Common use of Limitations Clause in Contracts

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. The limitations under Sections 7.4(a) and 7.4(b) will not apply with respect to (ai) Notwithstanding anything any Claims for indemnification under Section 7.1(a)(i) with respect to any misrepresentation or breach by OTI of any Fundamental Representations, or (ii) any Claims for indemnification under Section 7.1(b)(i) with respect to any misrepresentation or breach by MSB of any Fundamental Representation; provided, however, that (1) the aggregate amount which all MSB Indemnified Parties will be entitled to receive with respect to any misrepresentation or breach of a Fundamental Representation, when taken together with all other Claims under Section 7.1(a)(i) and (ii), shall be limited to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether amount actually received by OTI pursuant to Sections 3.1 and 3.2; (2) the aggregate amount which all MSB Indemnified Parties will be entitled to receive with respect to any Claims for indemnification under Section 7.1(a)(iii), shall not be capped; (3) the aggregate amount which all OTI Indemnified Parties will be entitled to receive with respect to any misrepresentation or breach of a Fundamental Representation, when taken together with all other Claims under Section 7.1(b)(i) and (ii), shall be limited to the Purchaser Indemnities amount actually received by OTI pursuant to Section 7.2 hereof or otherwise, exceed in Sections 3.1 and 3.2; (4) the aggregate more than fifteen percent amount which all of OTI Indemnified Parties will be entitled to receive with respect to any Claims for indemnification under Sections 7.1(b)(iii), shall not be capped; and (155) MSB shall have the right to offset any Claims that would have been indemnifiable by OTI hereunder but for the Cap (any “Excess Damages”) against ten (10%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled amounts payable to make a claim for indemnification OTI under Section 7.2 hereof unless Sections 3.1 and 3.2 until the aggregate such time as such Excess Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationhave been fully offset. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. Notwithstanding paragraph (ai): (A) Notwithstanding anything Any assignment under paragraph (i) may be made only with the prior written consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the contrary Agent within ten Business Days after having received notice thereof. (B) Unless the Agent and the Borrower otherwise consent in this Article VIIwriting, which consent shall not be unreasonably withheld, conditioned or delayed, no assignment may be made to any Person that is not an Eligible Assignee. (C) Unless the Agent and the Borrower otherwise consent in no event writing and except as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, the liability aggregate Credit Exposure assigned by any Bank shall not exceed 60% of Seller for Damagesits original Commitment hereunder, whether pursuant as such Commitment may have been reduced from time to indemnification of the Purchaser Indemnities time pursuant to Section 7.2 hereof or otherwise6.4. (D) Unless the Agent and the Borrower otherwise consent in writing, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities which consent shall not be entitled unreasonably withheld, conditioned or delayed, any assignment of a part of a Bank’s Commitment, Advances and other rights and obligations must be in a minimum amount of $10,000,000. No consent of the Borrower that would otherwise be required under this subsection (ii) shall be required during any period in which an Event of Default exists. No consent of the Agent or the Borrower that would otherwise be required under this subsection (ii) shall be required in connection with an assignment by any Bank to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed any Affiliate of that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, Bank or to claims under Section 7.2(b) or Section 7.2(c)another Bank, or to matters arising that in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationeach case is an Eligible Assignee. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to Absent fraud or intentional misrepresentation, after the contrary in this Article VIIClosing, in no event the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities be liable pursuant to Section 7.2 hereof or otherwise, 9.1(a) shall not exceed in $5,000,000 (the aggregate more than fifteen percent (15%) of the Purchase Price“Cap”); provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the first Five Hundred Thousand Dollars amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000) of Damages for 500,000 (the “Basket”), in which event the Purchaser Indemnities are Parent Indemnitees shall be entitled to indemnificationrecover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. However, The limitations in this Section 7.6 will 9.5 shall not apply to claims under any breach by Target of the representations set forth in Section 7.2(a) 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for breach indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of any obligation of Seller doubt, the limitations contained in Article V or Article VI, or to claims under this Section 7.2(b) or Section 7.2(c), or to matters arising 9.5 shall not apply in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser claims for Damages, whether pursuant to indemnification of the Seller Indemnities made pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 9.2. The computation of the Purchase Price; providedamount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the parties that for purposes of determining liability under Section 9.1, the Seller Indemnities representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser included in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthem.

Limitations. 7.4.1 Owner’s total liability to Contractor under this Article 7 shall not exceed the Schedule Bonus Cap. 7.4.2 Notwithstanding anything contained herein to the contrary, if at any time Contractor’s Margin is reduced pursuant to Section 8.2 to: (a) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; (b) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; or (c) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; provided that, for the avoidance of doubt, the reductions described in this Section 7.4.2 shall not be cumulative. If Owner has paid any Schedule Bonus(es) to Contractor prior to such reduction, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the amount of such reduction. 7.4.3 Notwithstanding anything contained herein to the contrary contrary, if Owner determines in this Article VII, in no event shall the liability of Seller its reasonable discretion that Contractor has not or will not be entitled to payment for Damages, whether any Primary Milestone or Super Primary Milestone pursuant to indemnification of the Purchaser Indemnities and in accordance with Section 7.2 and Section 7.3, respectively, Owner shall have no obligation to pay to Contractor any Schedule Bonuses pursuant to this Agreement. If Owner has paid any Schedule Bonus(es) to Contractor prior to such determination, then Owner may, without prejudice to Section 7.2 hereof or otherwise41.7, exceed in deduct from any amounts owed to Contractor hereunder an amount equal to the aggregate more than fifteen percent (15%) amount of all such Schedule Bonuses previously paid. 7.4.4 For the Purchase Price; providedavoidance of doubt, the Purchaser Indemnities Contractor shall not be entitled to make a claim for indemnification under Section 7.2 hereof payment in respect of any Schedule Bonus unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification achievement of the Seller Indemnities pursuant relevant Schedule Milestone is confirmed by a Certificate of Schedule Milestone Achievement to Section 7.3 hereof or otherwise, exceed in be provided by Contractor together with the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim relevant Request for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationPayment.

Limitations. (a) Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified pursuant to Section 6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $750,000 (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all Losses in excess of the Indemnity Threshold; and (ii) unless the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the same or similar facts as applicable to each of Section 6.1(a)(i) or Section 6.2(a)(i)), as applicable, exceeds $25,000, and no such claim shall be applied toward the Indemnity Threshold; provided, however, that the foregoing provisions of this Section 6.3(a) shall not apply with respect to any act of intentional fraud or (i) any breach of or inaccuracy in the representations and warranties set forth in Sections 3.1, 3.2(a), 3.4(a), 3.5(a), 3.9 or 3.13 (the “Specified Representations”) or (ii) any breach of the representations and warranties set forth in Sections 4.1, 4.2(a) or 4.5. (b) Other than in the case of any act of intentional fraud (where the Buyer Indemnified Parties’ and the Seller Indemnified Parties’ rights shall not be limited by anything set forth in this Article VIIVI to the contrary), in no event shall the liability aggregate amount for which Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be indemnified and held harmless under Section 6.1(a)(i) and Section 6.2(a)(i): (i) with respect to breaches or inaccuracies of any of the representations and warranties of (A) Seller for Damagesother than the Specified Representations or (B) Buyer other than those set forth in Sections 4.1, whether 4.2(a) or 4.5, in either case, exceed $3,750,000, and (ii) with respect to breaches or inaccuracies of any of (A) the Specified Representations or (B) the representations set forth in Sections 4.1, 4.2(a) or 4.5, in either case, exceed the Purchase Price (the “Cap”). (c) The amount of any Losses payable pursuant to indemnification this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the Purchaser Indemnities payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%6.3(c) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled construed to make a claim for indemnification under Section 7.2 hereof unless and until apply to any amounts recovered from any self insurance, captive insurance vehicle, or other similar arrangement. (d) Notwithstanding anything in this Agreement to the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)contrary, and the neither Buyer nor Seller shall not be liable for the first Five Hundred Thousand Dollars any special, indirect, punitive, exemplary or consequential damages, except ($500,000i) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary extent actually awarded in this Article VII, a Third Party Claim or (ii) in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification case of the Seller Indemnities pursuant foregoing damages other than punitive damages, to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities extent such damages are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationreasonably foreseeable.

Limitations. Subject to Section 6.6, the following limitations will apply with respect to the indemnification obligations of the Sellers: (ai) The Sellers shall not be liable to the Buyer Indemnitees under Section 6.2(a)(i) or for any breach of the representations and warranties set forth in Section 3.13 until the aggregate amount of Damages incurred by the Buyer Indemnitee(s) with respect to all claims of Buyer Indemnitees made under Section 6.2(a)(i) and any breach of the representations and warranties set forth in Section 3.13 exceeds an accumulated total of $2,800,000 (the “Threshold Amount”); provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Buyer Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification by a Buyer Indemnitee under Section 6.2(a)(i) shall be asserted where the amount that would otherwise be payable by the Sellers hereunder relating to such claim or series of related claims is less than $50,000. (ii) Any amounts payable to the Buyer Indemnitees in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall be made by the Sellers; provided, that the aggregate amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall not exceed $30,000,000 (the “Cap”). (iii) The aggregate maximum indemnification obligation of the Sellers for Damages under Sections 6.2(a)(i) and 6.2(a)(ii) shall not exceed, in the aggregate, an amount equal to the Purchase Price (the “Purchase Price Cap”). (iv) Notwithstanding anything in this Agreement to the contrary in this Article VIIcontrary, in no event shall the liability Sellers be required to indemnify, save and hold harmless the Buyer Indemnitees under this Article VI or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of Seller this Agreement, or the transactions contemplated hereby, for Damagesany Damages that (A) are punitive or exemplary (except to the extent such Damages are asserted against a Buyer Indemnitee by a third party), whether (B) arise from any special plans or circumstances of Buyer not known to Sellers as of the date of this Agreement or (C) that are not otherwise reasonably foreseeable. (v) The amount of any Damages that are payable to the Buyer Indemnitees pursuant to indemnification this Section 6.2 shall be reduced by the amount of any insurance proceeds (net of any deductible or co-payment, such Buyer Indemnitee’s reasonable estimate of any increase in insurance premiums attributable to such recovery and all out-of-pocket costs related to such recovery) and any indemnity, contribution or other similar payment actually received by the Buyer Indemnitees in respect of such Damages or any of the Purchaser Indemnities pursuant events, conditions, facts or circumstances resulting in or relating to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricesuch Damages; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars ($500,000) is intended Buyer Indemnitees shall have no obligation to pursue any such recovery under insurance policies or indemnity, contribution or other similar agreements for any Damages. The Buyer Indemnitees shall use commercially reasonable efforts to mitigate their respective Damages, in each case, as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred extent required by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationapplicable Law.

Limitations. (a) Notwithstanding anything Except with respect to Claims based on actual fraud, the rights of the Indemnified Parties under this Article XI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to Claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the contrary in transactions that are the subject of this Article VIIAgreement. Without limiting the generality of the foregoing sentence, in no event shall the liability of Seller for Damagesany party hereto, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof nor its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following three limitations shall apply: (i) the aggregate liability of Purchaser IDX for Damagesthe sum of all Losses under Sections 11.1(a)(i), whether pursuant (iii), (v), (vi) and (vii) (insofar as the Expenses referred to indemnification therein relate to Losses arising under Sections 11.1(a)(i), (iii), (v) or (vi)) and clause (ii) of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, 11.4 shall not exceed in $50 million; (ii) the aggregate more than fifteen percent liability of Allscripts for the sum of all Losses under Sections 11.1(b)(ii) (15%excluding Losses arising from a breach of Section 11.3(i)), (iii) of and (v) (insofar as the Purchase PriceExpenses referred to therein relate to Losses arising under Sections 11.1(b)(ii) or (iii)) shall not exceed $50 million; provided, the Seller Indemnities however, any issuance of Earnout Shares shall not be entitled counted against such amount; and (iii) IDX shall not be liable for any individual Loss under Sections 11.1(a)(i), (iii), (v), (vi) or (vii) (insofar as the Expenses referred to make a claim therein relate to Losses arising under Sections 11.1(a)(i), (iii), (v) or (vi)) and clause (ii) of Section 11.4 unless such Loss exceeds $50,000 and IDX shall not be liable for indemnification under Section 7.3 hereof any such individual Losses in excess of $50,000 unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars (amount of such individual Losses in excess of $500,000) 50,000 exceeds $1 million (it being understood and agreed that in such case IDX shall be liable only for the Five Hundred Thousand Dollars (amount of such Losses in excess of $500,000). (c) is intended as a deductible), In no event shall any Indemnifying Party be responsible and Purchaser shall not be liable for any Losses or other amounts under this Article XI that are consequential, in the first Five Hundred Thousand Dollars nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. Allscripts shall ($500,000and shall cause the ChannelHealth Surviving Corporation to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for which indemnification is provided to Allscripts by IDX under Article XI. (d) The amount of Damages any Losses for which indemnification is provided under this Article XI shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any tax benefits actually received by the Indemnified Party or any of its Affiliates or for which the Seller Indemnities are entitled Indemnified Party or any of its Affiliates is eligible on account of the matter resulting in such Losses or the payment of such Losses. (e) Notwithstanding anything to indemnification. Howeverthe contrary in this Agreement, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach the amount of any obligation of Purchaser in Losses for which indemnification by IDX is provided under this Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser XI shall be calculated net of any covenant accruals, reserves or obligationprovisions reflected in the Closing Date Balance Sheet. (f) Effective as of the Effective Time, each of Parent and Allscripts hereby waives and releases (and shall cause the ChannelHealth Surviving Corporation to waive and release), any claim ChannelHealth may have against IDX, except (i) any claims or rights hereunder or under any Ancillary Agreement and (ii) any claims or rights under the ChannelHealth/IDX Asset Purchase Agreement. Effective as of the Effective Time, IDX hereby waives and releases any claim IDX may have against the ChannelHealth Surviving Corporation, except any claims or rights hereunder or under any Ancillary Agreement.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Seller the Equityholders for DamagesDamages under Section 9.2(a)(i) shall not exceed the Escrow Funds, whether pursuant to indemnification of and (ii) the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Equityholders shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 9.2(a)(i) unless and until the aggregate Damages suffered or incurred by for which they would otherwise be liable under Section 9.2(a)(i) exceed $200,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Equityholders shall become liable for the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleaggregate Damages under Section 9.2(a)(i), and not just amounts in excess of $200,000; provided that the Seller limitations set forth in this sentence shall not be liable for apply to (x) a claim pursuant to Section 9.2(a)(i) relating to a breach by the first Five Hundred Thousand Dollars ($500,000) Company or the Equityholders of Damages a Fundamental Representation, for which the Purchaser Indemnities are entitled aggregate liability of the Equityholders shall not exceed the aggregate consideration received by the Equityholders pursuant to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cAgreement (the “Cap”), or (y) any claims based on fraud, which shall be unlimited. Solely for purposes of this Article IX, all representations and warranties of the Company in Article II (other than 2.6, 2.7, 2.15(x) and 2.32) and of the Equityholders in Article IX shall be construed as if the term “material” and any reference to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation“Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Purchaser Xxxx.xxx for DamagesDamages under Section 9.2(b)(i) shall not exceed the Escrow Funds, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent and (15%ii) of the Purchase Price; provided, the Seller Indemnities Xxxx.xxx shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof 9.2(b)(i) unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under Section 9.2(b)(i) exceed $200,000 (at which point Xxxx.xxx shall become liable for the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleaggregate Damages under Section 9.2(b)(i), and Purchaser not just amounts in excess of $200,000); provided that the limitations set forth in this sentence shall not be liable for the first Five Hundred Thousand Dollars apply to ($500,000x) a claim pursuant to Section 9.2(b)(i) relating to a breach by Xxxx.xxx of Damages a Fundamental Representation, for which the Seller Indemnities are entitled aggregate liability of Xxxx.xxx shall not exceed the Cap, or (y) any claims based on fraud, which shall be unlimited. Solely for purposes of this Article IX, all representations and warranties of Xxxx.xxx in Article III (other than 3.4, 3.6, 3.7 and 3.18) shall be construed as if the term “material” and any reference to indemnification. However“Xxxx.xxx Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties, this Section 7.6(bwhich shall be unlimited. (c) will not apply Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article IX and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement.

Limitations. (a) (i) With respect to claims for Damages arising under Section 5.1(a)(i) or Section 5.1(a)(ii), the Sellers shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds $200,000 (the “Basket”) (at which point the Sellers shall become liable only for Damages under Section 5.1(a)(i) or Section 5.1(a)(ii) in excess of the Basket) and (ii) with respect to claims for Damages arising under Section 5.1(b)(i), the Buyer shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Basket (at which point the Buyer shall become liable only for Damages under Section 5.1(b)(i) in excess of the Basket); provided that the limitation set forth in this sentence shall not apply to (A) claims based on fraud or (B) any claim relating to a breach of any of the Fundamental Representations. (b) Except for claims based on fraud and claims for breaches of Fundamental Representations, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under Section 5.1(a)(i) and Section 5.1(a)(ii). The Buyer shall not attempt to collect any Damages directly from any Seller, unless there are insufficient unclaimed Escrow Shares remaining to satisfy such Damages pursuant to the Escrow Agreement. (c) Except for claims based on fraud and claims for breaches of Fundamental Representations, no Seller shall attempt or be entitled to collect any Damages for which it is entitled to indemnification under Section 5.1(b)(i) from the Buyer in an amount in excess, individually or in the aggregate, of $1,304,364.75. (d) Except for claims based on fraud, the aggregate liability of each Seller for Damages under this Article V shall not exceed the portion of the Aggregate Consideration such Seller receives pursuant to this Agreement (including any amounts held in the Escrow Account but not, for the avoidance of doubt, Contingent Payments not yet earned). The aggregate liability of the Buyer for Damages under this Article V shall not exceed the Aggregate Consideration. (e) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) The rights to indemnification set forth in this Article V shall not be affected by any investigation conducted by or on behalf of any Indemnified Party or any knowledge acquired (or capable of being acquired) by any Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder. (g) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in Article VIIII, in no event shall Article III or Article IV and (ii) the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which the Purchaser Indemnities are any Indemnified Party may be entitled to indemnification. Howeverindemnification under this Article V, this each such representation or warranty (other than the representations and warranties set forth in Section 7.6 will not apply 3.6(a) or Section 4.8(a)) shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Company Material Adverse Effect). (h) Except with respect to claims based on fraud or for specific performance, after the Closing, the rights of the Buyer under Section 7.2(a) for this Article V shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any obligation covenant or agreement of Seller the Company or the Sellers contained in this Agreement. (i) Any payments made to a party pursuant to this Article V or pursuant to the Escrow Agreement shall be treated as an adjustment to the Aggregate Consideration for Tax purposes to the extent permitted by Law. (j) Payments by an Indemnifying Party pursuant to this Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising V in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller Damages shall be limited to the amount of any covenant liability or obligation. damage that remains after deducting therefrom any insurance proceeds actually received (bwithout any obligation to pursue any such proceeds) Notwithstanding anything and any indemnity, contribution or other similar payment actually received (without any obligation to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%pursue any such payments) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising Indemnified Party in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch claim.

Limitations. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Article VIInotwithstanding, in no event (i) the Buyer (on behalf of itself and any of its Affiliates including the Company post-Closing) shall the liability of Seller not make any claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise7.2(a)(i) until the aggregate amount of all such claims exceeds One Hundred Thousand Dollars ($100,000) (the “Threshold”) and if the Threshold is exceeded, the Seller shall be required to pay only those amounts in excess of the Threshold up to the Maximum Indemnification Amount, and (ii) the Seller shall not be required to make indemnification payments for any claim for indemnification pursuant to Section 7.2(a)(i) to the extent indemnification payments would exceed in the aggregate more than fifteen twenty percent (1520%) of the Purchase PricePrice less the amount of the Policyholders’ Surplus (as adjusted pursuant to Section 2.4 and Section 5.12) (the “Maximum Indemnification Amount”); provided, however, the Purchaser Indemnities Seller’s obligation and Liability for any and all breaches of the representations and warranties set forth in Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.19 (Tax Matters), and Section 3.22 (No Brokers) shall not be subject to the Threshold and shall not count toward determining whether the Threshold or the Maximum Indemnification Amount has been reached. In determining the amount to which the Buyer is entitled to make assert a claim for indemnification pursuant to this Article VII, only actual Damages net of all Tax benefits actually realized by the Buyer in the year of receipt of any indemnity payment shall be included. The Seller and the Buyer acknowledge and agree that any event, transaction, circumstance, or Liability, whether contingent or accrued, for which adequate reserves by the Company have been established on as of the Closing Date, shall not be used at any time as the basis of any claim for indemnification under this Article VII, or considered in any way in determining whether the Threshold or the Maximum Indemnification Amount has been reached. In addition, in connection with an alleged breach of the Seller’s representations, warranties and covenants under this Agreement, the Buyer’s Damages shall be net of all reserves established by the Company as of the Closing Date in connection with the particular item or contingency in dispute. (b) The obligation of the Seller to indemnify the Buyer under Section 7.2 7.2(a) above shall expire, with respect to any representation, warranty, covenant or agreement of the Seller, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 7.1 above, except with respect to any written claims for indemnification which the Buyer has delivered to the Seller prior to such date. (c) The obligation of the Buyer to indemnify the Seller under Section 7.2(b) above shall expire, with respect to any representation, warranty, covenant or agreement of the Buyer, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 7.1 above, except with respect to written claims for indemnification which the Seller has delivered to the Buyer prior to such date. (d) Promptly after receipt by an indemnified party under this Article VII hereof of notice of any claim or the commencement of any Action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article VII hereof, notify the indemnifying party in writing of the claim or the commencement of that Action stating in reasonable detail the nature and basis of such claim and a good faith estimate of the amount thereof, provided that the failure to notify the indemnifying party shall not relieve it from any Liability which it may have to the indemnified party unless and until only to the aggregate extent such failure materially and adversely prejudices the ability of the indemnifying party to defend against or mitigate Damages suffered arising out of such claim. If any claim shall be brought against an indemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such claim or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Action; provided, however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)indemnifying party shall not agree or consent to the application of any equitable relief upon the indemnified party without its written consent. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or Action, and the Seller indemnifying party shall not be liable for other expenses subsequently incurred by the first Five Hundred Thousand Dollars ($500,000) of Damages for which indemnified party in connection with the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricedefense thereof; provided, however, that if the Seller Indemnities indemnifying party elects not to assume such defense, the indemnified party may retain counsel satisfactory to it and to defend, compromise or settle such claim on behalf of and for the account and risk of the indemnifying party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel for the indemnified party promptly as statements therefore are received; and, provided, further, that the indemnified party shall not consent to entry of any judgment or enter into any settlement or compromise without the written consent of the indemnifying party which consent shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless unreasonably withheld. The Buyer and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood each agree to render to each other such assistance as may reasonably be requested in order to insure the proper and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach adequate defense of any obligation such claim or proceeding. The indemnified party shall also have the right to select its own counsel, at its own expense, to represent the indemnified party and to participate in the defense of Purchaser in Article V or Article VIsuch claim, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationas applicable.

Limitations. (a) If the Closing occurs, Purchaser shall have no liability under Section 10.1 to indemnify the Seller Indemnitees and Seller shall have no liability under Section 10.2 to indemnify the Purchaser Indemnitees, in each case: (i) unless and until, with respect to any individual Indemnified Claim (or series of related Indemnified Claims), brought pursuant to Section 10.1(a) or Section 10.2(a), as applicable the aggregate amount of otherwise indemnifiable Damages thereunder exceeds $100,000 (the “De Minimis Amount”) (and any Indemnified Claims (or series of related Indemnified Claims) for which the aggregate amount of otherwise indemnifiable Damages thereunder does not exceed the De Minimis Amount, the Damages with respect to such Indemnified Claim(s) shall not be applied towards the Deductible); (ii) unless and until, the aggregate amount of otherwise indemnifiable Damages pursuant to (x) all Seller’s Indemnified Claims brought pursuant to Section 10.1(a), in the case of Seller’s Indemnified Claims, or (y) all Purchaser’s Indemnified Claims brought pursuant to Section 10.2(a), in the case of Purchaser’s Indemnified Claims, exceeds a deductible (not a threshold) of $50,000,000 (the “Deductible”), and then the indemnifying party shall be liable for only the amount by which the total of such Damages exceeds such Deductible; and (iii) with respect to Purchaser, in the case of Seller’s Indemnified Claims brought pursuant to Section 10.1(a), on the one hand, and with respect to Seller, in the case of Purchaser’s Indemnified Claims brought pursuant to Section 10.2(a), on the other hand, in excess of an aggregate amount of indemnifiable Damages equal to $125,000,000 (the “Cap”). (b) Notwithstanding the foregoing and anything to the contrary in this Agreement, the limitations set forth in Section 10.4(a) shall not apply to Damages indemnifiable pursuant to Section 10.1(a) or Section 10.2(a) that arise from or as a result of, or are directly or indirectly connected with an inaccuracy in, or a breach of, the representations and warranties of Seller set forth in Section 4.10, the representations and warranties of Purchaser set forth in Section 5.9, the Seller Fundamental Representations, the Company Fundamental Representations or the Purchaser Fundamental Representations or, for the avoidance of doubt, Damages indemnifiable pursuant to Section 10.2(d). (c) The maximum aggregate indemnifiable Damages that Purchaser shall be required to pay to the Seller Indemnitees for indemnification for Damages, on the one hand, and that Seller shall be required to pay to the Purchaser Indemnitees for indemnification for Damages, on the other hand, shall be limited, in each case, in the aggregate to an amount equal to the sum of the consideration received by Seller at the Closing plus the Indemnification Holdback Amount. (d) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants or agreements, and calculating Damages hereunder, any materiality, Material Adverse Effect, Seller Material Adverse Effect, Company Material Adverse Effect or Purchaser Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) Notwithstanding anything to the contrary contained in this Article VIIAgreement or provided for under any applicable Law, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not any Party be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)receive, in connection with this Agreement and the Seller shall not be liable for the first Five Hundred Thousand Dollars Transactions, either in contract or in tort, any ($500,000i) punitive or special damages or (ii) consequential damages or loss of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V revenue or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything income damages except to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationextent reasonably foreseeable.

Limitations. (a) No claim for indemnity under this Agreement may be made unless (i) the amount of determined indemnifiable Damages incurred with respect to such claim exceeds fifteen thousand dollars ($15,000), and (ii) the aggregate of all claims for Damages exceeds one hundred fifty thousand dollars ($150,000), at which time claims may be made for the amount of by which the aggregate of all such claims for Damages exceeds one hundred fifty thousand dollars ($150,000). By way of example only, if there are a series of claims that aggregate $150,001, then Parent may make a claim for indemnity in the amount of $1; and thereafter may make claims for indemnity for the entire amount of such claims. Notwithstanding anything to the contrary in this Agreement, the Parent’s right to the following indemnity shall not be subject to the limitations, and shall be without regard to the threshold amounts, of this Section 7.6(a): (i) the indemnity obligations set forth in Section 7.1(d) and the last sentence of Section 7.1(g) and (ii) any Third Party Action regarding or under a contract or agreement to which consents, releases and/or waivers are required to be obtained pursuant to Section 1.9(b)(i) of this Agreement. (b) The Parent shall be limited to the following rights in satisfying its claims for Damages under Section 1.6 and 1.8 and Article VII and VIII: (i) The Parent shall have the obligation to satisfy any indemnifiable Damages which it may determine under Sections 1.6 and 1.8 and Articles VII and VIII hereof first from the Escrow Amount and then as set forth in subsection (ii) hereof. (ii) To the extent that the Escrow Amount is insufficient to pay in full any determined indemnifiable Damages under Sections 1.6 and 1.8 and Articles VII and VIII hereof, the Parent shall have the right to set off any determined indemnifiable Damages under Sections 1.6 and 1.8 and Articles VII and VIII hereof against any amounts payable, but not yet paid, to the Constituents hereunder, including, without limitation, any additional consideration payable under Sections 1.6 and 1.7 of this Agreement. (iii) For purposes of clarity: (A) except as set forth in Section 7.6(g) below, Parent’s right to recovery for indemnifiable Damages under Section 1.6 and 1.8 and Article VII and VIII of this Agreement shall be limited to the remedies described in Section 7.6(b)(i) and 7.6(b)(ii) above; and (B) Parent shall have the right to satisfy any indemnifiable Damages in accordance with Sections 7.6(b)(i) and (b)(ii) above against the entire amount of the Escrow Amount and any and all amounts payable, but not yet paid, to the Constituents hereunder, not just portions thereof that would otherwise be paid or disbursed to the Indemnifying Stockholders, and the Constituents understand, acknowledge and agree (as evidenced by, in the case of the Company Stockholders, the approval of the Merger and, in the case of the holders of Options, the execution and delivery of the Option Termination Agreements by such holders of Options) to the foregoing. Notwithstanding the preceding, except as set forth in Section 7.6(g) below, in no event shall Parent have the right to recover any amount previously paid to the Constituents or to proceed directly against any individual Constituent in order to recover for any indemnifiable Damages under Section 1.6 and 1.8 and Article VII and VIII of this Agreement. (iv) Notwithstanding any other provision herein, to the extent that any indemnifiable Damages under Section 1.6, Section 1.8, Article VII or Article VIII are satisfied, they shall not otherwise be deducted from Post-Closing Net Income of the Surviving Corporation for purposes of determining the Earnout Payments. (c) In determining the amount of any indemnification obligations under this Article VII, the amount of any obligation for which indemnification may be claimed by any Indemnified Party shall be reduced by any insurance proceeds received by the Indemnified Party (or by any Affiliate of the Indemnified Party) with respect to the matter that is the subject of the indemnified claim or any tax benefit actually received as a reduction in tax due or receipt of a tax refund. Each Indemnified Party (on behalf of itself and its Affiliates) agrees to make good faith, commercially reasonably efforts to obtain all such insurance proceeds available to it; provided, however, that no claim for indemnification shall be conditioned upon the final resolution of such insurance claim – the proceeds of such claim to be paid back to the Indemnifying Party if collected after the payment by the Indemnifying Party to the Indemnified Party concerning such claim. (d) Notwithstanding anything to the contrary contained in this Agreement, no claim for indemnity under this Agreement may be made to the extent such claim relates to amounts that are accrued for as current liabilities on the Final Balance Sheet as determined by the parties pursuant to Section 1.6. (e) In no event shall Parent’s aggregate indemnity obligation for a breach of the representations and warranties set forth in Section 3.7 exceed $2,750,000. (f) The remedies set forth in this Article VII shall be the exclusive remedy of the Parties with respect to the matters set forth in this Article VII. (g) Notwithstanding anything to the contrary in this Article VIIAgreement, the limitations set forth in this Section 7.6, including, but not limited to Section 7.6(f), or elsewhere in this Agreement shall not apply to claims based on fraud or intentional misrepresentation on the part of any Indemnifying Stockholder, with respect to which claims the Parent and its Affiliates reserve any and all rights and remedies to which they may be entitled at law or in equity; provided, however, that Parent’s right to recovery under this Section 7.6(g) shall be limited to (i) recovery from the Escrow Amount, (ii) a right to set off against any amounts payable to the Constituents hereunder, including, without limitation, any additional consideration payable under Sections 1.6 and 1.7 of this Agreement and (iii) recovery directly from the Indemnifying Stockholders up to an amount equal to the final Adjusted Aggregate Payment Amount received and to be received by the Indemnifying Stockholders hereunder, but, as to each individual Indemnifying Stockholder in no event shall such amount be more than such Indemnifying Stockholder’s Total Share of such damages. For purposes of the liability of Seller for Damagesimmediately preceding subsection (iii), any Parent Shares received by the Indemnifying Stockholders hereunder, whether pursuant to indemnification of or not then held by such Indemnifying Stockholder, shall be valued using the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationShare Valuation Method. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIITo avoid any duplicative recovery, in no event shall the liability of Sellers or Purchaser be required to provide indemnification to any Purchaser Indemnified Party or Seller for DamagesIndemnified Party, whether pursuant to indemnification of the Purchaser Indemnities respectively, pursuant to Section 7.2 hereof 10.2 or otherwise, exceed 10.3 for any amount that is included in the aggregate more final Adjustment Amount, final Closing Cash or final Closing Indebtedness. (b) In no event shall (i) Sellers be required to provide indemnification to any Purchaser Indemnified Party for any claim (with all claims arising out of substantially the same events or circumstances being aggregated for such purposes) under Section 10.2 or (ii) Purchaser be required to provide indemnification to any Seller Indemnified Party for any claim (with all claims arising out of substantially the same events or circumstances being aggregated for such purposes) under Section 10.3, in each of cases (i) and (ii), if the amount of such claim or aggregated claims is equal to or less than fifteen percent seventy-five thousand dollars (15%$75,000) of the Purchase Price(“De Minimis Claims”); provided, however, that the Purchaser Indemnities limitation set forth in this Section 10.5(b) shall not be entitled apply to make a claim for indemnification under any breach of the covenants or obligations set forth in Section 7.2 hereof unless and until the aggregate Damages suffered 3.3 (Closing Payment) or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Section 3.7 ($500,000Post-Closing Adjustment). (c) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Sellers shall not be liable for any amounts for which Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a) until the first Five Hundred Thousand Dollars aggregate amount of all Damages exceeds, on a cumulative basis, nine million seven hundred fifty thousand dollars ($500,0009,750,000) of Damages for which (the “Threshold”), and then the Purchaser Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.2(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of such Threshold, subject to the other limitations set forth in this Article X; provided, however, that the limitation set forth in this Section 7.6 will 10.5(c) shall not apply to claims under Section 7.2(a) for any breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof Fundamental Representations or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and claims based upon fraud. Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages any amounts for which Seller Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.3(a) until the aggregate amount of all Damages exceeds, on a cumulative basis, the Threshold, and then the Seller Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.3(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of such Threshold, subject to the other limitations set forth in this Article X; provided, however, that the limitation set forth in this Section 7.6(b10.5(c) will shall not apply to any breach of any of the Purchaser Fundamental Representations or claims based upon fraud. (d) In no event shall Sellers’ aggregate liability pursuant to Section 10.2(a) exceed an amount equal to sixty five million dollars ($65,000,000) (the “Cap”); provided, however, that the limitation set forth in this Section 10.5(d) shall not apply to a breach of any of the Seller Fundamental Representations or claims based upon fraud. In no event shall Purchaser’s aggregate liability pursuant to Section 10.3(a) exceed an amount equal to the Cap; provided, however, that the limitation set forth in this Section 10.5(d) shall not apply to any breach of any of the Purchaser Fundamental Representations or claims based upon fraud. Claims for indemnification pursuant to any other provision of Section 10.2 or Section 10.3 are not subject to the limitations set forth in Section 10.5(c) and (d). Notwithstanding anything in this Agreement to the contrary, in no event shall Sellers’ or Purchaser’s aggregate liability under this Article X exceed the Closing Purchase Price, subject to any final adjustments to the components therein in accordance with Section 7.3(a3.7. (e) Purchaser and Sellers acknowledge and agree that, following the Closing, except in the case of fraud, the indemnification provisions of Section 8.1, Section 10.2 and Section 10.3 shall be the sole and exclusive monetary remedies of Sellers and Purchaser, respectively, for any Damages (including any Damages from claims for breach of any obligation of Purchaser in Article V contract, warranty, tortious conduct (including negligence) or Article VIotherwise and whether predicated on common law, statute, strict liability, or to claims under Section 7.3(cotherwise) that each Party may at any time suffer or Section 7.3(g) incur, or to matters arising become subject to, as a result of or in respect connection with this Agreement, or the transaction contemplated by this Agreement, including any breach of Section 4.4 any representation or 4.6warranty in this Agreement by any Party, or any intentional breach failure by Purchaser of any Party to perform or comply with any covenant or obligationagreement that, by its terms, was to have been performed, or complied with, under this Agreement. Without limiting the generality of the foregoing, from and after the Closing, the Parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled other than in the case of fraud.

Limitations. (a) Notwithstanding anything to the contrary in contained herein, Purchaser will not assert a claim against Parent under this Article VII, in no event shall 7 until the liability total of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to all Section 7.2 hereof or otherwise, exceed 7.1 Indemnified Claims exceeds in the aggregate more than fifteen percent $1,000,000 (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Base Amount"), and the Seller at which time all Section 7.1 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller indemnified in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationfull. (b) Notwithstanding anything to the contrary contained herein, Parent will not assert a claim against Purchaser under this Article 7 until the total of all Section 7.2 Indemnified Claims exceeds the Base Amount, at which time all Section 7.2 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall be indemnified in full. (c) All Section 7.1 or Section 7.2 Indemnified Claims shall be satisfied by delivery from the indemnifying to the indemnified party of a number of shares of Purchaser Common Stock having a value equal to the amount of the Section 7.1 or Section 7.2 Indemnified Claims, based on the market price of Purchaser Common Stock as of the date the indemnified party paid the amount(s) giving rise to the Section 7.1 Indemnified Claim or Section 7.2 Indemnified Claim. (d) Any indemnification claims of Purchaser or Parent pursuant to Section 4.1 hereof shall not be subject to any of the terms or limitations described in this Article VII, in no event 7. (e) The satisfaction of all Section 7.1 Indemnified Claims and Section 7.2 Indemnified Claims shall be deemed to constitute adjustments to the liability of aggregate consideration paid by Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationMerger.

Limitations. Except with respect to claims based on actual fraud or injunctive or any similar equitable relief that may be available to Purchaser, the rights of the Purchaser Indemnitees under Section 4.2 shall be the sole and exclusive remedies of the Purchaser Indemnitees with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, in no event shall Purchaser, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following limitations shall apply: (i) the aggregate liability of Seller for Damagesthe sum of all Damages under Sections 4.2(a) and (b) shall not exceed $[*]; (ii) Seller shall not be obligated to pay Purchaser Indemnitees indemnification for any Damages that exceed in aggregate $[*], whether pursuant to indemnification and the sole remedy of the Purchaser Indemnities pursuant Indemnitees for Damages to which they are otherwise entitled to indemnification under Section 7.2 hereof or otherwise, 4.2 that exceed in aggregate $[*] and that are within the aggregate more than fifteen percent limit described in Section 4.3(a)(i) shall be to offset the amount of such Damages against payments that may become due and payable under Section 1.7(b); (15%iii) no individual claim or series of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim related claims for indemnification under Sections 4.2(a) or (b) shall be valid or assertable unless it is (or they are) for an amount in excess of $[*]; (iv) the Seller shall be liable under Section 7.2 hereof unless and until 4.2(a) only if the aggregate Damages suffered or incurred by the Purchaser Indemnitees under Section 4.2(a) exceed Five Hundred Thousand Dollars ($500,000) [*] (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) that, if such condition is intended as a deductible)satisfied, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled all such Damages, without regard to indemnification. Howeversuch threshold, but subject to other limitations in this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c4), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.and

Limitations. (aParent’s obligations under Section 8.1(a) Notwithstanding anything shall be subject to the contrary in this Article VIIfollowing limitations: (i) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) for any individual item, in no event shall the liability or group of Seller for Damages, whether pursuant to indemnification items arising out of the Purchaser Indemnities pursuant same condition or circumstance, where the Losses related thereto for which Parent would otherwise be required to Section 7.2 hereof or otherwiseprovide indemnification are less than $25,000, exceed in the aggregate more than fifteen percent and no Losses related thereto shall be aggregated for purposes of subclause (15%ii) of the Purchase Pricethis Section 8.1(b); provided, the Purchaser Indemnities and (ii) Parent shall not be entitled to make a claim have any liability for indemnification Losses under subclause (i) of Section 7.2 hereof 8.1(a) unless and until the aggregate Damages suffered of all Losses related thereto for which Parent would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $580,000 at which point Parent, subject to the other provisions of this Section 8.1(b), shall indemnify the Buyer Indemnified Parties for such Losses, but only to the extent such Losses exceed $580,000; and (iii) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) to the extent the aggregate amount of Losses related thereto for which Parent would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $5,800,000; and (iv) Parent shall not have any liability for Losses under Section 8.1(a) to the extent the Buyer Indemnified Parties fail to use their respective reasonable commercial efforts to mitigate such Losses, and no Losses related thereto shall be aggregated for purposes of subclause (ii) of this Section 8.1(b); and (v) Except to the extent indirect, incidental, consequential, special or incurred punitive damages are paid to a third party as a result of a Third Party Claim initiated by such third party, whether as a direct claim or a counterclaim, for which a Buyer Indemnified Party is entitled to indemnity under Section 8.1, Parent shall not have any liability for Losses under Section 8.1(a) for any indirect, incidental, consequential, special or punitive damages, including loss of future revenue, income or profits, diminution in the value of Performance Packaging, the Performance Packaging Stock or the Business or any multiple thereof and diminution or loss of business reputation or opportunity or any multiple thereof, or damages arising from changes in or interpretations of any Law or GAAP occurring after the date of this Agreement, and none of such Losses shall be aggregated for purposes of subclause (ii) of this Section 8.1(b); and (vi) The obligation of Parent to indemnify Buyer against any Losses under Section 8.1(a) shall be reduced (A) to take into account any Tax benefits actually realized by any Buyer Indemnified Party with respect to such Losses or the underlying reasons therefor, (B) by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars amount actually recovered by any Buyer Indemnified Party pursuant to any indemnification by or indemnification or other agreement with any third party with respect to such Losses or the underlying reasons therefor and/or ($500,000C) by the amount of insurance proceeds or other cash receipts or sources of reimbursement actually recovered by any Buyer Indemnified Party from third parties, including third party insurers, with respect to such Losses or the underlying reasons therefor; provided, however, that (it being understood 1) the Buyer Indemnified Parties shall undertake good faith efforts to promptly pursue the above-described Tax benefits and agreed that the Five Hundred Thousand Dollars funds from third parties ($500,000) is intended as a deductibleincluding title insurance providers), (2) the Parties agree that no right of subrogation shall accrue or inure to the benefit of any source of any amounts described in this subclause (vi) and (3) if Parent pays to any Buyer Indemnified Party an amount in respect of Losses and any Buyer Indemnified Party thereafter receives from a third party a sum that is related to the matter giving rise to such Losses, then Buyer shall promptly repay to Parent an amount equal to the lesser of that sum and the Seller amount that Parent paid in respect of such Losses; and (vii) Parent shall not be liable have any liability for the first Five Hundred Thousand Dollars Losses under subclause ($500,000i) of Damages Section 8.1(a) following the date that is 12 months after the Closing Date; provided, however, that (A) there shall be no time limitation on any claim brought for which the Purchaser Indemnities are entitled to indemnification. Howeverbreaches of those representations and warranties set forth in Sections 3.1(b)(i), this Section 7.6 will not apply to claims under Section 7.2(a3.1(e) and 3.1(z), (B) any claim brought for breach of any obligation representation or warranty set forth in Section 3.1(g)(iv) shall survive until the tenth day following expiration of Seller the applicable statute of limitation, except as described in the following subclause (C), after which Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) with respect to Section 3.1(g)(iv), and (C) Buyer shall preserve its right to pursue a claim under subclause (i) of Section 8.1(a) with respect to a particular breach of representation or warranty if Buyer, prior to the expiration of the applicable period, provides an Indemnification Notice to Parent with respect to the applicable alleged breach of representation or warranty, but only with respect to the content of, and on the basis set forth in, such Indemnification Notice; and (viii) Parent shall not have any liability for Losses under subclause (ii) of Section 8.1(a) with respect to breaches of the covenants set forth in Article V or Article VI, or to claims under 1 other than in Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to 4.4 following the contrary in this Article VII, in no event shall date that is 30 days after the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase PriceClosing Date; provided, the Seller Indemnities however, that Buyer shall not be entitled preserve its right to make pursue a claim for indemnification under subclause (ii) of Section 7.3 hereof unless and until 8.1(a) with respect to a particular breach of such covenants if Buyer, prior to the aggregate Damages suffered or incurred by date that is 30 days after the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Closing Date, provides an Indemnification Notice to Parent with respect to the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)applicable alleged breach of covenant, but only with respect to the content of, and Purchaser shall not be liable for on the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverbasis set forth in, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Indemnification Notice.

Limitations. (a) If any individual claim or series of related claims (if such claim or series of related claims arise out of the same or similar facts or circumstances) for indemnification by the AMID Indemnified Persons or Southcross Indemnified Persons that is subject to indemnification under Section 8.2(a) or Section 8.3(a), respectively, results in Damages that do not exceed $25,000 (each, a “De Minimis Threshold”) then such Damages will not be deemed to be Damages under this Agreement and will not be eligible for indemnification under this Article VIII. The AMID Indemnified Persons will be entitled to be indemnified pursuant to Section 8.2(a) for Damages, but only if and to the extent that the aggregate amount of all such Damages exceeds $1,000,000. The Southcross Indemnified Persons will be entitled to be indemnified pursuant to Section 8.3(a) for Damages, but only if and to the extent that the aggregate amount of all such Damages exceeds $1,000,000. (b) Except as set forth in Section 8.4(g), (i) Holdings LP’s liability to the AMID Indemnified Persons under Section 8.2(a) will be limited in the aggregate to the General Indemnity Escrow Fund, and (ii) AMID’s liability to the Southcross Indemnified Persons under Section 8.3(a) will be limited in the aggregate to $21,000,000. (c) The AMID Indemnified Persons will be entitled to be indemnified pursuant to Section 8.2(d), in the manner and subject to the limitations set forth in this Agreement, including those set forth on Schedule 9.14(f). (d) No Indemnifying Person will be liable for any Damages that are subject to indemnification under Section 8.2(a), 8.2(b), 8.3(a) or 8.3(b) unless a written demand for indemnification under this Agreement is delivered by the Indemnified Person to the Indemnifying Person in accordance with the claims procedure referred to in Section 8.5(a) prior to 5:00 P.M. Central Time on the date pursuant to Section 8.1 on which the survival period of the applicable representations and warranties or covenants expires. (e) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in under no event shall the liability circumstances will any party or any of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not its Affiliates be entitled to make a claim recover more than one time for indemnification any Damages under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)this Agreement, and to the Seller shall not be liable extent a party or any of its Affiliates is compensated in full for a matter through the first Five Hundred Thousand Dollars ($500,000) of Damages adjustments provided for which the Purchaser Indemnities are entitled to indemnification. Howeverin Section 2.4, this Section 7.6 such party and its Affiliates will not apply have a separate right to claims under Section 7.2(a) indemnification for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch matter. (bf) Notwithstanding anything to the contrary contained in this Article VIIAgreement, for purposes of determining (i) the accuracy of any representation or warranty subject to indemnification under Section 8.2(a) or Section 8.3(a) (other than the representation and warranty in Section 3.7(a)) and (ii) the amount of Damages resulting from any inaccuracy of any such representation or warranty, all “material,” “materiality,” “in all material respects,” “Material Adverse Effect,” and other like qualifications shall be disregarded. (g) Notwithstanding anything to the contrary contained in this Agreement, the limitations set forth in Section 8.4(a) and Section 8.4(b) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of any Fundamental Representation, the inaccuracy or breach of any representation, warranty or covenant with respect to Taxes, a claim for breach of any covenant of a party, claims for Damages arising out of or relating to the Special Indemnity Matters (other than as set forth in Section 8.4(c)) or to the inaccuracy or breach of any representation or warranty in the event of Fraud; provided, however, except for claims for Fraud, in no event circumstance shall the maximum indemnification liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Holdings LP under Section 7.3 hereof or otherwise, 8.2(a) exceed in the aggregate more than fifteen percent (15%) the value of the Purchase Price; providedConsideration (plus any distributions paid thereon). (h) Subject to the other limitations contained in Section 8.4, recovery against the Seller Indemnities shall not be entitled General Indemnity Escrow Units (together with cash from any distributions paid in respect thereof) pursuant to make Section 8.6 with respect to claims for indemnification pursuant to Section 8.2(a) (other than claims for Damages arising out of or relating to the inaccuracy or breach of any Fundamental Representation, any representation or warranty with respect to Taxes, or any representation or warranty in the event of Fraud) constitutes AMID Indemnified Persons’ sole and exclusive remedy for any and all Damages relating to or arising from any claim that is subject to indemnification under Section 8.2(a). (i) In the event that Holdings LP becomes obligated to AMID under the terms of Article VIII in respect of any Damages (as determined by a claim final order, judgment or decision of a court of competent jurisdiction or by mutual written agreement between AMID and Holdings LP) with respect to any claims for indemnification under Section 7.3 hereof unless and until 8.2 for which the aggregate Damages suffered or incurred by General Indemnity Escrow Units are not the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblesole recourse under Section 8.4(h), AMID shall be entitled to elect to receive, at its sole discretion, and Purchaser Holdings LP shall not be liable for required to return to AMID, such amount of cash, AMID Common Units, AMID Preferred Units, AMID GP Class D Units, or any other assets of Holdings LP, or any combination of the first Five Hundred Thousand Dollars ($500,000) foregoing, with an aggregate value equal to the amount of Damages for which the Seller Indemnities AMID Indemnified Parties are entitled to indemnification. However, The value of any AMID Common Units to be returned to AMID under this Section 7.6(b8.4(i) will not apply shall be calculated based on the 20-day volume weighted average price of the AMID Common Units ending three trading days prior to claims under Section 7.3(a) for breach the date of payment. The value of any obligation of Purchaser in Article V or Article VIAMID Preferred Units, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, AMID GP Class D Units or any intentional breach other assets to be returned to AMID under this Section 8.4(i) shall be calculated based on the fair market value thereof at the time Holdings LP becomes obligated pursuant to this Section 8.4(i). For purposes of this Section 8.4(i) “fair market value” shall be determined by Purchaser (A) the mutual agreement of AMID and Holdings LP or (B) if AMID and Holdings LP cannot mutually agree on fair market value, AMID and Holdings LP will mutually select and engage an independent third party appraiser (the “Appraiser”) (or if AMID and Holdings LP are unable to agree within 10 days upon such independent third party appraiser, then each will promptly select an independent third party appraiser, who will then select an independent third party appraiser, which third selected independent third party appraiser will then serve as the sole Appraiser hereunder). In connection with the engagement of the Appraiser, AMID and Holdings LP will execute such engagement, indemnity and other agreements as the Appraiser may reasonably require as a condition to such engagement. The Appraiser will determine as promptly as practicable, but in any covenant event within the 30 days after the selection of the Appraiser and execution and delivery of such engagement, indemnity or obligationother agreements, the fair market value of the AMID Preferred Units, AMID GP Class D Units or any other assets, as applicable. The determination of the Appraiser with respect to such fair market value determination will be final, conclusive and binding on the parties. The fees and expenses of the Appraiser will be borne 50% by AMID and 50% by Holdings LP.

Limitations. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller for Damages under Section 7.1(a) shall not exceed the Share Value of the Buyer Holdback Shares and (ii) the Seller shall be liable for only that portion of the aggregate Damages under Section 7.1(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.13, 2.14 or 2.25. For purposes solely of this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification all representations and warranties of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V II (other than Sections 2.7 and 2.32) shall be construed as if the term “material” and any reference to “Seller Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. If the Seller is liable for Damages in excess of the Share Value of the Buyer Holdback Shares, such amount shall be paid by check or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect wire transfer of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationimmediately available funds. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 7.2 shall not exceed $100,000 and shall be payable in shares of Buyer Common Stock at the Share Value, and (ii) the Buyer shall be liable for only that portion of the aggregate Damages under Section 7.2(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.3. For purposes solely of this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification all representations and warranties of the Seller Indemnities pursuant Buyer in Article III shall be construed as if the term “material” were omitted from such representations and warranties. (c) Except with respect to Section 7.3 hereof or otherwiseclaims based on fraud, exceed in after the aggregate more than fifteen percent (15%) Closing, the rights of the Purchase Price; provided, Indemnified Parties under this Article VII and Section 10.13 shall be the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until exclusive remedy of the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Indemnified Parties with respect to claims under Section 7.3(a) for resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement.

Limitations. (a) Notwithstanding anything No amounts of indemnity shall be payable as a result of any claim arising under: (i) clause (i) of Section 5.02 unless and until the REIT Indemnified Parties have paid, suffered or incurred Losses referred to in that clause in excess of $2,000,000 (the contrary “Basket Amount”) in this Article VIIthe aggregate, in which case the REIT Indemnified Parties may bring a claim for the aggregate amount of all Losses, regardless of the Basket Amount; provided no event REIT Indemnified Parties shall assert any claim under clause (i) of Section 5.02 in respect of any Loss or series of related Losses, unless such Loss or series of related Losses exceeds $100,000 (the liability “Per Claim Threshold”) and any such Losses that do not exceed the Per Claim Threshold shall not be aggregated for purposes of Seller for Damagesthis clause (a)(i); (ii) clauses (i) or (iii) of Section 5.02, whether pursuant and no REIT Indemnified Parties shall be entitled to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof under clauses (i) or otherwise, exceed in the aggregate more than fifteen percent (15%iii) of Section 5.02, in excess of $22,050,000 (the Purchase Price“Indemnity Amount”) (aggregating all indemnity payments by the Contributor under clauses (i) and (iii) of Section 5.02); and (iii) clause (ii) of Section 5.02, and no REIT Indemnified Parties shall be entitled to indemnification under clause (ii) of Section 5.02, in excess of $40,000,000 (aggregating all indemnity payments by the Contributor under clause(ii) of Section 5.02); provided, the Purchaser Indemnities aggregate indemnity payments by the Contributor under clauses (i), (ii) and (iii) of Section 5.02 shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless exceed $40,000,000; and until provided further none of the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, limitations set forth in this Section 7.6 will not apply 5.04(a) shall be applicable with respect to claims under Section 7.2(a) for breach fraud or intentional misrepresentation or representations set forth in any of any obligation of Seller in Article V the Contributor Fundamental Representations or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthe Manager Fundamental Representations. (b) Notwithstanding anything to the contrary in this Article VII, in no event No amounts of indemnity shall the liability be payable as a result of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent any claim arising under: (15%i) clause (i) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof 5.03 unless and until the aggregate Damages Contributor Indemnified Parties have paid, suffered or incurred by Losses referred to in that clause in excess of the Seller Indemnitees Basket Amount in the aggregate, in which case the Contributor Indemnified Parties may bring a claim for the aggregate amount of all Losses, regardless of the Basket Amount; provided no Contributor Indemnified Parties shall assert any claim under clause (i) of Section 5.03 in respect of any Loss or series of related Losses, unless such Loss or series of related Losses exceeds the Per Claim Threshold and any such Losses that do not exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Per Claim Threshold shall not be liable aggregated for the first Five Hundred Thousand Dollars purposes of this clause ($500,000b)(i); (ii) clause (i) of Damages for which the Seller Indemnities are Section 5.03, and no Contributor Indemnified Parties shall be entitled to indemnification. Howeverindemnification under clause (i) of Section 5.03, this in excess of the Indemnity Amount (aggregating all indemnity payments by the REIT under clause (i) of Section 7.6(b5.03); and (iii) will not apply clause (i) of Section 5.03, and no Contributor Indemnified Parties shall be entitled to claims indemnification under clause (i) of Section 7.3(a) 5.03, for any Losses based on or arising out of any inaccuracy in or breach of any obligation representation or warranty made by the REIT or the OP in Section 3.03 of Purchaser this Agreement or in Article V any of the Transaction Documents if the Manager or Article VIthe Contributor had Knowledge of such inaccuracy or breach prior to the Closing; provided, that none of the limitations set forth in this Section 5.04(b) shall be applicable with respect to fraud or to claims under Section 7.3(c) intentional misrepresentation or Section 7.3(g) or to matters arising representations set forth in respect any of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthe REIT Fundamental Representations.

Limitations. (ai) Notwithstanding anything else contained herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant Shareholders' obligation to indemnification of the indemnify Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise8.2(a) shall be Purchaser's sole and exclusive remedy for breaches of all matters (including breaches of representations and warranties) relating to this Agreement and shall be limited in amount as set forth below. (ii) Subject to the exceptions in Section 8.2(b)(vii), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a indemnification for any Damages pursuant to Section 8.2(a) hereof unless (x) in the case of an individual claim, the Damages relating to such claim exceed Twenty-Five Thousand Dollars ($25,000) (for these purposes, the parties acknowledge and agree that any claim for Damages arising from a single event or series of related circumstances or transactions shall be deemed to be an individual claim) and (y) the cumulative total of Damages for all claims asserted pursuant to Section 8.2(a) exceeds One Million Dollars ($1,000,000) in the aggregate; and in such case the amount of Damages that may be recovered shall only be the amount that such Damages exceed One Million Dollars ($1,000,000); provided, however, that such cumulative indemnification under threshold shall not be applicable to (A) breaches of the representations or warranties set forth in Section 7.2 hereof unless 3.18 (Employees; Employee Benefit Plans) and until Section 3.21 (Taxes) and (B) any of the matters listed in Schedule 8.2(b)(ii). (iii) Subject to the exceptions in Section 8.2(b)(vii), subject to the separate individual limitations applicable to each Shareholder as set forth below, and subject to the several and not joint nature of the representations and warranties of each Shareholder contained in Article 2 hereof, the aggregate amount of Damages suffered recoverable from all Shareholders shall be Twenty Million Dollars ($20,000,000). (iv) With respect to the amount of Damages that may be recovered against a Shareholder with respect to each indemnification claim, (1) the amount of each such claim against a Shareholder shall be limited to the total amount of such Damages of such claim multiplied by a fraction equal to the amount of the Purchase Price less the amount of the Fund Indebtedness that is distributed to the Shareholder for the Shares and Option Equivalent Stock owned by such Shareholder divided by the total aggregate Purchase Price less the amount of the Fund Indebtedness distributed to all Shareholders for the Shares and Option Equivalent Stock and (2), subject to the exceptions in Section 8.2(b)(vii), the total aggregate liability of each Shareholder for all indemnification claims shall be limited to Twenty Million Dollars ($20,000,000) multiplied by the same fraction (such percentage and the maximum indemnification liability of each Shareholder shall be set forth on the Closing Statement);. (v) The amount payable by the Shareholders with respect to any Damages for which they have an indemnification obligation under this Section 8.2 shall be reduced by the amount of any insurance proceeds received by Purchaser Indemnified Parties. Purchaser, Executive and each of its Subsidiaries shall fully pursue all potential claims against applicable policies with respect to Damages before recovering any portion of such Damages from the Escrow Funds or the Shareholders; (vi) Any Damages shall be calculated and determined net of any tax benefit to the Purchaser or Executive resulting from the indemnifiable event or matter; and (vii) Notwithstanding the foregoing, the Shareholders shall be liable for all Damages incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties arising from: ($500,000A) breaches of the representations or warranties set forth in Section 2.2 (it being understood Title to Stock), but only on several and agreed that the Five Hundred Thousand Dollars not joint basis, Section 3.5 ($500,000Capitalization) is intended as a deductibleand Section 3.21 (Taxes), and (B) any claims based on fraud, willful misconduct or intentional misrepresentation without regard to the Seller shall not be liable for cumulative indemnification threshold set forth in clause (y) of Section 8.2(b)(ii), or the first Five Hundred Thousand Dollars ($500,000) aggregate limitation on indemnification set forth in Section 8.2(b)(iii); provided, however, that, in any such case, the total amount of Damages for which a Shareholder shall be liable shall be the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) amount of the Purchase Price; Price distributed to the Shareholder for the Shares and Option Equivalent Stock owned by such Shareholder, and provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed further, however that the Five Hundred Thousand Dollars provisions of 44 Subsection ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,0001) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b8.2(b)(iv) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser shall still be applicable in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationeach such case.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIAbsent fraud, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable required to indemnify the Buyer Indemnified Parties under Section 8.3(a) (other than with respect to the representations and warranties made by Seller in Section 5.17) and Buyer and Parent shall not be required to indemnify the Seller Indemnified Parties under Section 8.4(a) until the Indemnifiable Damages incurred thereunder, individually or in the aggregate, exceed $100,000 (the "Hurdle Amount"), at which point such indemnifying party or parties shall, subject to Section 8.2(c), and in the case of Seller, Section 8.6, be responsible for all such Indemnifiable Damages that may arise in excess of the Hurdle Amount; and provided that such Indemnifiable Damages shall accumulate until such time as they exceed the Hurdle Amount, whereupon the party or parties to be indemnified shall be entitled, subject to Section 8.2(b), and in the case of Seller, Section 8.6, to seek indemnification for the first Five Hundred Thousand Dollars ($500,000) full amount of such Indemnifiable Damages for which in excess of the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationHurdle Amount. (b) Notwithstanding anything With respect to the contrary representations and warranties made by Seller in this Article VIISection 5.17, in no event shall the liability of Purchaser for Damagesabsent fraud, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled required to make a claim for indemnification indemnify the Buyer Indemnified Parties under Section 7.3 hereof unless and 8.3(a) until the aggregate Indemnifiable Damages suffered incurred thereunder, individually or incurred by in the Seller Indemnitees aggregate, exceed Five Hundred Thousand Dollars $100,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Environmental Hurdle Amount"), at which point Seller shall, subject to Section 8.2(c) and Purchaser Section 8.6, be responsible for all such Indemnifiable Damages that may arise in excess of the Environmental Hurdle Amount; and provided that such Indemnifiable Damages shall accumulate until such time as they exceed the Environmental Hurdle Amount, whereupon the Buyer Indemnified Parties shall be entitled, subject to Section 8.2(b) and Section 8.6, to seek indemnification for the full amount of such Indemnifiable Damages in excess of the Environmental Hurdle Amount. (c) Absent fraud, Seller shall not be liable for required to indemnify the first Five Hundred Thousand Dollars ($500,000Buyer Indemnified Parties under Section 8.3(a) of Damages for which and Buyer and Parent shall not be required to indemnify the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Indemnified Parties under Section 7.3(a8.4(a) for breach any amount of any obligation Indemnifiable Damages incurred thereunder in excess of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation$5,200,000.

Limitations. (a) Notwithstanding anything The amount of any Losses for which either Seller or Buyer, as the case may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the contrary in Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article VIIXII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim have any indemnification obligations for indemnification under any individual Losses arising from or in connection with Section 7.2 hereof 12.2(a)(i) unless and until the aggregate Damages suffered or incurred by amount of all such Losses, together with the Purchaser Indemnitees amount of all such Losses under the Other Acquisition Agreement, exceed Five Hundred Thousand Dollars $2,879,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and in which event Seller shall be required to pay the full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount (with respect to this Agreement, together with the full amount of such Losses paid or payable by Seller under the Other Acquisition Agreement) of $57,580,000 (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Seller shall not be liable for any individual or series of related Losses which do not exceed $100,000 and any Losses with respect thereto shall not be included in Losses for purposes of determining the first Five Hundred Thousand Dollars ($500,000) of Damages for which Deductible or the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationCap. (b) Notwithstanding anything to the contrary in this Article VII, in In no event shall either party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the foregoing does not limit any of the obligations or liability of Purchaser either party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (c) Neither Seller nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for Damages(i) a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. (d) For purposes of determining whether a failure of any representation or warranty made by Seller or Buyer contained in this Agreement is true and accurate as of the Closing and for calculating the amount of Losses indemnifiable hereunder, whether any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to indemnification Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (e) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnities pursuant Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to Section 7.3 hereof matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or otherwiseProduct Technology, exceed Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the aggregate more case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than fifteen percent (15%claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of the Purchase Price; providedits officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Seller Indemnities shall not or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Seller, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to make a claim for indemnification under Section 7.3 hereof unless and until any Law with respect to any matter that is the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) subject of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationXII.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, if the aggregate amount of Advances on or before the forty-fifth day after the Initial Borrowing Date (the "Forty-Five Day Anniversary") is less than $2,000,000, then (a) the total number of Initial Warrant Shares to be granted under Section 2.1 hereof shall be reduced to the amount of Initial Warrant Shares equal to the product obtained by multiplying: (i) ten percent (10%) by (ii) the aggregate dollar amount of any Advances having been made by Lender to Borrower within such forty-five day period. Anything to the contrary contained herein notwithstanding, in no event shall the liability aggregate number of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities Initial Warrant Shares issued pursuant to Section 7.2 2.1 hereof or otherwiseexceed 200,000 shares of Common Stock; and (b) the total number of Warrant Shares to be granted under Section 2.2 hereof shall be reduced to the amount of Warrant Shares (the "Adjusted Warrant Total") equal to the product obtained by multiplying: (i) 600,000 by (ii) that percentage, exceed in the numerator of which is the aggregate more than fifteen percent (15%) dollar amount of the Purchase Price; providedAdvances made by the Lender at the Forty-Five Day Anniversary and the denominator of which is $2,000,000. In the event of any adjustment pursuant to this paragraph (b), the Purchaser Indemnities number of Warrants to be granted pursuant to Section 2.2 hereof shall be adjusted pro ratably and the Borrower shall be under no obligation to grant to Lender, and the Lender shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)to, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) any Warrant Shares in excess of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch Adjusted Warrant Total. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the contrary in this Article VII, aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 20% of the Purchase Price; provided, Price (the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Cap”), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the contrary in this Article VIIextent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event shall exceed an amount equal to the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationCap.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be obligated to indemnify any Purchaser Indemnified Person with respect to any Indemnifiable Losses as to which any Purchaser Indemnified Person is otherwise entitled to make a claim for indemnification under Section 7.2 hereof pursuant to Sections 5.2(i) and unless and until the aggregate Damages suffered amount of such Losses exceeds the sum of $90,367.30 (the “Basket Amount”). Seller shall thereafter indemnify the Purchaser Indemnified Persons for all Indemnifiable Losses of the Purchaser Indemnified Persons from the first dollar thereof; provided, however, that the maximum aggregate obligation of Seller to the Purchaser Indemnified Persons (including, but not limited to, Liabilities of Seller for costs, expenses and attorneys’ fees paid or incurred in connection therewith or in connection with the curing of any or all breaches of Seller’s representations and warranties) collectively pursuant to Section 5.2(i) shall not exceed $90,367.30 plus $150,000 (the “Cap”); provided, however, that the Cap for indemnifiable Losses arising from breaches of Fundamental Representations or for Third Party Claims arising from breaches of Section 3.10 (Intellectual Property) shall be capped at $90,367.30. Except for claims for which Seller has assumed the defense pursuant to Section 5.5, the Purchaser Indemnified Persons shall bear the burden of demonstrating that any Indemnifiable Losses to be credited against the Basket Amount were reasonably incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Indemnified Persons, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled without prejudice to indemnification. However, Seller’s rights under this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation5. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. The parties right to indemnification pursuant to Sections 10.02 or 10.04 shall be subject to the following limitations: (a) Notwithstanding anything Sellers shall not have any obligation pursuant to Sections 10.02(a) or 10.02(c), (i) for any individual Loss or series of related Losses, except to the contrary in this Article VIIextent that the amount of such Losses or series of related Losses under Section 10.02(a) or 10.02(c) (other than with respect to Environmental Representations) exceeds Twenty-Five Thousand Dollars ($25,000) and then for the amount of all Losses beginning at dollar one; (ii) for any Loss, in no event shall except to the liability of Seller extent all Losses for Damages, whether pursuant which the Buyer Indemnitees are entitled to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof 10.02(a) or otherwiseSection 10.02(c) (after giving effect to the limitation set forth in Section 10.03(a)(i))) exceeds $600,000 (the “Deductible”), and then only for the amount by which all such Losses exceed the Deductible; (iii) for Losses under Section 10.02(a) or Section 10.02(c) other than relating to the Fundamental Representations and claims sounding in fraud, exceeding, in the aggregate more than fifteen percent with all other Losses indemnified pursuant to Section 10.02(a) and Section 10.02(c), Twenty Percent (1520%) of the Purchase PricePrice less the amount of all Xxxxxxx Remediation Expenses actually incurred by Sellers (including amounts paid out of the Escrow Amount); providedand (iv) for any Loss with respect to which a Notice of Claim is provided after the applicable Expiration Date. For the avoidance of doubt, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless Parties acknowledge and until agree the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, limitations set forth in this Section 7.6 will 10.03 shall not apply to claims under any Claim made pursuant to Section 7.2(a10.02(d) for to the extent within the approved scope of the Xxxxxxx Remediation and associated budget_regardless of whether such Claim also constitutes a breach of any obligation of Seller in Article V a representation or Article VI, warranty or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationa Pre-Closing Environmental Matter. (b) Notwithstanding anything In computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Indemnified Party or any Affiliate of the Indemnified Party from any third party with respect thereto. In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article X, the Indemnifying Party shall, upon payment of such indemnity, be subrogated to all rights of the Indemnified Party with respect to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant Loss to which such indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricerelates; provided, however, that the Seller Indemnities Indemnifying Party shall not only be subrogated to the extent of any amount paid by it pursuant to this Article X in connection with such Loss. (c) An Indemnified Party shall be entitled to make a claim for indemnification under Section 7.3 hereof unless pursuant to this Article X only with respect to the amount of Losses that are in excess of the cash proceeds actually received by such Indemnified Party (after deducting reasonable costs and until the aggregate Damages suffered or expenses incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000in connection with recovery of such proceeds) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled pursuant to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Indemnified Party’s insurance policies.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the contrary in this Article VII, in no event shall "Uncapped Liabilities") or any claim for the liability breach of any other of the representation or warranty on behalf of Seller for Damagescontained herein, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Seller shall not be entitled have any obligation to make a claim for indemnification under Section 7.2 hereof indemnify Buyer from and against Losses (a) unless and until the aggregate Damages suffered or incurred by Losses of Buyer exceed $50,000, and then only to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars extent of such excess ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Deductible"), and nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the Seller "Cap"). Buyer's indemnification remedy first shall not --- be liable for satisfied out of the first Five Hundred Thousand Dollars ($500,000) of Damages for which Escrow Amount; provided that to the Purchaser Indemnities are extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to indemnificationproceed directly against Seller. HoweverThe Deductible, this Section 7.6 will but not the Cap, shall apply to claims under Section 7.2(a) for in the case of the Uncapped Liabilities. Any breach of any obligation of Seller the covenants or agreements contained in Article V Section 14 will not be subject to the Deductible or Article VIthe Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationExcluded Liabilities. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything any provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant to aggregate indemnification obligations of the Purchaser Indemnities pursuant to Seller under Section 7.2 hereof or otherwise7.2(a), exceed in other than the aggregate more than fifteen percent (15%) indemnification obligations for breaches of the Purchase PriceFundamental Representations of the Seller or breaches of Section 3.7 (Taxes), shall at Closing not exceed One Million Seventeen Thousand Five Hundred Dollars ($1,017,500) (the “Cap”); provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars Cap shall be increased dollar-for-dollar by an amount equal to 10.7% of any cash indefeasibly paid to ($500,000or at the direction of) is intended as a deductible), and the Seller shall not be liable for under the first Five Hundred Thousand Dollars Note. The aggregate indemnification obligations of the Seller with respect to any breaches of Fundamental Representations of the Seller or breaches of Section 3.7 ($500,000Taxes) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c) shall not exceed in the aggregate $20,000,000; provided, however, that the Seller shall not be obligated to pay any amount in cash under this Article VII in excess of the amount of cash indefeasibly received by (or on behalf of) the Seller pursuant to this Agreement, and any indemnity obligation payable by the Seller under this Article VII in excess of such cash amount shall only be payable by off-set against the Note (including the Escrow Shares) and the Earnout Consideration (the “Fundamental Cap”). To the extent an indemnity claim exceeds the amount of cash indefeasibly paid to (together with any amounts paid at the direction of) the Seller, the Buyer Indemnified Parties’ sole recourse, if any, shall be to off-set against the Note (including the Escrow Shares) and the Earnout Consideration, irrespective of whether or not outstanding or earned, as applicable; the Seller shall have no liability for any shortfall. For the avoidance of doubt, (i) the Seller shall have no obligation to pay an amount in cash more than the cash indefeasibly received by (or on behalf of) the Seller under this Agreement for any indemnity obligation under this Article VII, and (ii) for purposes of this Agreement, the Indemnification Escrow Amount shall be deemed to be cash indefeasibly received by (or on behalf of), or and cash indefeasibly paid to, the Seller, and shall therefore be available to matters arising fund the Seller’s indemnity obligations under this Article VII in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationaccordance with Section 7.6(b). (b) Notwithstanding anything any provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification obligations of the Seller Indemnities pursuant to under Section 7.3 hereof or otherwise7.2(a), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled apply to make a claim for indemnification under Section 7.3 hereof unless and any Loss until the aggregate Damages suffered or incurred by amount of all Losses for which indemnification claims that have been asserted under Section 7.2(a) exceeds the Seller Indemnitees exceed aggregate amount of One Hundred Seventy-Five Hundred Thousand Dollars ($500,000175,000) (it being understood and agreed that the Five Hundred “Deductible”) (with the determination of whether the Deductible has been reached to include only individual claims or series of related claims which are greater than Fifteen Thousand Dollars ($500,000) is intended 15,000), such claims being referred to herein as a deductible“Qualifying Claims”), and Purchaser then, such indemnification obligation shall apply to all such Losses (but only including Qualifying Claims) in excess of the Deductible; provided, however, that breaches of the Fundamental Representations of the Seller or breaches Section 3.7 (Taxes) shall not be liable subject to the Deductible. (c) Any claims for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Losses under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) 7.2 or Section 7.3(g) 7.3 must be submitted before 11:59 p.m., New York, New York time, on or prior to matters arising in respect of Section 4.4 the date the survival period applicable to the representations and warranties or 4.6covenants on which such claim is based expires. In the event a claim for Losses is not given on or prior to the date the survival period for such representation, warranty or any intentional breach by Purchaser of any covenant or obligationexpires then such claim for Losses will be irrevocably released and/or waived.

Limitations. (a) Notwithstanding anything herein to the contrary in this Article VIIcontrary, in no event Indemnifying Party shall the liability of Seller for Damages, whether have any obligation to indemnify any Indemnified Parties pursuant to indemnification Sections 9.02(a)(i) or 9.03(a)(i), and no Indemnified Party shall make a claim pursuant to Sections 9.02(a)(i) or 9.03(a)(i), unless the aggregate amount of the Purchaser Indemnities Damages sustained or incurred with respect to all claims pursuant to Section 7.2 hereof 9.02(a)(i) or otherwiseSection 9.03(a)(i), exceed as the case may be, exceeds $700,000 and then only to the extent of such excess up to (but not in the excess of) a maximum aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim indemnity for indemnification under Section 7.2 hereof unless and until the aggregate such Damages suffered or incurred payable by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000pursuant to Section 9.02(a)(i) (it being understood and agreed that or the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleSellers pursuant to Section 9.03(a)(i), and as the Seller shall not be liable for the first Five Hundred Thousand Dollars (case may be, of an amount equal to $500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation7 million. (b) Notwithstanding anything herein to the contrary contrary, payments by the Indemnifying Party pursuant to Section 9.02 or 9.03 shall be limited to the amount of Damages, if any, that remains after deducting therefrom (i) any Tax benefit to the applicable Indemnified Parties resulting from such Damages, (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Parties from any third party with respect thereto, (iii) any provision or reserve provided for the item in question in the Closing Date Working Capital Amount and (iv) any adjustments to the Purchase Price paid pursuant to Section 2.07 in respect of the item in question. (c) The Sellers shall have no liability under any provision of this Article VII, in Agreement for any Damages to the extent that such Damages relate to actions taken or omitted to be taken by the Purchaser or any of its Affiliates after the Closing Date. In no event shall the liability Purchaser or Sellers be liable to indemnify the other for punitive, consequential, special or similar Damages. The Purchaser shall take all reasonable steps to mitigate all Damages incurred or sustained by any Purchaser Indemnified Party upon and after becoming aware of any event which could reasonably be expected to give rise to Damages. (d) Notwithstanding any other provision of this Agreement, the Purchaser for Damages, whether pursuant to indemnification acknowledges that the obligation of the Seller Indemnities Sellers to provide indemnification for Damages arising out of Section 9.03 extends only to the Purchaser Indemnified Parties, and that the Sellers shall not be obligated to provide such indemnification to any other Persons other than a permitted assignee pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation11.08.

Limitations. 8.2.1 No Party shall be required to indemnify another Party under Sections 8.3.1 or 8.4.1 until the indemnifiable damages, individually or in the aggregate, exceed $50,000 (a) Notwithstanding anything to the contrary in this Article VII“Hurdle Rate”), in no event at which point such indemnifying party shall the liability of Seller be responsible for Damagesall indemnifiable damages that may arise, whether pursuant to indemnification irrespective of the Purchaser Indemnities pursuant Hurdle Rate; and provided that indemnifiable damages shall accumulate until such time as they exceed the Hurdle Rate, whereupon the party to Section 7.2 hereof or otherwisebe indemnified shall be entitled to seek indemnification for the full amount of such damages from the first dollar. 8.2.2 Absent fraud, exceed in after the Closing, the aggregate more amount of indemnifiable damages for which Seller Companies and Parent shall be jointly and severally liable with respect to breaches of the representations and warranties made by Seller Companies and Parent in Section 2 (other than fifteen percent (15%the Fundamental Representations and Warranties or for knowing or intentional misrepresentations or breaches of covenants and agreements) of shall not exceed the Purchase Price; provided. 8.2.3 In the event the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby are not consummated as a result of a breach hereunder by Purchaser, the maximum aggregate amount of indemnifiable damages for which Purchaser Indemnities shall be liable for hereunder shall equal the Purchase Price. The Parties agree that such amount is a fair estimate of the maximum amount of Seller Companies’ and Parent’s potential damages and hereby agree not to assert any Claim in excess of such amount. 8.2.4 After the Closing, the sole remedy of any party hereto with respect to indemnification Claims pursuant to this Section 8 of this Agreement shall be entitled monetary damages determined pursuant to make a claim this Section 8; provided that nothing herein shall prevent Purchaser from seeking equitable remedies for, among other things, specific performance for indemnification under breaches of Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars 7.7 ($500,000) Confidentiality), Section 7.8 (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblePublic Announcements), and the Seller shall not be liable for the first Five Hundred Thousand Dollars Section 7.9 ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cNon-Competition), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. 7.1 The limitations set out in this clause 7 shall not apply to a Claim under this agreement against the Sellers which is (or the delay in discovery of which is) the consequence of fraud, dishonesty or wilful concealment. 7.2 Subject to clause 7.1, the liability of the Sellers in respect of any Claim (other than a Claim in respect of the Title Warranties): (a) Notwithstanding anything (other than the Tax Covenant and the Indemnities) shall not arise unless: (i) the amount of the liability in respect of such single Claim exceeds £5,000; and/or (ii) the amount of all Claims made in respect of the Warranties or the Tax Covenant (disregarding Claims excluded pursuant to clause 7.2(a)(i)) exceeds £75,000, in which event, the Sellers shall be liable for the whole of such Claims (disregarding Claims excluded pursuant to clause 7.2(a)(i)) and not merely the excess; (b) shall not exceed the aggregate value of the Consideration actually received by the Sellers pursuant to this agreement as reduced by any amounts for which they are liable under this agreement; and (c) shall terminate in respect of all Warranties (other than the Tax Warranties) on the second anniversary of Completion and, in respect of the Tax Warranties and the Tax Covenant, on the seventh anniversary of Completion, save in respect of any Claim of which notice in writing specifying in reasonable detail the matter giving rise to the contrary Claim (including, to the fullest extent reasonably possible, the amount claimed) is given to the Sellers before that date; (d) (other than a Claim in this Article VIIrespect of the Tax Covenant or the Indemnities), shall not arise to the extent that the fact, matter or circumstance giving rise to the Claim was Disclosed or was actually known by the Purchaser at or before the Signing Date; (e) shall be reduced or extinguished (as the case may be) to the extent that a specific provision or reserve in no respect thereof or of the event or circumstance giving rise thereto has been made in the Accounts or payment or discharge of the relevant matter has otherwise been taken into account in the Accounts; (f) shall not arise to the extent that such Claim arises by reason of a liability that, at the time when written notice of the Claim is given to the Sellers within the time limits specified in clause 7.2(c) above, is contingent only or is otherwise not capable of being quantified and the Sellers shall not be liable to make any payment in respect of such Claim unless and until the liability becomes an actual liability and is due and payable, but such liability shall not be extinguished provided that it has been notified to the Sellers by the Purchaser within the time periods set out in clause 7.2(c); (g) shall not arise to the extent that such Claim would not have arisen but for an act or omission carried out by the Purchaser or any Member of Seller for Damagesits Group or the Company or any other person connected with any of them or any of their respective directors, whether employees or agents after the date of this agreement other than any such act or omission (i) taken in the ordinary course of the Business, (ii) pursuant to indemnification a legally binding commitment entered into by the Company on or before Completion or (iii) which is necessary to enable the business to comply with any law, regulation or accounting practice in effect or coming into effect after the Completion Date; (h) shall not arise to the extent that it arises or that it is increased as a result of any change in, or in the published interpretations of, any law or regulation or in the published practice of any government department agency or regulatory body, or any increase in the rates of or any changes in the method of calculating any Taxation or the imposition of any new Taxation coming into effect after the date of this agreement (whether or not prospectively in force at the date hereof of this agreement); (i) shall not arise to the extent that such claim or liability arises or that the amount thereof is increased as a result of any change after the date hereof in the accounting reference date or in any of the accounting policies, bases or practices of the Company or the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed (including a change in the aggregate more accounting bases upon which the Company values its assets) other than fifteen percent a change required to comply with law, accounting standards or generally accepted accounting principles or practice in force as at Completion; (15%j) shall not arise to the extent that the Purchaser or any other Member of its Group is entitled to recover and does so recover an amount from a third party (including the Purchaser’s or any other Member of its Group’s insurers or any Tax Authority, by way of rebate, allowance or other Tax benefit) in respect of the Purchase Price; providedsubject matter giving rise to the Claim (the “Third Party Sum”) and if the recovery of the Third Party Sum and./or any and all Tax payable by the Purchaser by virtue of its receipt is recovered from such third party after the Claim has been settled and paid, the Purchaser Indemnities shall reimburse to the Sellers (or, if the Claim was settled out of monies standing to the credit of such account, the Escrow Account) within five Business Days of recovery by the Purchaser of the Third Party Sum and/or any and all Tax payable by the Purchaser by virtue of its receipt the lesser of the sum paid by the Sellers or from the Escrow Account and the Third Party Sum (after deducting in either case all reasonable costs and expenses properly incurred by the Purchaser or the Company in enforcing a Third Party Sum); 7.3 Where the Company is entitled to recover from a third party insurer (pursuant to any policy of insurance in place at or prior to Completion), the Purchaser shall procure that the Company undertakes and exhausts all reasonable steps to enforce such recovery before taking proceedings against the Sellers. 7.4 The Purchaser shall not be entitled to make a claim for indemnification recover from the Sellers under Section 7.2 hereof unless and until the aggregate Damages suffered Warranties, the Tax Covenant or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising more than once in respect of Sections 3.5, 3.6,. 3.7the same damage suffered. 7.5 The Purchaser shall, or 3.15shall procure that each relevant Member of its Group shall, keep the Sellers fully and promptly informed of any actual or prospective right of recovery from any third party as referred to in clause 7.2(j) and clause 7.3. 7.6 If the Purchaser or any other Member of its Group becomes aware of any claim, action or demand against it, or any intentional breach by Seller of any covenant circumstance which may give rise to any claim, action or obligation.demand against it, and which may give rise to a Claim (other than in respect of a Tax Claim, the conduct of which is set out in part 4 of schedule 4), the Purchaser shall forthwith give written notice (including reasonable particulars of such claim or circumstance and, so far as is reasonably possible, the amount claimed) to the Sellers and the Purchaser shall and shall procure that the Company shall: (a) give the Sellers and their professional advisers reasonable access to the premises and personnel of the Purchaser and/or the Company and/or any other member of the Purchaser’s Group as the case may be and to any relevant assets, accounts, documents and records within the control of any member of the Purchaser’s Group and/or the Company to enable the Sellers and their professional advisers to examine such assets, accounts, documents and records and take photographs or photocopies thereof at its own expense in order to appraise themselves of all facts, matters and information relevant to the claim, action or demand against the Purchaser or the Company; (b) Notwithstanding anything to consult with the contrary Sellers in this Article VIIadvance of any action taken by the Purchaser or any Member of its Group in respect of such claim, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification action or demand; and (c) have due regard and take reasonable account of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in Sellers’ representations made during such consultations. (d) For the aggregate more than fifteen percent (15%) avoidance of the Purchase Price; provideddoubt, the Seller Indemnities Purchaser shall not be entitled to make take (or procure that a Member of its Group takes) any reasonable action in respect of a claim, action or demand against it, provided that it takes into account the interests of the Sellers in the terms of clause 7.6(c) as well as the reasonable financial and commercial interests of the Purchaser and its Group. 7.7 Any Claim which has been made for breach of Warranty (and which has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six months commencing on the date on which notice of such claim for indemnification under Section 7.3 hereof unless and until was given to the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleSellers in accordance with clause 7.2(c), unless legal or arbitration proceedings in respect of such claim shall have been validly commenced and served on the Sellers within such notice period. 7.8 For the avoidance of doubt, and subject to the provisions of clause 6.8 and this clause 7, the Purchaser shall not be liable prevented from making a Claim or from recovering any amount from the Sellers, notwithstanding the fact that the full amount held in the Escrow Account may have already been paid to the Purchaser. 7.9 Without prejudice to any other provision in this agreement for the first Five Hundred Thousand Dollars ($500,000) protection of Damages for the Sellers or either of them, the Purchaser shall and shall procure that each Member of its Group shall take all steps as required by law to mitigate any loss or damage which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach Purchaser may suffer in consequence of any obligation of Purchaser in Article V or Article VI, or matter giving rise to claims under Section 7.3(c) or Section 7.3(g) or to matters arising a Claim in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationWarranty.

Limitations. (a) Subject to the other limitations in this Section 7.05, the Parent Indemnified Persons will be entitled to be indemnified pursuant to Section 7.02(a) for Damages, but only if and to the extent that the aggregate amount of all such Damages under Section 7.02(a) and Section 7.03(a) are in excess of $3,500,000 (the “Deductible”). Notwithstanding anything to the contrary herein, to the extent the Company is reasonably expected to have recourse or rights to indemnification from Shell for any individual claim or series of related claims that give rise to Damages, the Company shall be required to pursue such claim or claims against Shell for such Damages and such claim or claims shall only be subject to indemnification by any Person pursuant to this Agreement to the extent the Parent Indemnified Person is, after commercially reasonable efforts, unable to fully recover such Damages (including expenses incurred in pursuing the claim against Shell) from Shell. Notwithstanding anything to the contrary set forth herein, (except as specifically set forth in Section 7.05(f)), in no event will the aggregate indemnification obligations of the Company and Carlyle under this Article VII exceed $35,000,000 (the “Cap”). (b) Subject to the other limitations in this Section 7.05, including, without limitation, the final sentence of Section 7.05(a), the Parent Indemnified Persons will be entitled to be indemnified pursuant to Section 7.03(a) for Damages, but only if and to the extent that the aggregate amount of all such Damages under Section 7.02(a) and Section 7.03(a) are in excess of the Deductible. (c) Subject to the other limitations in this Section 7.05, the Carlyle/Xxxxx Indemnified Persons will be entitled to be indemnified pursuant to Section 7.04(a) for Damages, but only if and to the extent that the aggregate amount of all Damages are in excess of $500,000. Except as specifically set forth in Section 7.05(f), in no event will Parent’s aggregate indemnification obligations under this Article VII exceed $5,000,000. (d) No Indemnifying Person will be liable for any Damages that are subject to indemnification under Sections 7.02, 7.03, or 7.04, as applicable, unless a written demand for indemnification under this Agreement is delivered by the Indemnified Person to the Indemnifying Person in accordance with the claims procedure referred to in Section 7.06(a) prior to 5:00 P.M. Mountain Time on the date pursuant to Section 7.01 on which the survival period of the applicable representations and warranties expire or, in the case of covenants and agreements entered into pursuant to this Agreement, prior to the time such covenant or agreement is fully performed in accordance with the terms of this Agreement. The written demand shall describe the basis for the express claim of indemnification in reasonable detail, including the factual circumstances giving rise to such claim and the provisions under this Agreement on which such claim is based (a “Claim Notice”). (e) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in under no event shall the liability circumstances will any Party or any of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not its Affiliates be entitled to make a claim recover more than one time for any Damages under this Agreement, and the Deductible, the Cap, and the limitations in Section 7.05(c) shall only apply to the indemnification under obligations of Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible7.02(a), Section 7.03(a), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c7.04(a), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (bf) Notwithstanding anything to the contrary contained in this Article VIIAgreement: (i) the limitations set forth in Section 7.05(a) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Company Fundamental Representations; (ii) the limitations set forth in Section 7.05(b) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Carlyle Fundamental Representations; and (iii) the limitations set forth in Section 7.05(c) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Parent Fundamental Representations, provided, however, that in no event shall (x) Parent’s right to recover Damages from any Person under this Article VII exceed the liability amount of Purchaser for Damages, whether the consideration actually received by such Person pursuant to this Agreement and (y) Parent’s indemnification obligations under this Article VII to any Carlyle/Xxxxx Indemnified Person exceed an amount equal to the consideration actually paid to such Carlyle/Xxxxx Indemnified Person. (g) Notwithstanding anything to the contrary set forth herein (including Section 7.05(h)), from and after Closing, a Parent Indemnified Person’s sole and exclusive recourse and remedy in respect of Damages subject to indemnification under Section 7.02(a) (other than claims of, or causes of action arising from, the breach of any Company Fundamental Representations or those matters set forth on Schedule 7.05(g)) shall be recovery of any proceeds payable pursuant to CORR R&W Insurance Policy, regardless of the Seller Indemnities amount collected, and regardless of whether the CORR R&W Insurance Policy is “available”, with respect to any claim(s) made against the CORR R&W Insurance Policy (if any), and neither the Company nor any Xxxxx Member shall have any liability with respect to such Damages. (h) From and after the Closing, Carlyle, X. Xxxxx and the Company shall use good‑faith efforts to reasonably cooperate with the Parent Indemnified Persons in connection with any claim made by such Person under the CORR R&W Insurance Policy. Parent shall use commercially reasonable efforts to recover Damages under the CORR R&W Insurance Policy if the CORR R&W Insurance Policy is available at such time. Nothing contained in this Section 7.05(h) shall require or be construed to require Parent or any other Parent Indemnified Person to commence any Proceeding against the insurance provider under or in respect of the CORR R&W Insurance Policy. For purposes of determining whether the CORR R&W Insurance Policy is “available” for purposes of this Section 7.05, the CORR R&W Insurance Policy shall only be deemed available to the extent that any retention, deductible or similar requirements under the CORR R&W Insurance Policy have been satisfied or eroded in full and to the extent the Damages sought are not otherwise excluded pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) terms and conditions of the Purchase Price; providedCORR R&W Insurance Policy. Notwithstanding anything in this Section 7.05 to the contrary (but subject to Section 7.05(g)), if (i) a Parent Indemnified Person receives from the Seller Indemnities shall not insurance provider a notice of denial of coverage or other adverse determination with respect to all or any portion of the amount of Damages that may be entitled subject to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred this Agreement covered by the Seller Indemnitees exceed Five Hundred Thousand Dollars CORR R&W Insurance Policy or ($500,000ii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)amount of such Damages exceeds the CORR R&W Insurance Policy limits of liability, and Purchaser shall not be liable for then with respect to the first Five Hundred Thousand Dollars ($500,000) portion of Damages for which recourse under the Seller Indemnities are entitled to indemnification. HoweverCORR R&W Insurance Policy has been denied or otherwise adversely determined against a Parent Indemnified Person or that exceeds the R&W Insurance Policy limits of liability, the CORR R&W Insurance Policy shall be deemed not “available” for all purposes of this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationAgreement.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event No amounts of indemnity shall the liability be payable as a result of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a any claim for indemnification arising under Section 7.2 hereof 7.2(a) relating to a breach or alleged breach of a representation or warranty unless and until the Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in that clause in excess of one hundred seventy five thousand dollars ($175,000) in the aggregate Damages suffered or incurred by (the “Threshold”), in which case the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Indemnified Parties may bring a claim for all such Losses in excess of the Threshold, except that the Five Hundred Thousand Dollars ($500,000) is intended as Purchaser Indemnified Parties may bring claims related to any breach or alleged breach of a deductiblerepresentation or warranty under Sections 3.1, 3.2(a), 3.7, 3.22, 3.32 and the Seller 3.33 shall not be liable subject to, or in any way limited by, the Threshold. Except for indemnity based on any of Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32 and 3.33, the first Five Hundred Thousand Dollars maximum Liability of the Sellers under Sections 7.2(a) shall not exceed three million five hundred thousand dollars ($500,0003,500,000) in the aggregate (the “Indemnity Amount”). Notwithstanding anything herein to the contrary, the maximum aggregate liability of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims Sellers under Section 7.2(a) for shall not exceed the aggregate cash portion of the Purchase Price paid by Purchaser to the Sellers after giving effect to the adjustments in accordance with Section 2.10 and Section 2.11 (the “Maximum Indemnity Amount”). For the purpose of calculating any Loss arising from a breach by the Sellers of any obligation representation or warranty that is qualified in any respect by materiality, Seller Material Adverse Effect or Business Material Adverse Effect, solely for purposes of Seller in Article V or Article VI, or to claims under calculating such Loss for purpose of this Section 7.2(b) or Section 7.2(c7.4(a), such materiality, Seller Material Adverse Effect or to matters arising Business Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any reason under this Agreement, such qualification in respect of Sections 3.5, 3.6,. 3.7, materiality or 3.15, or any intentional breach by Seller of any covenant or obligationMaterial Adverse Effect should not be ignored. (b) Notwithstanding anything to the contrary in this Article VII, in no event No amounts of indemnity shall the liability be payable as a result of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a any claim for indemnification arising under Section 7.3 hereof 7.3(a) relating to a breach or alleged breach of a representation or warranty unless and until the aggregate Damages suffered Seller Indemnified Parties have suffered, incurred, sustained or incurred by become subject to Losses referred to in that clause in excess of the Threshold, in which case the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Indemnified Parties may bring a claim for all such Losses in excess of the Threshold, except that the Five Hundred Thousand Dollars ($500,000Seller Indemnified Parties may bring claims related to any breach or alleged breach of a representation or warranty under Sections 4.1, 4.2(a) is intended as a deductible), and Purchaser 4.4 and such claims shall not be liable for subject to, or in any way limited by, the first Five Hundred Thousand Dollars ($500,000) Threshold. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Purchaser under Section 7.3(a) for breach shall not exceed the Indemnity Amount. For the purpose of calculating any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters Loss arising in respect of Section 4.4 or 4.6, or any intentional from a breach by Purchaser of any covenant representation or warranty that is qualified in any respect by materiality or Purchaser Material Adverse Effect, solely for purposes of calculating such Loss for purposes of this Section 7.4(b), such materiality or Purchaser Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any purpose under this Agreement, such qualifications in respect of materiality or Purchaser Material Adverse Effect shall not be ignored. (c) The amount of any claim pursuant to this Article VII will be reduced by the amount of any insurance proceeds and the amount of any Tax benefit (net of all Tax detriments incurred in the Loss) when actually realized to the Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit or insurance proceeds after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the indemnifying party in an amount equal to such Tax benefit or insurance proceeds; provided, that such payment shall not exceed the amount of the indemnity payment. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. (d) In no event will any of the Parties be liable under this Article VII for incidental, consequential (including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity), or punitive damages.

Limitations. (a) Notwithstanding anything any provision in this Agreement to the contrary in this Article VIIcontrary, in no event Sellers shall the not have any liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise10.2(a), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until aggregate Losses exceed $50,000, in which event, Sellers shall only be liable to the aggregate Damages suffered or incurred by extent that such Losses exceed $50,000. Notwithstanding any provision in this Agreement to the contrary, Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleshall not have any liability pursuant to Section 10.3(a), unless and the Seller until such aggregate Losses exceed $50,000, in which event, Purchaser shall not only be liable for to the first Five Hundred Thousand Dollars (extent that such Losses exceed $500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation50,000. (b) Notwithstanding anything any provision in this Agreement to the contrary in contrary, the aggregate indemnification liability of each Seller under this Article VII, in no event X shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, not exceed in the aggregate more than fifteen percent (15%) payments of the Purchase Price, Escrow Shares, Earn-Out Payments, and Balloon Payment paid by Purchaser to such Seller under this Agreement, except that there shall be no such limitation in the event of: (i) fraud committed by such Seller or the Company; provided(ii) any breach of the Tax Warranties or Title and Authorization Warranties; and (iii) any breach of Section 3.29. Notwithstanding the foregoing, the each Seller Indemnities hereby agrees and acknowledges that any Purchaser Indemnified Party shall not be entitled to make satisfy any judgment or arbitral award issued with respect to any claim asserted against such Seller by such Purchaser Indemnified Party prior to January 1, 2002 with, and offset the amount of such judgment or award against, any Earn-Out Payment and/or Balloon Payment that may be earned subsequent to December 31, 2001. Each Seller hereby assigns all of its right, title, and interest in and to all Earn-Out Payments and the Balloon Payment as security to satisfy any such judgment or arbitral award. (c) The liability of the Sellers and Purchaser under this Article X shall be subject to reduction in an amount equal to the value of any: (i) net Tax benefit realized by the Indemnified Person (by reason of a Tax deduction, basis adjustment, shifting of income, credits and/or deductions, or otherwise from one or more fiscal periods to another resulting, in each case, from any Loss suffered by the Indemnified Person that forms the basis of the Indemnifying Person's obligation hereunder), giving effect to any Tax liabilities of the Indemnified Person arising as a result of any payments made by an Indemnifying Person with respect to such claim for indemnification under Section 7.3 hereof unless indemnification; and until the aggregate Damages suffered or incurred (ii) insurance benefit realized by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Indemnified Person in connection with any Loss suffered by such Person that forms the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for basis of the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnificationIndemnifying Person's obligation hereunder. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.ARTICLE XI

Limitations. (a) Notwithstanding anything to (i) any liability of the contrary in Members for Damages under this Article VII8 shall be satisfied solely from the Indemnification Shares, in no event for which purpose such shares shall be valued at the liability greater of Seller for Damages(A) the original issue price thereof, whether pursuant to indemnification of and (B) the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseAverage Closing Price thereof on the date on which such shares are released from the Indemnification Escrow, exceed in and (ii) the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Members shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof this Agreement unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under this Agreement exceed $50,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Seller shall become liable for the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)aggregate Damages under this Agreement, and not just amounts in excess of $50,000. (i) the Seller aggregate liability of the Buyer for Damages under this Article 8 shall not exceed the value of the Indemnification Shares, and (ii) the Buyer shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, under this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof Agreement unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under this Agreement exceed $50,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars Buyer shall become liable for the aggregate Damages under this Agreement and not just amounts in excess of $50,000). ($500,000c) The limitations set forth in Sections 8.5(a) and 8.5(b) shall not apply to (it being understood i) the representations and agreed that the Five Hundred Thousand Dollars warranties set forth in Sections 2.8 ($500,000) is intended as a deductibleTax Matters), 2.18 (Litigation), 2.21 (Employee Benefits), 2.28 (Capital Structure), 4.3 (Capital Structure) and Purchaser 8.1(c), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, (A) all Damages shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in Sections 8.5(a) and 8.5(b) have been exceeded, (B) no Damages shall be counted in determining whether the cap in Sections 8.5(a) and 8.5(b) has been exceeded, and (C) the indemnification obligations shall not be liable for limited in amount. The indemnification obligations of the first Five Hundred Thousand Dollars ($500,000) of Damages for which parties hereto and the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will rights and remedies that may be exercised by an Indemnified Party shall not apply to claims under Section 7.3(a) for breach be limited or otherwise affected by or as a result of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6information furnished to, or any intentional investigation made by or knowledge of any of the Indemnified Parties or any of their Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article 8 shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach by Purchaser of warranty or failure to perform any covenant or obligationagreement contained in this Agreement.

Limitations. (ai) Notwithstanding anything the foregoing provisions of Sections 9.2(a) and 9.2(b), an Indemnifying Party shall not have any liability to an Indemnified Party under Section 9.2(a)(i) or Section 9.2(b)(i) unless and until the contrary in this Article VIIaggregate amount of all Recoverable Losses incurred by such Indemnified Party exceeds 1% of the Purchase Price as adjusted by any Purchase Price Adjustment (the "ADJUSTED PURCHASE PRICE"), in no which event only the amount in excess of 1% of the Adjusted Purchase Price shall be recoverable; and the aggregate liability of Seller for Damages, whether pursuant to indemnification an Indemnifying Party under Section 9.2(a)(i) or under Section 9.2(b)(i) shall not exceed 10% of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Adjusted Purchase Price; provided, however, that the Purchaser Indemnities limitations set forth in this sentence shall not apply with respect to USF's and Distribution's liability to the Buyer Indemnified Parties for breaches of Section 3.3 or Section 4.4, shall not apply with respect to Buyer's liability to the Seller Indemnified Parties for breach of Section 5.5 or Section 5.6, and for the avoidance of doubt shall not apply to the liability of Buyer or Distribution, as applicable, to pay the amount of the Purchase Price Adjustment pursuant to the terms of Section 2.5 hereof and any amounts paid with respect to the matters addressed in this proviso shall not be entitled included in determining whether the limitations in this sentence (the 1% and 10% calculations) have been reached. All indemnity payments made under this Article IX shall be treated as adjustments to make a claim for the Purchase Price. For the purposes of determining the amount of Losses incurred by an Indemnified Party in accordance with this Article IX, such Losses shall be offset by the amount of any Income Tax benefit actually realized by the Indemnified Party with respect thereto. For the avoidance of doubt, the limitations set forth in this paragraph shall not apply to indemnification under clauses (ii) or (iii) of Section 7.2 hereof unless 9.2(a) or clause (ii) or (iii) of Section 9.2(b). (ii) USF and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Distribution shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for any Losses resulting from a breach of any obligation of Seller the representations, warranties and covenants set forth in Article V III or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect IV of Sections 3.5, 3.6,. 3.7, or 3.15, this Agreement or any intentional of the covenants set forth in Article VII of this Agreement to the extent that: (1) the liability for such breach by Seller occurs or is increased as a result of the adoption or imposition of any covenant Law not in force at the date of this Agreement or obligation.as a result of any retroactive increase in rates of taxation imposed after the Closing Date; (b2) Notwithstanding anything the Losses would not have arisen but for a change in accounting policy or practice of the Buyer after the Closing; or (3) Buyer has failed to first use commercially reasonable efforts to recover any Losses from insurers under any Policies or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties existing as of the Closing Date. Any amounts (net of enforcement costs and deductibles) received from such insurers or such other third parties shall reduce the amount of Losses for purposes of determining the amount of USF's and Distribution's indemnity obligation under this Article IX. If received after an indemnification payment has been made by USF or Distribution under this Article IX, any amounts recovered from insurers or other third parties shall be paid to the contrary in this Article VIIIndemnifying Party up to the amount paid by the Indemnifying Party, in no event shall plus interest on such amount, calculated at the liability Reference Rate, from the date paid by the Indemnifying Party to the date of Purchaser for Damagespayment to the Indemnifying Party, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Priceinclusive; provided, however, that under no circumstances shall the Seller Indemnities Buyer Indemnified Parties be required to pay the Indemnifying Party an amount which exceeds the amount recovered from the insurer or third party, as the case may be. At the time of receiving an indemnification payment from USF or Distribution, Buyer shall not be entitled assign to make a USF its right to any available remedy against insurers under any Policies or against third parties in each case, with respect to the claim for which an indemnification under Section 7.3 hereof unless payment has been made and until up to the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch indemnification payment.

Limitations. (a) No Indemnitee shall be entitled to indemnification pursuant to Section 5.1(a) (other than with respect to Fundamental Reps) (in the case of the Purchaser Indemnified Parties) or Section 5.2(a) (other than with respect to Fundamental Reps) (in the case of the Seller Indemnified Parties) for any single claim or related series of claims involving less than $25,000. (b) No Indemnitee shall be entitled to indemnification pursuant to Section 5.1(a) (other than with respect to Fundamental Reps) (in the case of the Purchaser Indemnified Parties) or Section 5.2(a) (other than with respect to Fundamental Reps) (in the case of the Seller Indemnified Parties) unless and until the aggregate amount of all Damages of such Indemnitee exceeds $250,000, after which the Indemnitor will be obligated for Damages in excess of $250,000. (c) Notwithstanding anything any provision to the contrary contained in this Article VIIARTICLE V, in no event the maximum amount of Damages the Sellers shall the liability of Seller be liable for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise5.1(a) (other than with respect to Fundamental Reps) shall not exceed the amount of $2,944,000. (d) Notwithstanding any provision to the contrary contained in this ARTICLE V, the maximum amount of Damages the Purchaser and the Parent shall be liable for pursuant to Section 5.2(a) (other than with respect to Fundamental Reps) shall not exceed the amount of $2,944,000. (e) Notwithstanding any provision to the contrary contained in this ARTICLE V, the aggregate more than fifteen percent (15%) maximum amount of Damages the Sellers shall be liable for pursuant to this ARTICLE V shall be an amount equal to the Purchase Price. (f) Notwithstanding any provision to the contrary contained in this ARTICLE V, the maximum amount of Damages the Purchaser and the Parent shall be liable for pursuant to this ARTICLE V shall be an amount equal to the Purchase Price. (g) All Damages under this Agreement shall be determined without duplication of recovery by reason of the same set of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant, or agreement. (h) For purposes of calculating the amount of Damages incurred by an Indemnitee resulting from any misrepresentation or breach of a warranty, covenant, or agreement, but not for purposes of determining the existence of a breach, the references to “material,” “in all material respects” or other materiality qualifications shall be disregarded. (i) No party hereto will be liable to any Indemnitee for, and the definition of “Damages” shall be construed to entirely exclude, any punitive, consequential (except to the extent reasonably foreseeable), incidental, or special damages, decrease in or limitation of any Tax attribute (except to the extent such decrease or limitation results in a Tax subject to indemnification under Section 5.1(d)), business interruption, cost of capital, or loss of business reputation or opportunity. (j) The Sellers will not be liable for, and the definition of “Damages” shall be construed to entirely exclude, Taxes with respect to the Business and the Assets, and Taxes of the Transferred Subsidiaries, with respect to any Post-Closing Tax Period (allocated, for a Straddle Period, in accordance with the methodology set forth in Section 1.4(a)(i)). (k) Upon becoming aware of any event which would reasonably be expected to, or does, give rise to Damages, each Indemnitee shall take all reasonable steps to mitigate such Damages to the extent required by applicable Law. (l) Notwithstanding any other provision herein to the contrary, the amount of Damages that any Indemnitee may recover for indemnification pursuant to this Agreement shall be offset against any amounts received by such Indemnitee in respect of the Damages forming the basis of such claim for recovery from a third party pursuant to any indemnification or other similar right or any applicable insurance policy, less the out-of-pocket costs reasonably incurred in pursuing or obtaining such indemnification or insurance proceeds. Each party hereby agrees to use all commercially reasonable efforts to claim for and obtain recovery of any such available insurance, indemnification, contribution, or similar payment; provided, the Purchaser Indemnities however, that a party shall not be entitled have any obligation to make seek to recover any such insurance, indemnification, contribution or similar payment prior to making a claim for indemnification under Section 7.2 hereof unless and until this ARTICLE V. If any Indemnitee receives such amount from such third party subsequent to a recovery for indemnification under this Agreement, the aggregate Damages suffered or incurred by applicable Indemnitee will promptly remit such offset amount to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationapplicable Indemnitor hereunder. (bm) Notwithstanding anything contained in this Agreement to the contrary contrary, no limitations on liability set forth in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) ARTICLE V will not apply with respect to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationbased on Fraud.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of the Seller for DamagesLosses under Section 10.2(a) shall not exceed $2,500,000 (the “Cap Limitation”), whether pursuant provided, however, that notwithstanding the foregoing, the Cap Limitation shall not apply to (A) claims for indemnification for Losses arising out of fraud, (B) the Purchaser Indemnities pursuant to Special Representations, Section 7.2 hereof or otherwise5.1 (Organization, exceed in Good Standing and Qualification) and Section 5.2 (Corporate Authorization) and (C) the aggregate more than fifteen percent (15%) of the Purchase PriceExcluded Liabilities; provided, further, that the Purchaser Indemnities claims for indemnification described in the foregoing clause (B) shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless exceed the Closing Cash Payment; and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000ii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for only that portion of the first Five Hundred Thousand Dollars ($500,000aggregate Losses under Section 10.2(a) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationit would otherwise be liable which exceeds $300,000. (b) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of the Purchaser for DamagesLosses under Section 10.2(b) (other than the obligation to pay the purchase price hereunder, whether pursuant with respect to indemnification of which the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, Cap Limitation shall not apply) shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase PriceCap Limitation; provided, however, that notwithstanding the Seller Indemnities foregoing, the Cap Limitation shall not be entitled apply to make a claim (A) Section 6.1 (Organization, Good Standing and Qualification) and Section 6.2 (Corporate Authorization) and (B) the Assumed Liabilities; provided, further, that the claims for indemnification under Section 7.3 hereof unless described in the foregoing clause (A) shall not exceed the Closing Cash Payment; and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000ii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for only that portion of the first Five Hundred Thousand Dollars ($500,000aggregate Losses under Section 10.2(b) of Damages for which it would otherwise be liable which exceeds $300,000 (other than the Seller Indemnities are entitled obligation to indemnification. Howeverpay the purchase price hereunder, this Section 7.6(b) will with respect to which such limitation shall not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationapply).

Limitations. Notwithstanding anything herein to the contrary: (a) Notwithstanding anything Other than distributions from the Escrow Fund, no Selling Member shall be liable under Section 9.2(a) with respect to any indemnification claim in an amount in excess of such Selling Member’s Pro Rata Share of the Indemnity Cap, to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant extent actually paid to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VIsuch Selling Member, or to claims under Section 7.2(b) or Section 7.2(csuch Selling Member’s Pro Rata Share of such Losses (whichever is the lower amount), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything herein to the contrary contrary, the Selling Members shall be required to indemnify and hold harmless under Section 9.2(a)(i), (ii) and (iii) for Losses only to the extent that the aggregate amount of such Losses exceeds Seventy-Five Thousand Dollars ($75,000.00) (the “Deductible”), provided that if such Losses do exceed the Deductible, Buyer Indemnified Parties shall be entitled to indemnification for the amount of such Losses in excess of the Deductible. (c) In determining whether a representation or warranty in this Article VIIAgreement has been breached, or the amount of any Losses with respect to such breach, by Company or any Selling Member for purposes of Section 9.2(a)(i), (ii) or (iii), or with respect to a breach or inaccuracy of a representation or warranty by Buyer for purposes of Section 9.3(a), any terms or words such as “material,”, “in no event all material respects” or “Material Adverse Effect” or any other similar qualifier contained herein shall be disregarded. (i) The maximum aggregate amount required to be paid by the liability of Purchaser for DamagesSelling Members under Section 9.2(a)(i) shall not exceed an amount equal to the Escrow Amount plus the Set-off Amount, whether pursuant if any; (ii) The maximum aggregate amount required to indemnification of be paid by the Seller Indemnities pursuant Selling Members under Sections 9.2(a)(ii), (iv), (v), (vi), (vii) and (viii) or Buyer under Section 9.3 shall be equal to the Indemnity Cap, to the extent actually paid; and (iii) The maximum aggregate amount required to be paid by the Selling Members under Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen 9.2(a)(iii) shall be seventy-five percent (1575%) of the Purchase Price; providedIndemnity Cap, to the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars extent actually paid. ($500,000iv) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, The limitations set forth in this Section 7.6(b) will 9.4 shall not apply to claims under Section 7.3(a) for breach any claim arising from fraud or intentional misrepresentation by any Party, in each case, as finally determined by a court of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationcompetent jurisdiction.

Limitations. Notwithstanding anything contained in this Agreement or otherwise to the contrary, the obligations of Sellers under this Article IX (which, for the avoidance of doubt, excludes Tax claims subject to Section 6.1) are subject to the limitations on liability contained in this Section 9.7. (a) Notwithstanding anything Sellers will not be liable for any Losses (except for Losses related to any breach of the contrary representations and warranties in Sections 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6, for which there shall be no basket) under this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and IX until the aggregate Damages amount of all Losses suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Buyer exceeds Fifty Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible50,000), and the Seller in which case Sellers shall not be liable for the first Five Hundred Thousand Dollars ($500,000) all such Losses in excess of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch amount. (b) Notwithstanding anything In addition to the contrary limitations set forth in Section 9.7(a), the Sellers' maximum liability, and Buyer's recourse, with respect to all Claims and Losses, including but not limited to, Legacy Liabilities, under this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof IX or otherwise, exceed absent fraud by a Seller or intentional misconduct by a Seller, shall be limited to One Million Dollars ($1,000,000), in the aggregate more than fifteen aggregate. Notwithstanding the foregoing, this $1,000,000 limitation shall not apply to any breach of the representations and warranties set forth in Sections 3.3 and 3.4 hereof, and with respect to which the limit shall be the amount of the Closing Payment. (c) Notwithstanding anything herein to the contrary, with respect to any loan that the Company has closed on or prior to the Closing Date and to any Pipeline Loan (collectively the "Subject Loans") that are required to be indemnified or repurchased by the Company to the Agencies or any other purchaser or guarantor of such loans after the Closing Date because of deficiencies in the loan or the loan documents, the following will apply: (A) with respect to any such loans that as of the Closing Date are already required to be indemnified and a claim for such has been made (all of which are identified on Schedule 3.21(k)), these loans shall not be subject to any indemnification claims and to the extent paid after Closing, Sellers shall have no liability for any such indemnified amounts, and (B) with respect to any new indemnification or repurchase claims for Subject Loans that the Company receives notice of after the Closing Date, where the indemnification obligation arises during the first twelve (12) months after the Closing Date, the first four (4) of any such loans shall not be subject to indemnification, but for any excess above the first four, ten percent (1510%) of the Purchase Price; providedloan amount shall be set aside from the initial One Million Dollars ($1,000,000) escrow amount and shall continue to be held in escrow and used to satisfy any Loss incurred by the Company with respect to such indemnification or repurchase claim, until the Seller Indemnities first to occur of (I) five years after the Closing Date, or (II) the date the loan is paid off, and then any remaining amount of such held‑back escrow shall be paid to Sellers (in proportion to their ownership interest in the Company as of the Closing), and the Sellers indemnification obligation on such loans shall not exceed the ten percent (10%) amount for such loan. If the indemnification or repurchase claim arises after the date that is one (1) year after the Closing Date, any such claim shall not be entitled subject to make a claim for any indemnification under Section 7.3 hereof unless claims and until to the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)extent paid after Closing, and Purchaser Sellers shall not be liable have no liability for any such indemnified amounts. Notwithstanding the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverforegoing, this Section 7.6(b9.7(c) will shall not apply to claims under Section 7.3(a) for breach of any indemnification or reimbursement obligation of Purchaser in Article V the Company for Losses resulting from any fraudulent act or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect willful misconduct of Section 4.4 or 4.6, the Company or any intentional breach by Purchaser of any covenant or obligationthe Sellers prior to the Closing Date.

Limitations. (a) Notwithstanding anything Subject to Section 10.13 and except with respect to claims made pursuant to Section 1.4, Section 6.2(b) or Article VIII, from and after the Closing, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the contrary transactions that are the subject of this Agreement. Subject to Section 10.13, from and after the Closing, the rights of Buyer and Sellers under Article VIII shall be the sole and exclusive remedy of Buyer and Sellers with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing three sentences, in this Article VIIthe absence of actual fraud, in no event shall the liability of Seller for DamagesBuyer, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, each of the following four limitations shall apply: (i) the aggregate liability of PKI for all Damages under Section 6.1(a) shall not exceed an amount equal to $48,200,000; (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a)(i) or 6.2(a)(i) shall be valid and assertable unless it is (or they are) for an amount in excess of $25,000; (iii) PKI shall be liable under Section 6.1(a)(i) for only that portion of the aggregate Damages under such sections, considered together, which exceeds $4,820,000 (it being understood that PKI shall not be liable, in no event shall any event, for the liability first $4,820,000 of Purchaser for Damagessaid Damages under Section 6.1(a)(i), whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent considered together); and (15%iv) of the Purchase Price; provided, the Seller Indemnities Buyer shall not be entitled to make a any claim for indemnification under with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)1.4, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of any Damages for which the Seller Indemnities are entitled to indemnification. However, indemnification is provided under this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or under Articles VIII or IX, shall be calculated net of any specific accruals, reserves or provisions reflected in the Final Closing Working Capital Statement relating thereto; provided, however, that the limitations of Section 6.5(b) shall not apply to any claim described in clause (ii) of Section 6.1(a) to the extent relating to any breach of a post-closing covenant of PKI, paragraph (b) of Section 6.1 or paragraphs (b) through (d) of Section 6.2 or for any post-closing adjustment pursuant to Section 1.4. (c) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI that are (i) consequential, in the nature of lost profits, diminutions in value, special or punitive or otherwise not actual Damages or (ii) without limiting the ability of an Indemnified Party to assert claims for indemnification in accordance with Section 6.3, contingent, unless and until such Damages are actual and mature. Buyer shall (and shall cause the Business to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate the Damages for which indemnification is provided to Buyer by PKI under Section 7.3(cArticle VI. (d) Sellers shall not have any right of contribution against the Business with respect to any breach by PKI of any of its representations, warranties, covenants or Section 7.3(gagreements set forth in this Agreement. Effective as of the Closing, Buyer hereby waives and releases (and shall cause each of the Business Subsidiaries to waive and release), any claim that such Business Subsidiary may have against any Seller or their respective Affiliates. (e) The amount of any Damages for which indemnification is provided under this Article VI shall take into account any (i) related recoveries which the Indemnified Party actually receives from insurance policies on account of the matter resulting in such Damages, net of actual costs of collection, and (ii) Tax benefit or to matters detriment arising from the occurrence of such Damages or the receipt or accrual of any indemnity payment in respect of Section 4.4 such Damages, in each case, to the extent such benefit or 4.6detriment is actually recognized in the taxable year in which such indemnity payment is made, in a prior taxable year or in any of the immediately following three (3) taxable years, the amount of such benefit or detriment to be determined by comparing the amount of the Indemnified Party’s Tax liability taking into account the Tax benefit or detriment, or both, arising from the occurrence of such Damages or the receipt or accrual of such indemnity payment, or both, with the amount of Tax liability such Indemnified Party would have incurred in the absence of such Tax benefit or detriment, or both. An Indemnified Party shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it reasonably believes it is entitled in connection with any intentional breach Damages it incurs, and each of Buyer, Sellers and the Indemnified Party with respect to any indemnification claim shall cooperate with each other in pursuing such insurance claims with respect to any Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment or Tax benefit in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 10 days of receiving such insurance payment or Tax benefit, an amount equal to the excess of (i) the amount previously received by Purchaser the Indemnified Party under this Article VI with respect to such claim plus the amount of the insurance payments or Tax benefit received, net of actual costs of collection, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI. (f) Buyer agrees that to the extent any covenant representation or obligationwarranty of PKI made in this Agreement is, to the actual knowledge of Buyer on the date of this Agreement, untrue or incorrect, Buyer shall have no rights under Article VI for indemnification for Damages arising out of such failure to be true or correct.

Limitations. (a) Notwithstanding anything Except as otherwise provided in Sections 8.3(a) and 8.3(b), after the Closing, (i) the Participating Holders shall not be liable to indemnify any Indemnified Party for money damages pursuant to Section 8.2 in an aggregate amount in excess of the Escrow Amount; (ii) no Participating Holder shall be liable to indemnify any Indemnified Party for money damages pursuant to Section 8.2 in an aggregate amount in excess of such Participating Holder’s pro rata share of the Escrow Amount; and (iii) the Escrow Amount shall be the sole and exclusive remedy for any Losses for which the Indemnified Parties are entitled to be indemnified pursuant to Section 8.2. No indemnification claim under Section 8.2(a) may be made against the Escrow Amount for any claim for Losses until the aggregate dollar amount of Losses for all such claims equal or exceed $3.75 million (the “Basket Amount”), after which Buyer shall be indemnified for all Losses (and not just amounts in excess of the Basket Amount) up to an aggregate amount equal to the contrary Escrow Amount. The limitations set forth in this Article VIISection 8.3(a) shall not apply to a claim relating to the matters set forth in Section 8.2(e), Section 8.2(f), the Allocation Certificate or the Merger Expenses Certificate or a breach of the representations and warranties set forth in Sections 3.1, 3.3, 3.4, 3.7, 3.8(g) or 3.16 (collectively, the “Excepted Representations”). The aggregate liability of the Participating Holders to indemnify any Indemnified Party for money damages with respect to claims related to Section 8.2(e), Section 8.2(f), the Allocation Certificate, the Merger Expenses Certificate or breaches of the Excepted Representations shall be limited in the aggregate to the amount of Total Consideration and in no event shall the liability any Indemnified Party’s right to or claim of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant with respect to Section 7.2 hereof 8.2(e), Section 8.2(f), the Allocation Certificate, Merger Expenses Certificate or otherwise, exceed in an Excepted Representation be limited by the aggregate more than fifteen percent (15%) of Escrow Amount or shall the Purchase PriceEscrow Amount be such Indemnified Party’s only recourse for any such claim for indemnification hereunder; provided, however, prior to making any indemnification claim against the Purchaser Indemnities Participating Holders with respect to Section 8.2(e), Section 8.2(f), the Allocation Certificate, the Merger Expenses Certificate or an Excepted Representation, an Indemnified Party shall not be entitled to first make a claim for indemnification under Section 7.2 hereof unless and until against the aggregate Damages suffered or incurred by Escrow Amount to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed extent that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and amounts in escrow are sufficient to satisfy all Losses reflected in the Seller shall not be liable for Claim Notice in full. For purposes of determining the first Five Hundred Thousand Dollars ($500,000) existence of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for any inaccuracy or breach of any obligation a representation or warranty under this Article VIII, all representations and warranties of Seller the Company in Article V or Article VI, or III (other than Section 3.24) shall be construed as if the terms “material” and “in all material respects” (and variations thereof) and any reference to claims under Section 7.2(b“Company Material Adverse Effect” (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything to the contrary in this Article VIIVIII, the limitations set forth in no this Article VIII shall not apply with respect to (i) fraud, intentional misrepresentation or willful breach, or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance; provided, however, that in the event shall the fraud, intentional misrepresentation or willful breach results from any action or inaction on the part of the Company, the liability of Purchaser for Damagesthe Participating Holders to the Indemnified Parties shall be several and not joint on a pro rata basis; and provided, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwisefurther, exceed however, that in the aggregate more than fifteen percent (15%) event the fraud, intentional misrepresentation or willful breach results from any action or inaction of a Participating Holder, only such Participating Holder shall have any liability whatsoever to the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising Indemnified Parties in respect of such fraud, intentional misrepresentation or willful breach. (c) Except as set forth in Section 4.4 8.3(a), Buyer, Merger Sub and the Indemnified Parties agree that, after the Closing, the sole and exclusive remedy for money damages for any matters relating to this Agreement, the Escrow Agreement and any certificate or 4.6, or instrument delivered pursuant hereto shall be the rights to indemnification set forth in this Article VIII. (d) The liability of the Participating Holders with respect to any intentional breach Claim Notice shall be reduced by Purchaser any insurance proceeds actually received by any Indemnified Party as a result of any covenant or obligationsuch Losses upon which such Claim Notice is based.

Limitations. (a) Notwithstanding anything From and after the Closing, except with respect to claims (i) based on actual fraud, (ii) for specific performance or (iii) made pursuant to Article VIII, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the contrary in transactions that are the subject of this Agreement. The rights of the Parties under Article VIIVIII shall be the sole and exclusive remedy of the Parties with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing two sentences, in no event shall the liability of Seller for DamagesBuyer, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following five limitations shall apply: (i) the aggregate liability of the Seller for the sum of all Damages under Section 6.1(a)(i) and Article VIIVIII shall not exceed an amount equal to 25% of the Adjusted Purchase Price; (ii) except in the case of Damages arising under Section 6.1(d), the aggregate liability of the Seller for the sum of all Damages under this Article VI and Article VIII shall not exceed the Adjusted Purchase Price; (iii) no individual claim or series of related claims for indemnification under Sections 6.1(a)(i), 6.2(a)(i) or 8.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $50,000; (iv) the Seller shall be liable under Article VIII for only that portion of the aggregate Damages under Article VIII which exceeds $1,500,000 (it being understood that the Seller shall not be liable, in any event, for the first $1,500,000 of said Damages); and (v) the Seller shall be liable under clause (a)(i) of Section 6.1 for only that portion of the aggregate Damages under clause (a)(i) of Section 6.1 and Article VIII which exceeds $3,000,000 (it being understood that the Seller shall not be liable, in any event, for the first $3,000,000 of said Damages); provided, however, that the foregoing limitations shall not apply to a claim described in Section 6.1(c) or 6.1(d). (c) In no event shall any Indemnifying Party be responsible or liable to any Indemnified Party for any Damages or other amounts under this Article VI or under Article VIII that constitute punitive or other damages that are not compensatory in nature (other than any such damages suffered by the liability Indemnified Party as a result of Purchaser an obligation to pay such damages to a third party). The Buyer shall (and shall cause the Technical Services Business to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for Damageswhich indemnification is provided to the Buyer by the Seller under Articles VI or VIII (including without limitation seeking indemnification by, whether pursuant to indemnification contribution from, or reimbursement from the United States Government under all Government Contracts and applicable laws and regulations where available under the terms of the applicable Government Contract or applicable laws and regulations), and Damages shall not include any amounts for which indemnification, contribution or reimbursement is actually received. The Seller Indemnities pursuant shall use commercially reasonable efforts to Section 7.3 hereof pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to the Seller by the Buyer under Articles VI or otherwiseVIII. (d) The amount of any Damages for which indemnification is provided under this Article VI or under Article VIII shall be reduced by (i) any related recoveries actually received by the Indemnified Party under insurance policies or other related payments received from third parties, exceed in (ii) any reimbursements or indemnification payments actually received by the aggregate more than fifteen percent Indemnified Party under any Government Contracts or contracts resulting from Government Bids and (15%iii) any Tax benefits actually received by the Indemnified Party or any of its Affiliates on account of the Purchase Price; providedmatter resulting in such Damages or the payment of such Damages. In the event that the Indemnified Party receives any such recoveries, reimbursements, indemnification payments or Tax benefits on account of Damages that have previously been paid by the Indemnifying Party to the Indemnified Party, the Seller Indemnities Indemnified Party shall, after receipt thereof, promptly pay over to the Indemnifying Party the full amount of such recoveries, reimbursements, indemnification payments or Tax benefits received. (e) Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not be entitled to make a any claim for indemnification under with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 7.3 hereof unless 1.4 and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of any Damages for which the Seller Indemnities are entitled to indemnification. However, indemnification is provided under this Section 7.6(b) will not apply to claims Article VI or under Section 7.3(a) for breach Article VIII shall be calculated net of any obligation of Purchaser accruals, reserves or provisions reflected in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthe Final Closing Working Capital Statement relating thereto.

Limitations. (a) Subject to Section 9.04(c), (i) Seller shall not be required to make any indemnification payment pursuant to Section 9.02(a) or 9.02(b) until such time as the aggregate amount of Damages incurred by the Purchaser Indemnified Parties and (subject to clause (ii) of this paragraph (a)) indemnifiable hereunder exceeds an amount equal to $210,000 (the “Deductible”) (it being understood that if the total amount of such Damages exceeds the Deductible, then the Purchaser Indemnified Parties shall be entitled to be indemnified against and compensated and reimbursed only for such Damages that are in excess of the Deductible), and (ii) the Purchaser Indemnified Parties shall not be entitled to indemnification for any claim pursuant to Section 9.02(a) or 9.02(b) unless the total amount of all Damages relating to such individual claim or series of related claims arising out of the same or substantially similar facts and circumstances is at least $5,000 (for purposes of clarity, in the event any indemnifiable damages arising from such particular facts or circumstances equal or exceed $5,000, the Purchaser Indemnified Parties shall be entitled to indemnification for the full amount of such Damages (subject to clause (i) of this paragraph (a)) arising from such claim. (b) Subject to Section 9.04(c), the maximum liability of Seller under Sections 9.02(a) and 9.02(b) shall be equal to $2,200,000. (c) The limitations set forth in Section 9.04(a) and 9.04(b) shall not apply to any claim for indemnification made pursuant to Section 9.02(a) or 9.02(b), in each case, to the extent such claim arises from or is a result of (i) any breach of a Seller Fundamental Representation or (ii) any fraud or intentional breach by Seller or any of its Representatives (regardless of whether such actions have been authorized) of any representation or warranty made by Seller in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, absent fraud or intentional misrepresentation, Seller shall not have any liability for Damages pursuant to Section 9.02(a) or 9.02(b) in excess of the amounts actually received by Seller from Purchaser pursuant to this Agreement. (e) The amount of any Damages for which indemnification is provided for under this Agreement shall be reduced by any insurance proceeds or other amounts actually recovered (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any such insurance proceeds) by the Indemnified Party with respect to such Damages. To the extent such proceeds or amounts are recovered or realized after an Indemnifying Party makes an indemnification payment hereunder with respect to such Damages, the Indemnified Party shall promptly remit such amounts to the Indemnifying Party. Each Indemnified Party shall use commercially reasonable efforts to mitigate all Damages; provided, however, that no Indemnified Party shall be required to make or pursue any claims for insurance and/or other payments available from third parties with respect to Damages for which it seeks indemnification hereunder. (f) Except in the case of fraud or willful or intentional misrepresentation, the indemnification provisions contained in this Article VII, in no event shall 9 are intended to provide the liability of Seller for Damages, whether pursuant sole and exclusive remedy following the Closing as to indemnification of all Damages any Indemnified Party may incur arising from or relating to this Agreement or the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) Transactions (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, nothing in this Section 7.6 will not apply 9.04(f) or elsewhere in this Agreement shall affect the parties’ rights to claims under Section 7.2(a) for breach of any obligation of Seller specific performance or other equitable remedies with respect to the covenants referred to in Article V or Article VI, this Agreement or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationbe performed after the Closing. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIprovisions of Section 9.1, in no event shall Buyer and the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Corporation shall not be entitled to make a claim recover Damages for which Buyer or the Corporation is entitled to indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleresult of or arising out of matters described in Section 9.1(a) until such Damages exceed $75,000, and if such Damages exceed such amount, Buyer and the Corporation shall be entitled to recover all such Damages in excess of $75,000 up to the amount of 50% of the total amount of the consideration actually received by Shareholder from Buyer; PROVIDED, that Damages resulting from the breach of the representations and warranties in Section 2.3 (Title), the first sentence of Section 2.7 (Properties) and the Seller Section 2.11 (Payment of Taxes) shall not be liable for subject to the first Five Hundred Thousand Dollars ($500,000) limitations contained in this Section, but shall be limited to the amount of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach consideration actually received by Seller of any covenant or obligationfrom Buyer. (b) Notwithstanding anything Any proceeds from insurance or any other third party obligor paid to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification or on account of the Seller Indemnities Buyer or Shareholder, as the case may be, as a direct result of any fact, event or circumstance requiring indemnity pursuant to Section 7.3 hereof 9.1 or otherwise9.2, exceed in as the aggregate more than fifteen percent case may be, shall constitute a credit which shall be offset against the total Damage (15%before the application of Section 9.3(a)). Any tax benefit to such party as a result of any fact, event or circumstance requiring indemnity pursuant to Section 9.1 or 9.2 shall be offset against the total Damage (before the application of Section 9.3 (a)). (c) On the second anniversary of the Purchase PriceClosing Date, the parties shall be released from the agreements of indemnification contained in Sections 9.1 and 9.2 in respect of any claims which have not been made, in writing, prior to such date; provided, however, that the Seller Indemnities Shareholder shall not be entitled to make a claim for released from the agreements of indemnification arising under Section 7.3 hereof unless 9.1(a) with respect to breaches of representations and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars warranties contained in Section 2.3 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleTitle), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars sentence of Section 2.7 ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(cProperties) or Section 7.3(g) 2.11 (Payment of Taxes), or to matters arising breaches of covenants in this Agreement, all of which shall continue until the applicable statute of limitations has expired. Notwithstanding the foregoing, all agreements of indemnification under Sections 9.1 and 9.2 shall remain effective in respect of Section 4.4 or 4.6, or any intentional breach claims made in writing by Purchaser of any covenant or obligationgiving notice as provided in this Agreement prior to such respective dates until such claims are finally determined and satisfied in full.

Limitations. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Stockholders for Damages under Section 6.1(a) (but not including claims relating to a breach of representation or warranty set forth in this Article VIISection 2.13 and claims based on fraud) shall not exceed $2,000,000, (ii) the aggregate liability of the Indemnifying Stockholders for Damages under Section 6.1(a), including claims relating to a breach of a representation or warranty of the Company set forth in no event 2.13 but not including claims based on fraud, shall not exceed $6,000,000 (provided, that, notwithstanding the foregoing, (A) the liability of Seller for Damages, whether pursuant Xxxxxx Xxxxxxxxxx under this clause (ii) shall be limited to indemnification the value of the Purchaser Indemnities pursuant Cash Component and Merger Shares (other than the Earn-out Shares) paid to Section 7.2 hereof or otherwisehim as a Company Stockholder under this Agreement (with such Merger Shares valued at Fair Market Value) (such value being defined as the "Xxxxxxxxxx Consideration"), exceed in and (B) the aggregate more than fifteen percent liability of all other Indemnifying Stockholders under this clause (15%ii) of shall be limited to (X) $6,000,000 minus (Y) the Purchase Price; providedXxxxxxxxxx Consideration), (iii) the Purchaser Indemnities Indemnifying Stockholders shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 6.1(a) unless and until the aggregate Damages suffered or incurred by for which they would otherwise be liable under Section 6.1(a) exceed $35,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Indemnifying Stockholders shall become liable for the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleaggregate Damages under Section 6.1(a), and the Seller not just amounts in excess of $35,000) and (iv) each Indemnifying Stockholder shall not only be liable for his, her or its pro rata share (based on the first Five Hundred Thousand Dollars ($500,000) aggregate consideration received by such Indemnifying Stockholder as a percentage of the aggregate consideration paid by the Buyer to all Company Stockholders). For purposes solely of determining the amount of Damages for to which the Purchaser Indemnities are Buyer shall be entitled pursuant to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or all representations and warranties of the Company in Article II shall be construed as if the term "material" and any reference to claims under Section 7.2(b"Company Material Adverse Effect" (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Purchaser the Buyer for DamagesDamages under Section 6.2(a) shall not exceed $2,000,000, whether pursuant to indemnification of (ii) the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof 6.2(a) unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under Section 6.2(a) exceed $35,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Buyer shall become liable for the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleaggregate Damages under Section 6.2(a), and Purchaser not just amounts in excess of $35,000). For purposes solely of determining the amount of Damages to which the Indemnifying Stockholders shall be entitled pursuant to this Article VI, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III shall be construed as if the term "material" and any reference to "Buyer Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (c) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. Indemnification claims by the Buyer under this Article VI shall first be satisfied from the Escrow Shares. However, the rights of the Buyer under this Article VI shall not be liable limited to the Escrow Shares nor shall the Escrow Agreement be the exclusive means for the first Five Hundred Thousand Dollars Buyer to enforce such rights. ($500,000d) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedAgreement, the Purchaser Indemnities Parties’ respective indemnification obligations under this Article VI are subject to, and limited by, the following: (i) No Indemnified Party shall assert, and the Indemnifying Party shall not be entitled to make a liable for, any claim for indemnification under Section 7.2 hereof unless and 6.1(a), Section 6.2(a), Section 6.2(c) or Section 6.3(a), as applicable, until such time as the aggregate of all Damages suffered that the Company Indemnified Parties or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties, as applicable, may have under such Section, as applicable, exceeds one percent ($500,0001%) of the Merger Consideration (it being understood and agreed the “Indemnity Basket”), after which the Indemnified Party shall be entitled to receive only the amount of that portion of any such Damages in excess of the Five Hundred Thousand Dollars Indemnity Basket subject to the other limitations on indemnity in this Article VI ($500,000) i.e., the Indemnity Basket is intended as a deductible). With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.1(a), and Section 6.2(a), Section 6.2(c) or Section 6.3(a), as applicable, the Seller Indemnifying Party shall not be liable for any individual or series of related Damages that do not exceed $5,000 (which Damages shall not be counted toward the first Five Hundred Thousand Dollars Indemnity Basket) ($500,000the “Mini-Basket”). (ii) The aggregate liability of Damages for which (A) Sellers and the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising Company in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser claims for Damages, whether indemnification pursuant to Sections 6.2(a), 6.2(c) and 6.3(a) in the aggregate and (B) Purchaser in respect of claims for indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, 6.1 shall not exceed in the aggregate more than fifteen an amount equal to ten percent (1510%) of the Purchase Price; providedMerger Consideration (the “Cap”). (iii) None of the Mini-Basket, the Seller Indemnities Indemnity Basket and the Cap shall apply to breaches of the Fundamental Representations. (iv) The aggregate liability of Sellers and the Company collectively under this Article VI or otherwise shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until exceed the aggregate Damages suffered or incurred by amount of the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationMerger Consideration.

Limitations. (a) Notwithstanding anything to Unless and until the contrary in this Article VIILosses incurred by PSI exceed $500,000, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities PSI shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until 15.1(a); provided, however, that once the aggregate Damages suffered or incurred by the Purchaser Indemnitees damages exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller PSI shall not be liable entitled to indemnification for the first Five Hundred Thousand Dollars full amount of such Losses. The maximum liability of Speex xxxsuant to clause ($500,000i) of Damages for which Section 15.1(a) shall be the Purchaser Indemnities are entitled to indemnification. Howeveramount of $10,000,000; provided, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional however there shall be no limitations on Losses resulting from a breach by Seller Speex xx a representation or warranty which is the result of any covenant fraud or obligationwillful misrepresentation on the part of Speex. Xny claim for Losses under clause (i) of Section 15.1(a) may be satisfied by an exchange of shares of PSI Common Stock valued at the greater of the fair market value of such stock as of the Closing Date or as of the date such claim is asserted against Speex xx in cash or a combination of both cash and stock at the sole discretion of Speex. (b) Notwithstanding anything to Unless and until the contrary in this Article VIILosses incurred by PSI exceed $100,000, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities PSI shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless 15.1(b); provided, however, that once the damages exceed $100,000. PSI shall be entitled to indemnification for the full amount of such Losses. The maximum liability of Speex xxxsuant to clause (i) of Section 15.1)(b) shall be the amount of $1 million; provided, however, there shall be no limitation on Losses resulting from a breach by Speex Xxxmunications or SVM which is the result of fraud or wilful misrepresentation on the part of Speex Xxxmunications or SVM. (c) The agreements, representations and warranties and covenants of Speex xx Speex Xxxmunications and SVM, as the case may be, contained in this Agreement shall survive the Closing until the aggregate Damages suffered one (1) year anniversary of the Closing Date. Notwithstanding the preceding sentence, any covenant, agreement, representation or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising warranty in respect of which indemnity may be sought under Section 4.4 15.1 shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or 4.6, or any intentional breach by Purchaser of any covenant or obligationthereof giving rise to such right to indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Limitations. Anything in this Article 10 to the contrary notwithstanding, the following qualifications, limitations and restrictions shall apply: (a) Notwithstanding anything to the contrary in No indemnification under this Article VII, in no event 10 shall the liability of be payable by Seller for Damages, whether pursuant or Owner to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof any other party (or otherwise, exceed in the aggregate more than fifteen percent (15%parties) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered Losses for which Seller or incurred by the Purchaser Indemnitees Owner are liable equal or exceed Five Hundred Fifty Thousand Dollars ($500,00050,000) (it being understood the “Deductible Amount”), at which point all accumulated Losses for which the applicable party (or parties) are liable hereunder shall be subject to indemnification hereunder if and agreed that to the extent they exceed the Deductible Amount. (b) Except for claims based on Losses relating to a breach by Seller or Owner of Sections 5.2(a), 5.3(a), 5.7(a), 5.9 and 5.11 (for which there shall be no limit on liability), Seller or Owner shall not be required to pay indemnification under this Article 10 to any other party (or parties) if and to the extent the aggregate of all Losses for which Seller or Owner would be liable would exceed Four Hundred Twenty Five Hundred Thousand Dollars ($500,000425,000). (c) No indemnification shall be payable by any party with respect to matters as to which it has not received a Notice of Claim within one (1) year after the Closing Date, except that, (i) there shall be no limitation on the time during which indemnification may be sought or obtained (other than the applicable statutes of limitation) for (A) Losses relating to a breach by Seller or Owner of Sections 5.1, 5.2(a), 5.3(a) or 5.7(a), or (B) Losses relating to a breach by Seller or Owner of Section 5.9, or (C) Losses relating to a breach by Seller or Owner of Section 5.16, and (D) Losses relating to a breach by Buyer or Guarantor of Sections 6.1, 6.2, 6.3 or 6.5. If any Claim (or Claims) are being arbitrated pursuant to Section 11.5 at the time such one (1) year period expires, the party (or parties) determined by the Arbitrator to be liable under this Article 10 shall be required to reimburse the party entitled to indemnification as if such one (1) year period had not expired. (d) In determining the amount of any Loss for which any party is intended entitled to indemnification under this Agreement, the gross amount thereof will be reduced by any correlative insurance proceeds or other third party indemnity or reimbursement proceeds realized or to be realized by such party. Each party shall use its best efforts to mitigate any loss suffered by it in relation to any indemnifiable claim, including without limitation, pursuing any available insurance coverage or other rights of indemnity or reimbursement from third parties with respect to any such loss, liability or expense. (e) Payments by the Obligor to the Claimant pursuant to Section 10.1 or 10.2, as the case may be, shall be reduced by the amount of any Tax benefit realized or reasonably expected to be realized by the Claimant as a deductible), and the Seller result of such payment. (f) Obligor shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. Howeverany consequential, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V incidental, special or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationpunitive damages. (bg) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not Although a Claimant may be entitled to make indemnification hereunder with respect to a claim for indemnification Loss under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect more than one provision of Section 4.4 10.1 or 4.610.2, or as the case may be, a Claimant shall only be indemnified once with respect to any intentional breach by Purchaser of any covenant or obligationsuch Loss.

Limitations. (a) Notwithstanding anything any provision contained in this Section 11 to the contrary contrary, no Indemnitee shall be entitled to assert any claim for indemnification in this Article VIIrespect of breach(es) of representations, warranties, covenants and agreements under Sections 11.2(a) or 11.2(b) hereof until such time as all claims for indemnification hereunder (including those under Section 7 hereof) by such Person (and all related Indemnitees) shall exceed $4,000,000 (the "Deductible"), after which the amount of all claims in excess of the Deductible (excluding the Deductible) shall be recoverable in full; PROVIDED, HOWEVER, that the aggregate dollar amount of PRI's individual and the Kali Shareholders' aggregate indemnification obligations hereunder shall not exceed $32,500,000 (the "Claims Limitation"), except (i) if the Indemnifying Party shall have made any representation or warranty contained herein that was fraudulent or (ii) for breaches of Sections 3.3, 3.13(l), 4.2, 4.7, 6.4, 6.5, 6.9 and 6.10 hereof, in no event either of which case and subject to the terms of such Sections, the Claims Limitation shall not apply and (in respect of clause (ii) above) any Losses in connection therewith shall not be included or calculated in determining whether the liability of Seller for Damages, whether pursuant to indemnification Claims Limitation has been exceeded. Notwithstanding any of the Purchaser Indemnities pursuant foregoing, (A) the Deductible shall not apply to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent cover (15%x) any breach(es) of the Purchase Price; provided, representations and warranties contained in Sections 3.1 (other than the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblelast two sentences thereof), 3.2, 3.3, 3.9(d) and (e), 3.13(l), 3.26, 3.27, 4.2, 4.7, 5.1, 5.5 or 5.6 hereof or in the Seller shall not be liable for Estimated Closing Certificate or of the first Five Hundred Thousand Dollars covenants and agreements contained in Sections 6.4, 6.5, 6.9, 6.10, 6.12, 6.16 and 6.19 hereof or ($500,000y) subject to Sections 10.2 and 10.3(a) hereof, any breach(es) of Damages for which the Purchaser Indemnities are entitled to indemnification. Howeverrepresentations, this Section 7.6 will warranties, covenants or agreements contained herein if the Closing does not apply to claims under Section 7.2(aoccur and (B) for breach of any obligation of Seller in Article V or Article VIthe Deductible, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5any breach(es) of Section 6.1 hereof, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationshall be deemed to be $100,000. (b) Notwithstanding anything set forth in this Agreement, except (x) for the right to seek to specifically enforce the covenants contained in Sections 6.4, 6.9, 6.10, 6.14 and 6.16 under this Agreement, (y) as specifically provided in Sections 6.5, 6.13(e), 7 and 10 hereof and (z) for remedies that may not be waived as a matter of law, the sole and exclusive remedy of the Parties for breaches of the representations, warranties, covenants and agreements contained in this Agreement (and any certificate delivered pursuant hereto), or otherwise in connection with the transactions contemplated hereby, shall be limited to the contrary indemnification rights set forth in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation11.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability Limitations of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant Buyer Indemnified Parties. Subject to Section 7.2 hereof or otherwise, exceed 8.4(c) and Section 8.4(d) and except as provided in the aggregate more than fifteen percent Section 5.9: (15%i) no amounts of the Purchase Price; provided, the Purchaser Indemnities indemnity shall not be entitled to make payable as a result of any claim for indemnification arising under Section 7.2 hereof 8.2(a) unless and until the Buyer Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of $500,000 in the aggregate Damages suffered or incurred by (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Buyer Threshold”), and in which case the Seller Buyer Indemnified Party may bring a claim for all such Losses in excess of the Buyer Threshold; (ii) no claim for Losses under Section 8.2(a) arising from a single event or a series of related events may be brought by Buyer Indemnified Parties unless the amount of such claim or series of related claims is in excess of $25,000 (the “Buyer De Minimis Claim Amount”) or the aggregate of such Losses not exceeding the Buyer De Minimis Claim Amount exceeds $100,000 (the “Buyer Aggregate De Minimis Claim Amount”), in which case the Buyer Indemnified Party may bring a claim for all such Losses subject to the limitation set forth in clause (i) above; and (iii) the maximum liability of Sellers under Section 8.2(a) shall not be liable for exceed $7,000,000 in the first Five Hundred Thousand Dollars aggregate ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c“Buyer Indemnity Amount”), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability Limitations of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant Indemnified Parties. Subject to Section 7.3 hereof or otherwise, exceed 8.4(c) and Section 8.4(d) and except as provided in the aggregate more than fifteen percent Section 5.9: (15%i) no amounts of the Purchase Price; provided, the Seller Indemnities indemnity shall not be entitled to make payable as a result of any claim for indemnification arising under Section 7.3 hereof 8.3(a) unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of $500,000 in the aggregate Damages suffered or incurred by (the “Seller Threshold”), in which case the Seller Indemnitees Indemnified Party may bring a claim for all such Losses in excess of the Seller Threshold; (ii) no claim for Losses under Section 8.3(a) arising from a single event or a series of related events may be brought by Seller Indemnified parties unless the aggregate amount of such claim or series of related claims is in excess of $25,000 (the “Seller De Minimis Claim Amount”) or the aggregate of such Losses not exceeding the Seller De Minimis Claim Amount exceeds $100,000 (the “Seller Aggregate De Minimis Claim Amount”), in which case the Seller Indemnified Party may bring a claim for all such Losses subject to the limitation set forth in clause (i) above; and (iii) the maximum liability of Buyer under Section 8.3(a), as applicable, shall not exceed Five Hundred Thousand Dollars $7,000,000 in the aggregate ($500,000the “Seller Indemnity Amount”). (c) Notwithstanding the foregoing, the Buyer Threshold, Buyer De Minimis Claim Amount, Buyer Aggregate De Minimis Claim Amount, Buyer Indemnity Amount, Seller Threshold, Seller De Minimis Claim Amount, Seller Aggregate De Minimis Claim Amount and Seller Indemnity Amount shall not apply to Losses arising out of, relating to or resulting from fraud, bad faith, willful misconduct or intentional misrepresentation. (it being understood and agreed d) Notwithstanding anything contained in this Agreement to the contrary, no Person shall be entitled to recover an amount pursuant to any provision of this Agreement (including Section 5.13) to the extent (i) that such Person has already recovered such amount under any other provision of this Agreement or (ii) the Five Hundred Thousand Dollars amount such Person is seeking to recover is in connection with or related to a Loss, claim or cause of action with respect to which such Person or any of its Affiliates has taken action ($500,000or caused action to be taken) to accelerate the time period in which such matter is intended asserted or payable. For the avoidance of doubt, any Losses arising under this Agreement as a deductibleresult of a breach of Section 3.19 shall be indemnifiable solely pursuant to Section 8.2(a), and Purchaser no claims resulting from any such Losses shall not be liable bought pursuant to any other provision of this Agreement, including Section 5.13, nor shall any such Losses be figured in to the determination of any Loan Loss Amount for purposes of Section 5.13 and further, to the extent any Loss recovered by a Buyer Indemnified Party as a result of a breach of the representations and warranties contained in Section 3.19 would be recoverable pursuant to Section 5.13, Sellers shall be provided a credit on a dollar-for-dollar basis in the amount of any such Loss for the first Five Hundred Thousand Dollars ($500,000) purposes of Damages for which the Seller Indemnities are entitled satisfying any Loan Loss Amounts owed to indemnification. HoweverBuyer by Sellers at such time, this Section 7.6(b) will not apply and any amounts in excess of such credited amount shall be promptly returned to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationSellers.

Limitations. (a) Notwithstanding anything To the extent the Assignee Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, Development and Assignor will only be liable if (i) the Damages with respect to any individual claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $4,500,000 (the “Deductible Amount”), and then Development and Assignor shall be liable only for Damages to the contrary extent of any excess over the Deductible Amount; provided, however, that in this Article VIIany event, except with respect to indemnification for Damages arising out of (i) third party claims or (ii) the representations and warranties of Development and Assignor set forth in Section 3.1(a) and (b) (Organization and Existence), Section 3.2 (Authority and Approval), Section 3.3 (No Conflicts; Consent) (except to the extent such representation and warranty applies to the Company), Section 3.7(b) (Litigation), Section 3.19 (Purchase Agreement Breach), Section 3.20, (Brokerage Arrangements) and Section 3.22 (Title to Subject Interests), Assignee’s Damages shall be calculated net to the Subject Interest. In no event shall Development’s and Assignor’s aggregate liability to the liability of Seller for Damages, whether pursuant to indemnification of Assignee Indemnified Parties under Section 6.1 exceed $45,000,000 (the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in “Ceiling Amount”). Notwithstanding the aggregate more than fifteen percent (15%) of the Purchase Price; providedforegoing, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), Deductible Amount and the Seller Ceiling Amount shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under breaches or inaccuracies of representations and warranties contained in Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI3.1, or to claims under Section 7.2(b) or 3.2, Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation3.20 and Section 3.22. (b) Notwithstanding anything the foregoing but subject to the contrary other limitations set forth in this Section 6.5, an Indemnitor’s obligations under this Article VIIVI are limited to the amount of any Damages that remain after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party in respect of any such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs (the “Third Party Proceeds”). No Indemnified Party has any obligation to seek to recover any Third Party Proceeds in connection with making a claim under this Article VI. Promptly after receiving any insurance proceeds, indemnity, contribution or other similar payment, an Indemnified Party shall reimburse the applicable Indemnitor for the amount of such Third Party Proceeds, such that the applicable Indemnitor has paid no event shall the liability of Purchaser for Damages, whether more than it is obligated pay pursuant to indemnification of this Article VI after taking into account any applicable reductions under this Section 6.5(b) and the Seller Indemnities pursuant to other limitations set forth in this Section 7.3 hereof 6.5. (c) Notwithstanding the foregoing, no Indemnitor will be liable under this Agreement for any consequential, incidental, special, indirect, punitive or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages exemplary damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationan Indemnified Party.

Limitations. (a) The maximum aggregate amount of indemnification which can be required of Conopco under Section 11.1(a)(i) or Section 11.1(a)(ii) for any breach (other than a willful breach) of the covenant set forth in Section 6.1(a)(iv) (the “Conopco Representation Covenant”), shall not exceed $500,000,000 (the “Conopco Cap”). The maximum aggregate amount of indemnification which can be required of Buyer under Section 11.1(b)(i) or Section 11.1(b)(ii) for any breach (other than a willful breach) of the covenant set forth in Section 6.2(a)(iv) (the “Buyer Representation Covenant”) shall not exceed $120,000,000 (the “Buyer Cap,” and together with the Conopco Cap, the “Cap”). By way of clarification only, the parties acknowledge that the Buyer Cap has been calculated in reference to the product of Conopco’s 33-1/3% equity interest in Holdings following Closing multiplied by $360,000,000 (which represents, as against the Conopco Cap, the relative value of the CMI Business as compared to the value of the DiverseyLever Business). The foregoing sentence shall not have any operative effect for purposes of this Agreement, or otherwise, and shall in no way affect the Buyer Cap (which shall not exceed $120,000,000) or expand Buyer’s obligations for indemnification hereunder or under any other provision of this Agreement. (b) Conopco (acting for itself, the Share Subscriber and the Sellers) shall not be required to indemnify, defend or hold Buyer (acting for themselves and the other Designated Buyers) harmless from and against any Costs under (i) Section 11.1(a)(i) with respect to any breach of any representation or warranty set forth in Article IV or IX or (ii) Section 11.1(a)(ii) for any breach (other than a willful breach) of the Conopco Representation Covenant, unless and until (A) the amount of Costs with respect to an individual claim exceeds $250,000 (the “Per Occurrence Amount”) and (B) the amount of all such Costs (with respect to individual claims which exceed the Per Occurrence Amount) exceeds $30,000,000 in the aggregate (the “Conopco Threshold Amount”), in which event Conopco shall be obligated to indemnify the Buyer Indemnified Parties, and the Buyer Indemnified Parties may assert their right to indemnification hereunder to the extent of all Costs relating to such breach, to the extent such Costs exceed $15,000,000. For purposes of determining whether total Costs exceed the Per Occurrence Amount or the Conopco Threshold Amount, (x) Costs arising out of or resulting from the same event or series of related events, or arising out of the same facts or circumstances or series of related facts or circumstances, shall constitute an individual claim, and (y) any Costs arising out of breaches of any representation or warranty or facts or circumstances related thereto which are disclosed by Conopco following the date hereof shall be counted against the Per Occurrence Table of Contents Amount and the Conopco Threshold Amount. For the avoidance of doubt, Costs below the Per Occurrence Amount shall not be counted towards the Conopco Threshold Amount. (c) Buyer (acting for themselves and the other Designated Buyers) shall not be required to indemnify, defend or hold Conopco (acting for itself, the Share Subscriber and the Sellers) harmless from and against any Costs under (i) Section 11.1(b)(i) or 11.3(c) with respect to any breach of any representation or warranty set forth in Article V, or (ii) Section 11.1(b)(ii) or 11.3(c) for any breach (other than a willful breach) of the Buyer Representation Covenant unless and until (A) the amount Costs with respect to an individual claim exceeds the Per Occurrence Amount and (B) the amount of all such Costs (with respect to individual claims which exceed the Per Occurrence Amount) exceeds $7,000,000 in the aggregate (the “Buyer Threshold Amount” and, together with the Conopco Threshold Amount, the “Threshold Amount”), in which event Buyer shall be obligated to indemnify the Unilever Indemnified Parties, and the Unilever Indemnified Parties may assert their right to indemnification hereunder, to the extent of all Costs relating to such breach to the extent such Costs exceed $3,500,000. For purposes of determining whether total Costs exceed the Per Occurrence Amount or the Buyer Threshold Amount, (x) Costs arising out of or resulting from the same event or series of related events, or arising out of the same facts or circumstances or series of related facts or circumstances, shall constitute an individual claim, and (y) any Costs arising out of breaches of any representation or warranty or facts, events or circumstances related thereto which are disclosed by Buyer following the date hereof shall be counted against the Per Occurrence Amount and the Buyer Threshold Amount. For the avoidance of doubt, Costs below the Per Occurrence Amount shall not be counted towards the Buyer Threshold Amount. (d) Notwithstanding anything to the contrary contained herein: (i) the Cap, Threshold Amount and the Per Occurrence Amount shall not apply to Costs relating to (A) Excluded Liabilities or Assumed Liabilities, (B) any of the matters set forth in Sections 11.1(a)(iv) through 11.1(a)(vii) or Sections 11.1(b)(iv) through 11.1(b)(vii), (C) any of the covenants of Conopco or Buyer set forth in this Agreement (other than a breach which is not a willful breach of the Conopco Representation Covenant or the Buyer Representation Covenant) or (E) any of the matters covered by Section 6.9 or Section 9.10; and (ii) the Threshold Amount and the Per Occurrence Amount shall not apply to Costs relating to the breach of any representation or warranty contained in Sections 4.1, 4.2, 4.6, the first and second sentences of 4.8(a), 4.10(d) and (f), 4.16, 5.1, 5.2, 5.6, the first and second sentences of 5.8(a), 5.10(d) and (f) and 5.16 of this Agreement; provided, however, that neither party shall be required to indemnify or hold harmless the other party for breaches of Section 4.1(a) or Section 5.1(a) unless and until the amount of Costs of such party with respect to an individual claim arising out of or relating to a breach of the relevant such Sections exceed $50,000. (i) Notwithstanding anything to the contrary in this Article VIIAgreement, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless Buyer hereby acknowledges and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed agrees that the Five Hundred Thousand Dollars only representations and warranties of Conopco with respect to ($500,000A) is intended as a deductibleTaxes are set forth in Section 4.6, (B) Intellectual Property or agreements relating thereto are set forth in Section 4.10, (C) Environmental Matters are set forth in Sections 4.3, 4.13 Table of Contents and 4.14 and (D) employee benefits are set forth in Sections 4.5(b)(ii)(D), 9.1 and the Seller 9.2, and that no other representations and warranties of Conopco contained in this Agreement shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled give rise to indemnification. However, this Section 7.6 will not apply any liability with respect to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch matters. (bii) Notwithstanding anything to the contrary in this Agreement, Conopco hereby acknowledges and agrees that the only representations and warranties of Buyer with respect to (A) Taxes are set forth in Section 5.6, (B) Intellectual Property or agreements relating thereto are set forth in Section 5.10, (C) Environmental Matters are set forth in Sections 5.3, 5.13 and 5.14 and (D) employee benefits are set forth in Sections 5.5(b)(ii)(D), 9.3 and 9.4, and that no other representations and warranties of Buyer contained in this Agreement shall give rise to any liability with respect to such matters. (i) Subject to Section 11.1(a)(vi), the amount of any Cost for which indemnification is provided under this Article VIIXI shall be net of any amounts recovered by the Aggrieved Party under (A) insurance policies included in the Assets or the assets of the Companies or (B) any other insurance policies of the Aggrieved Party (except, in no event shall each case, captive insurance, self–insurance, reinsurance or other retention arrangements of such party) (the liability “Covered Insurance”) with respect to such Cost (net in each case, of Purchaser for Damagesall deductibles and costs, whether pursuant to indemnification charges and expenses of the Seller Indemnities pursuant Aggrieved Party in connection with such recovery). (ii) If any Indemnifying Party is entitled to Section 7.3 hereof claim under any third party insurance policy (which shall exclude captive insurance, self insurance, reinsurance or otherwiseother retention arrangements) with respect to any indemnified claim, exceed including any claim below the Per Occurrence Amounts or Threshold Amounts, then, if requested by the Aggrieved Party within six months following Closing and subject to Applicable Law, the Indemnifying Party shall use reasonable best efforts to bring such claim against its insurers at the expense of and for the benefit of the Aggrieved Party (net of all deductibles and costs, charges and expenses of the Aggrieved Party and, in the aggregate more than fifteen percent (15%) case of Conopco, any of its Affiliates, and, in the case of Buyer, any other member of the Purchase PriceCMI Group, in connection with such recovery and any increases (including reasonably foreseeable prospective increases in insurance premiums); provided, however, that the Seller Indemnities Indemnifying Party shall not be required by this Section 11.3(f)(ii) to renew any insurance policy and provided, further that a request under this Section 11.3(f)(ii) shall be deemed to have been delivered by Buyer to Conopco on the Closing Date with respect to all claims set forth on the DiverseyLever Disclosure Schedule with respect to which Buyer is entitled to make a claim indemnification hereunder. (iii) If any Aggrieved Party and, in the case of Conopco, any of its Affiliates, and, in the case of Buyer, any other member of the CMI Group is at any time entitled to recover from any other Person or, subject to Section 11.3(f)(i) above, under any policy of insurance, to the extent such policy of insurance is Covered Insurance, the Aggrieved Party shall, and shall cause its Affiliates to, use its reasonable best efforts to enforce such recovery at the expense of the Indemnifying Party and, in the event of recovery from such Person or under such policy, reduce the amount of Costs for which it is seeking indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred hereunder by the Seller Indemnitees exceed Five Hundred Thousand Dollars amount recovered ($500,000net of all deductibles and costs, charges and expenses of the Aggrieved Party and in the case of Conopco, any of its Affiliates and, in the case of Buyer, any other member of the CMI Group, in connection Table of Contents with such recovery, any applicable self-insurance costs and any increases (including reasonably foreseeable prospective increases) (it being understood and agreed in insurance premiums attributable thereto or self-insurance costs directly related to such recovery under the relevant policy, except to the extent the Indemnifying Party pays or reimburses any such deductibles, costs, damages, expenses, self-insurance cost or premium increases); provided, however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Aggrieved Party shall not be liable for required to commence any Legal Proceeding where the first Five Hundred Thousand Dollars ($500,000) of Damages for Aggrieved Party has validly assigned all its rights in relation to the relevant claim to the Indemnifying Party in a manner which entitles the Seller Indemnities are entitled Indemnifying Party to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising the same benefits in respect of Section 4.4 or 4.6, such rights as if it were the Aggrieved Party. (iv) If the Indemnifying Party indemnifies an Aggrieved Party for Costs pursuant to this Article XI and the Aggrieved Party or any intentional breach by Purchaser of its Affiliates subsequently recovers from a third Person any sum in respect of any covenant event, change, development, circumstance or obligationstate of facts giving rise to such Costs, the Aggrieved Party shall, and shall cause its Affiliate to, repay to the Indemnifying Party the lesser of (A) the Costs paid by the Indemnifying Party to the Aggrieved Party and relating to such event, change, development, circumstance or state of facts and (B) the sum (including any interest) recovered from such third Person, in either case taking account of any additional Taxes directly incurred or any Tax deduction or credit directly realized by the Aggrieved Party in recovering such sum. (g) To the extent permitted by Applicable Law, no Aggrieved Party shall assert any right to recover, and the parties hereby waive any claim (except third party claims) against an Indemnifying Party, on any theory of liability for punitive or exemplary damages arising out of or resulting from any matter for which such party is entitled to indemnification under this Article XI.

Limitations. The indemnification obligations under this Article X shall be limited as follows: (a) Notwithstanding anything No indemnified party shall have any right to indemnification under this Agreement from any indemnifying party, unless notice of the claim of the party to be indemnified has been given to the contrary in this Article VIIindemnifying party within two years after the Closing Date, in no event shall the liability of Seller for Damagesprovided, whether pursuant however, that: (i) with regard to indemnification an indemnity claim relating to tax matters, notice of the Purchaser Indemnities claim of the party to be indemnified must be given to the indemnifying party on or before the expiration of the statute of limitations applicable to such tax matters; and (ii) the obligations of the Sellers and the Shareholders to indemnify for Damages under any indemnity claim arising from or related to any of the Excluded Assets, any of the Retained Liabilities, any general warranty of title in any deed delivered to the Buyer pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c2.07(a), or the power and authority of the Sellers and the Shareholders to matters arising in respect of Sections 3.5execute, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationdeliver and perform this Agreement and to consummate the transactions contemplated herein shall continue indefinitely. (b) Notwithstanding anything Except as provided in Section 10.04(f), the Sellers and the Shareholders shall have no obligation to indemnify the Indemnified Persons for Damages under any indemnity claim until such time, if ever, as the aggregate amount of all such Damages shall exceed $200,000 (the "Basket"), and then, subject to Section 10.04(c) below, only to the contrary extent of such excess. If there is a breach of a representation or warranty that contains its own threshold amount, then the entire Damages resulting from such breach shall be applied against the Basket. For example, if there is a breach of Section 3.19(a)(i) (which contains a $100,000 threshold amount), and the Damages resulting from such breach total $150,000, then the entire $150,000 shall be applied against the Basket. (c) Except as provided in this Article VIISection 10.04(f), the aggregate liability of the Sellers and the Shareholders with respect to all indemnity claims shall not exceed $13,000,000 (the "Ceiling Amount"). (d) Except as provided in no event shall Section 10.04(f): (i) the liability of Purchaser for DamagesStraxxxxx xxxh respect to any indemnity claim shall not exceed 40% of the amount of such indemnity claim, whether and the aggregate liability of Straxxxxx xxxh respect to all indemnity claims shall not exceed 40% of the Ceiling Amount; and (ii) the liability of Ryan xxxh respect to any indemnity claim shall not exceed 60% of the amount of such indemnity claim, and the aggregate liability of Ryan xxxh respect to all indemnity claims shall not exceed 60% of the Ceiling Amount. (e) Except as provided in Section 10.04(f) and in Subsection 10.04(e)(iii) below, until such time, if ever, as the aggregate amount of all Damages asserted by the Buyer against the Sellers and the Shareholders under this Article X exceeds $8,750,000, the Buyer and the Sellers and the Shareholders agree that each indemnity claim asserted by the Buyer shall be satisfied as follows: (i) 40% of each such indemnity claim shall be satisfied by immediately reducing the outstanding principal balance and accrued interest due under the Note. Thereafter, the amount of each subsequent principal installment due under the Note shall be adjusted so that the principal balance due thereunder after set-off under this paragraph shall be paid over the remaining term of the Note in approximately equal monthly installments. In the event the principal balance and accrued interest due under the Note is less than 40% of any indemnity claim, then the Buyer may satisfy such indemnity claim by immediately reducing the outstanding principal balance and accrued interest due under the Note to zero and proceeding against the Sellers and the Shareholders under Subsection (iii) below with respect to that portion of the indemnity claim not satisfied under this subparagraph (i). (ii) the remaining 60% of each such indemnity claim (the "Remaining Amount") shall be satisfied by ceasing all payments under the Royalty Agreement and the bonus in paragraph 5 of the Ryan Xxxloyment Agreement until such time as the amount of the payments which would have been paid under said Royalty Agreement and bonus equals the Remaining Amount plus interest at the rate of 10% per annum on that portion of the Remaining Amount outstanding from time to time. Thereafter, payments under the Royalty Agreement and bonus under paragraph 5 of the Ryan Xxxeement shall resume in accordance with their terms. (iii) In the event the aggregate amount of all Damages asserted by the Buyer against the Sellers and the Shareholders pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedthis Article X exceeds $8,750,000, the Seller Indemnities Buyer shall not be entitled have the right to make a seek an indemnity claim for indemnification such 52 62 excess Damages from the Sellers and the Shareholders as provided under Section 7.3 hereof unless this Agreement and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationlaw.

Limitations. (a) Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified pursuant to Section 7.1(a)(i) and Section 7.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $5,000,000 (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all Losses in excess of the Indemnity Threshold; and (ii) unless the amount of an individual claim for Losses under Section 7.1(a)(i) or Section 7.2(a)(i) (aggregating all claims and Losses arising from substantially the same or similar facts as applicable to each of Section 7.1(a)(i) or Section 7.2(a)(i)), as applicable, exceeds $25,000, and no such claim shall be applied toward the Indemnity Threshold; provided, however, that the foregoing provisions of this Section 7.3(a) shall not apply with respect to any act of fraud or (i) any breach of or inaccuracy in the representations and warranties set forth in Sections 3.1, 3.2(a), 3.4(a), 3.5(a), 3.5(j), 3.9, or 3.14 (the “Specified Representations”) or (ii) any breach of the representations and warranties set forth in Sections 4.1, 4.2(a) or 4.5. (b) Other than in the case of any act of fraud (where the rights of Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall not be limited by anything set forth in this Article VIIAgreement to the contrary), in no event shall the liability aggregate amount for which Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be indemnified and held harmless under Section 7.1(a)(i) and Section 7.2(a)(i): (i) with respect to breaches of Seller for Damages, whether pursuant to indemnification any of the Purchaser Indemnities pursuant to Section 7.2 hereof representations and warranties of (A) Seller other than the Specified Representations or otherwise(B) Buyer other than those set forth in Sections 4.1, 4.2(a) or 4.5, in each case, exceed the Escrow Amount, and (ii) with respect to breaches of any of (A) the Specified Representations or (B) the representations set forth in the aggregate more than fifteen percent (15%Sections 4.1, 4.2(a) of or 4.5, in each case, exceed the Purchase Price; provided, Price (the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Cap”), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) If any Claim for indemnification by Buyer or Seller relating to any single event or series of related events that are indemnifiable under Sections 9.2 and 9.3 results in aggregate Losses (subject to Section 9.3(a)) that do not exceed $50,000, then such Losses shall not be deemed to be Losses under this Agreement and shall not be eligible for indemnification under this Article IX. (b) Buyer and Seller shall be entitled to be indemnified pursuant to Sections 9.2 and 9.3 for Losses (subject to Section 9.4(a)) only if and to the extent that the aggregate amount of all such Losses exceeds 1% of the Base Purchase Price (the “Deductible”), subject to the other limitations on recovery and recourse set forth in this Agreement. (c) No indemnifying Person shall be liable for any Losses that are indemnifiable under Sections 9.2 or 9.3 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. on the final date pursuant to Section 9.1, if any, to assert a Claim for indemnification on the basis asserted in such written demand. (d) Notwithstanding anything to contrary contained in this Agreement, to the extent Buyer is entitled to indemnification pursuant to Section 9.2, Buyer’s sole recourse shall be to the Indemnity Escrowed Cash; provided, however, that the Buyer may also have recourse by set-off against the Earnout Amount, if any, as provided in Section 9.12, with respect to (i) indemnification due to Buyer as a result of the inaccuracy or breach of the Excluded Representations, the representations and warranties set forth in Sections 3.16 (Environmental Matters), 3.17 (Taxes), 3.21 (Employee Benefits) and 3.26 (Phantom Equity Plan), and (ii) any amounts for which Buyer was entitled to indemnification from Seller under Section 9.2 and with respect to which a Claim was asserted prior to the expiration of the representation, warranty, covenant, or agreement under Section 9.1, but which was not fully paid from the Indemnity Escrow Cash. (e) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in under no event circumstances shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not any Party be entitled to make a claim for indemnification double recovery under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)this Agreement, and to the Seller extent a Party is compensated for a matter through the Working Capital Adjustment or insurance recovery, such Party shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled have a separate right to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationindemnification such matter. (bf) Notwithstanding anything to the contrary contained in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedAgreement, the Seller Indemnities limitations imposed by Sections 9.4(a) or 9.4(b) shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims indemnification Claims with respect to Excluded Representations, Seller Taxes or the Phantom Equity Plan. (g) In the event that, following the Closing, Buyer or a Company actually recovers amounts from a third party (including an insurer) with respect to a Claim for which Buyer or the Company have already received an indemnification payment (either from the Indemnity Escrow Account or by set off against the Earnout Amount), then Buyer or such Company, as applicable, will promptly (i) return to the Indemnity Escrow Account the amount it received from it with respect to such Claim if the Base Survival Period has not expired at such time, (ii) credit to the Earnout Amount the amount set off with respect to such Claim if the Earnout Amount has not been paid to the Seller at such time, and (iii) pay to the Seller the remaining amount it received or set off against Buyer’s obligation to pay the Earnout Amount with respect to such Claim. (h) For the purpose of determining the amount or value of a Claim for which indemnification is available under Section 7.3(a) for breach of this Article IX, any obligation of Purchaser references or qualifications in Article V or Article VIthe underlying representation, warranty, covenant, or agreement with respect to claims under Section 7.3(cmateriality (including Material Adverse Effect) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationshall be disregarded.

Limitations. (a) Save for fraud, no Claim shall give rise to an indemnification obligation by the Sellers under this Agreement if notice of such Claim is not made in writing, describing the Claim, the amount thereof (if known and quantifiable), and the basis thereof, to the relevant Seller(s) and the Sellers Representative (i) in respect of any Claim in connection with a breach of the Fundamental Warranties and Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, prior or on the date falling 30 Business Days following the expiration the applicable statute of limitation, (ii) in respect of any Claim in connection with a breach of the Tax Warranties, prior to or on the date which is 3 years after Closing Date, and (iii) in any other case, prior or on the date which is 18 months after Closing (the Claim Notice), provided that any Claim shall be deemed to be withdrawn 6 months after the date on which the Claim Notice was notified to the relevant Sellers and the Sellers Representative, unless legal proceedings in respect of such claim have been commenced and are being pursued with reasonable diligence. The Buyer shall notify the Claim Notice to the relevant Sellers and the Sellers Representative |EU-DOCS\31822603.17|| no later than 60 days after the Buyer or the relevant Group Company acquires knowledge that the relevant event, fact or circumstance is a basis for the Claim (or, in case the relevant Claim Notice relates to a Third-Party Claim, it shall be delivered in accordance with Section 11.4(a)), provided that any failure to so notify or any delay in notifying the Sellers Representative shall not relieve the Sellers of their obligations hereunder, except to the extent that the Sellers are actually prejudiced by such failure or delay. (b) Except for breaches of the Fundamental Warranties, Tax Warranties and Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, no Loss may be claimed under this Section 11 by the Buyer or shall be reimbursable or shall be included in calculating the Threshold Amount, other than indemnifiable Losses in excess of €25,000 resulting from any single claim or aggregated claims arising out of similar facts or circumstances. (c) No amount shall be payable to the Buyer in satisfaction of Claims unless and until the aggregate amount of all indemnifiable Losses of the Buyer and/or Group Companies arising therefrom exceeds €500,000 (the Threshold Amount), at which time the Sellers shall indemnify the Buyer for all Losses from the first euro (including for the avoidance of doubt the Threshold Amount) up to an amount not to exceed 10% of the Final Consideration actually received (the Cap), provided however that: (i) (x) the Threshold Amount shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the Fundamental Warranties or the Tax Warranties or Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B, and none of such Losses shall count towards the satisfaction of the Threshold Amount and (y) the Cap shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the Fundamental Warranties and Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B and none of such Losses shall count towards the satisfaction of the Cap; (ii) the indemnification obligation of each Seller shall not exceed 10% of the Final Consideration actually received by such Seller for his/her/its Transferred Securities and, with respect to each Founder, his/her Free Shares 2018 (including without limitation the Escrow Amount and the Holdback Amount as the case may be), it being specified that this cap shall not apply with respect to any indemnification resulting from, arising out of or relating to breaches of the Fundamental Warranties or Business Warranties set out in the first sentence of paragraph (a), paragraphs (b), (d), (f), the first sentence of paragraph (g) and the first sentence of paragraph (h) of Section 2.1 (Organization of the Company and its Subsidiary) and Section 2.22 (No Brokers or Transactions Fees) of Exhibit B; (iii) if a Claim is made in connection with a breach of the Tax Warranties after the Release Date, the aggregate liability of the Sellers for Losses resulting therefrom shall not exceed an amount equal to (the Additional Tax Cap): |EU-DOCS\31822603.17|| Min (Cap – X ; € 10,000,000 – Y), where: X means all sums claimed by the Buyer or, as the case may be, paid to the Buyer, under this Section 11 on or prior to the Release Date in relation to any Claims (including Claims made in connection with a breach of Tax Warranties but excluding Claims made in connection with a breach of the Fundamental Warranties); Y means all sums claimed by the Buyer or, as the case may be, paid to the Buyer, under this Section 11 on or prior to the Release Date in relation to any Claims made in connection with a breach of the Tax Warranties; For the avoidance of doubt, any Claim made in connection with a breach of the Tax Warranties before the Release Date but pending as at such date shall be subject to the Cap and not the Additional Tax Cap. (d) Except in the case of fraud, in no event shall the aggregate amount of all payments made by any Seller in satisfaction of Claims under this Section shall exceed such Seller’s pro rata portion as set out in Exhibit D of all Losses, and in no event shall the aggregate amount of all payments made by any Seller exceed the Final Consideration actually received by such Seller for his/her/its Transferred Securities and, with respect to each Founder, his/her Free Shares 2018 (including without limitation the Escrow Amount and the Holdback Amount as the case may be). (e) For the avoidance of doubt, the Buyer may give notice of any single Claim in accordance with this Section, whether or not the Threshold Amount has been exceeded at the time the notice is given. (f) The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity (i) more than once in respect of the same Loss, regardless of whether more than one Claim arises in respect of it and (ii) for any breach of the Sellers' Warranties, covenants or obligations contained herein giving rise to a Loss that is already taken into account in the post-Closing adjustment process set out in Section 3.5. (g) For the purposes of this Section 11, any Loss shall be determined without regard to any multiple, valuation factor, price earning or equivalent ratio implicit in negotiating and/or settling the Final Consideration. (h) The Sellers shall not be liable for indemnification in respect of any Loss under this Section 11 resulting directly from any action taken between the date hereof and the Closing Date, which action has been expressly authorized pursuant to Section 6.1. (i) If any Loss is recovered by a Group Company and/or by the Buyer, in whole or in part, from any third party after the payment by the Sellers to Buyer pursuant to this Section 11 in respect of such Loss, amounts so recovered as reduced by the cost incurred by the Buyer and the Group Companies to receive such amounts shall be credited to the Sellers in accordance with their pro rata portion of the payment made by them to the Buyer. Without prejudice to the foregoing, if the Sellers makes any payment in respect of any Loss pursuant to this Section 11 and the Buyer or the Group Companies could have recovered all or a portion of such Loss from a third party, the Buyer or the Group Companies shall assign to the Sellers Representative its rights to proceed against the relevant third party to the extent necessary to permit the Sellers Representative to recover from the third party the amount paid by the Sellers; provided however that this assignment of rights shall not apply against, and the Sellers shall not be entitled to recovery from, any third party who is an employee, supplier, distributor, partner, licensor of intellectual property or a customer or any of the Group Companies. |EU-DOCS\31822603.17|| (j) The Sellers shall not be obligated to indemnify the Buyer for any Tax reassessment, the only effect of which would be to shift the income or expense of one financial year to another, and that does not give rise to any additional Tax burden for the Group Companies in comparison to that which they would bear in the absence of such reassessment, except for the amount of any penalty, late payment interest or fine resulting from such reassessment and any related costs (including any treasury costs), fees and charges. The Sellers shall not be obligated to indemnify the Buyer for any value added tax liability which is recoverable by any of the Group Companies and results in no actual charge to the Group Companies. (k) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedAgreement, the Purchaser Indemnities Sellers shall not be entitled obligated to make indemnify the Buyer for any reduction of any Tax loss carry back or carry forward, Tax credit or other Tax relief shown on any Tax Returns of any of the Group Companies and any decrease in deferred tax asset shown on any financial statements of any of the Group Companies (including as a claim result, as the case may be, of a Tax reassessment by the Tax authorities), except in the case where any such Tax loss carry back or carry forward, Tax credit, Tax relief or other deferred Tax asset was taken into account for the calculation of the Net Cash Amount or Net Working Capital Amount (either as such or because it gave rise to a cash Tax saving or payment which a Group Company benefited from prior to the Closing Date). For the avoidance of doubt, it is specified that the Sellers shall be obligated to indemnify the Buyer for any reduction of the French research and development tax credit (including as a result, as the case may be, of a Tax reassessment by the Tax authorities) that was either accounted for as a receivable or already cashed in by the Company on the Closing Date. (l) The Sellers shall not be held liable for indemnification under in respect of any Loss resulting solely from, or increased by, any voluntary action or omission on the part of the Buyer or any of the Group Companies after the Closing Date, including any change in the accounting principles previously applied by any of the Group Companies. (m) No indemnity will be due by the Seller to the Buyer if the Loss arises from the entry into force or the modification of a Law and/or the levy or modification of any Tax or Tax rate after the date hereof, even if such change has a retroactive effect. (n) For all purposes of this Section 7.2 hereof unless and until 11, in calculating the aggregate Damages suffered amount of any "Loss", there shall be deducted (i) the amount of any indemnification or other recoveries (including insurance proceeds) payable to the Buyer or any of the Group Companies in connection with the facts, matters or circumstances giving rise to the right of indemnification as reduced by the cost incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Buyer and the Group Companies to receive such indemnification or other recoveries and ($500,000ii) the amount of any reserve or provision with respect to such Loss recorded in the Accounts and taken into account in the Net Cash Amount or the Working Capital Amount. (it being understood and agreed o) In assessing any Loss, any Tax saving which is or will effectively be available to the Buyer or the relevant Group Company as a direct result of the accrual, incurrence or payment of any such Loss with respect to the financial year(s) when the said Loss is accrued, incurred or paid, shall be deducted from the amount of such Loss. (p) The Buyer shall use and, shall procure to the extent of its powers as shareholder of the Company that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Group Companies shall use, and commercially reasonable endeavors to avoid or mitigate the Seller amount of any Loss, to the extent such action does not prevent the Group Companies from operating the Business in the ordinary course. For the avoidance of doubt, Buyer shall not be liable required to cease or reduce developing, promoting, manufacturing, having manufactured, using, marketing, selling, offering for sale or importing, exporting or distributing the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled Group Companies’ products and services or exploiting their Intellectual Property Rights in order to indemnificationmitigate Loss. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.|EU-DOCS\31822603.17||

Limitations. (a) Notwithstanding anything to the contrary provided herein: (a) The Purchaser shall not make any claim for any Indemnifiable Loss hereunder (x) unless the amount of such claim exceeds US$250,000 or the equivalent thereof in this Article VIIany other currency, in no event and (y) except to the extent such amount, after taking into account all other Indemnifiable Losses suffered thereby, exceeds US$2,500,000, and then only to the extent of such excess. (b) Subject to Section 8.4(d) below, the Purchaser shall the liability of not make any claim against any Seller for Damages, whether pursuant any Indemnifiable Loss to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in extent the aggregate more than fifteen amount of such Seller’s liability for such claim, together with liability for all other claims made against such Seller under this Section 8, would exceed an amount equal to thirty percent (1530%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred Price received by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch Seller. (bc) Notwithstanding anything Section 8.4(b) above, and subject to the contrary in this Article VIISection 8.4(d) below, in no the event shall the liability of any breach by any Seller of such Seller’s representations and warranties set forth in Sections 1, 2, 5 or 6 of Schedule B, Purchaser for Damagesmay, whether pursuant with respect to indemnification of the Seller Indemnities pursuant such breach, seek up to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen one hundred percent (15100%) of the Purchase Price; providedPrice received by such Seller, but in any case, the aggregate that Purchaser may seek from any Seller Indemnities shall with respect to all claims pursuant to Sections 8.4(b) and (c) may not be entitled exceed one hundred percent (100%) of Purchase Price. (d) For good and valuable consideration, the receipt of which CPG hereby acknowledges, CPG hereby agrees (i) to make a claim for indemnification under Section 7.3 hereof unless indemnify and until hold harmless the aggregate Damages Purchaser from and against any and all Indemnifiable Losses suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars Purchaser which are proximately caused by any breach or nonperformance of any of the obligations, covenants or agreements made by KBANK or CPG in the KBANK Agreement or which otherwise arise under the KBANK Agreement except those Indemnifiable Losses which are proximately caused by any breach or nonperformance of any of the obligations, covenants or agreements made by the Purchaser in the KBANK Agreement; and ($500,000ii) (it being understood with respect to each of the representations and agreed that warranties set forth in Schedule B, the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), term “Seller” shall be deemed to include KBANK and CPG hereby agrees to bear all liability with respect to any Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) claim against KBANK for breach of any obligation such representations and warranties as though KBANK were a party to this Agreement, and shall indemnify and hold harmless the Purchaser from and against any and all Indemnifiable Losses related to any such claim. The Purchaser’s rights pursuant to this Section 8.4 shall be the Purchaser’s exclusive remedy with respect to any claim under this Agreement or the KBANK Agreement. (e) In no event shall any Seller be liable for (i) any punitive damages or exemplary damages or any special, incidental, indirect or consequential damages of Purchaser in Article V any kind or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6nature, or any intentional diminution in value, regardless of the form of action through which such damages are sought, or (ii) any lost profits of any Person, even if under Applicable Law such lost profits would not be considered consequential or special damages. (f) No breach by Purchaser any Seller of any covenant representation or obligationwarranty herein shall be deemed to be a breach of this Agreement for any purpose hereunder, and the Purchaser shall not have any claim or recourse against such Seller with respect to such breach, if prior to the Closing the Purchaser, or its agents, advisors, employees or representatives, had knowledge of such breach which is reflected in any Company Report or Data Room Documentation. In furtherance of such agreement, pursuant to Section 4.6, copies of all such Company Reports and Data Room Documentation shall be placed in the Deposit Box until the expiration of the Sellers’ indemnity obligations pursuant to this Agreement.

Limitations. (a) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Damages relating to breaches of representations or warranties payable by Seller and Parent pursuant to Sections 9.2(a)(i) and (ii) of this Agreement shall not exceed $50,000,000. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Damages relating to breaches of representations or warranties payable by Buyer pursuant to Section 9.3(a) of this Agreement shall not exceed $50,000,000. (c) Notwithstanding anything to the contrary contained in this Article VIIAgreement, no claim shall be made against Parent or Seller for indemnification under Section 9.2(a)(i) or (a)(ii) with respect to any Damages unless the aggregate of all such Damages described in clauses (i) and (ii) of Section 9.2(a) shall exceed $1,000,000 (the "Basket"), and Parent and Seller shall only be required to pay or be liable for any such Damages arising under such clauses (i) and (ii) of Section 9.2(a) to the extent that their aggregate amount exceeds the Basket, and then only with respect to Damages incurred in excess of such amount, provided, however, that the Basket contained in this Section 9.5(c) shall not apply to, and dollar-for-dollar recovery shall be available with respect to, Damages suffered, incurred or sustained which arise out of, result from or are attributable to breaches of any of the representations or warranties contained in Section 3.2. (d) Notwithstanding any other provision to the contrary, in no event shall Buyer, on the liability of Seller for Damagesone hand, whether pursuant to indemnification of or Parent or Seller, on the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseother hand, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable to the other for the first Five Hundred Thousand Dollars ($500,000) of any consequential or punitive Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for resulting from any breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything this Agreement except to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant extent that they are recovered against a Buyer Indemnified Party or a Seller Indemnified Party as an indemnified party with respect to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationan indemnified Third Party Claim.

Limitations. (a) Notwithstanding anything Except with respect to claims (i) based on actual fraud or (ii) made pursuant to Section 6.2(b) or Article IX, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the contrary in transactions that are the subject of this Article VIIAgreement. Without limiting the generality of the foregoing sentence, in no event shall the liability of Seller for DamagesBuyer, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following six limitations shall apply: (i) the aggregate liability of Purchaser Seller for the sum of all Damages under this Article VI shall not exceed an amount equal to $7,000,000, except in the case of any Damages resulting from, relating to or constituting any misrepresentation or breach of warranty by Seller with respect to Sections 2.2, 2.9 or Article IX, for which the aggregate liability of Seller for the sum of all such Damages, whether pursuant to indemnification of the together with all other Damages for which Seller Indemnities pursuant to Section 7.3 hereof or otherwisemay be liable under this Agreement, shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a ; (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a) or 6.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $5,000; (iii) Seller shall be liable under clause (a) of Section 7.3 hereof unless and until 6.1 for only that portion of the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars under clause (a) of Section 6.1 which exceeds $500,000) 600,000 (it being understood and agreed that Seller shall not be liable, in any event, for the Five Hundred Thousand Dollars (first $500,000) is intended as a deductible600,000 of said Damages), except in the case of any Damages resulting from, relating to or constituting any misrepresentation or breach of warranty by Seller with respect to Section 2.9, Article IX and Purchaser the first sentence of Section 2.2(b); (iv) the amount of any Damages for which indemnification is provided under this Article and Article IX shall be calculated net of any associated accruals or reserves reflected on the books of SRT and Nicolet as of January 1, 2000 or a related accrual or reserve created thereafter in the Ordinary Course of Business; (v) Seller shall not be liable for the first Five Hundred Thousand Dollars any Damages under this Article VI resulting from, relating to or constituting any misrepresentation or breach of warranty in clauses ($500,000i) and (iii) of Section 2.17(b) unless the noncompliance or absence of a permit, license or approval that causes such misrepresentation or breach of warranty comes to Buyer's attention in the Ordinary Course of Business or is brought to Buyer's attention by a Governmental Entity (other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity); and (vi) Seller shall not be liable for any Damages under this Article VI resulting from, relating to or constituting any misrepresentation or breach of warranty in clauses (i) and (ii) of Section 2.17(c) unless (A) in the case of clause (i) of Section 2.17(c), either such claim that causes such misrepresentation or breach of warranty comes to Buyer's attention from a third party (other than an Affiliate of Buyer and other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity) or the environmental condition of the property referred to in clause (i) of Section 2.17 (c) comes to Buyer's attention in the Ordinary Course of Business and is such that the investigation or remediation of a Release of Materials of Environmental Concern is required by applicable Environmental Law or (B) in the case of clause (ii) of Section 2.17(c), the claim that causes such misrepresentation or breach of warranty is brought to Buyer's attention by a third party (other than an Affiliate of Buyer and other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity); PROVIDED, HOWEVER, that the foregoing limitations shall not apply to (A) (I) a claim described in paragraphs (b) through (f) of Section 6.1, (II) any liability, including without limitation Tax liability, resulting from or relating to any act or omission of Seller in connection with the repayment and/or cancellation of the SRT Promissory Note on or prior to the Closing or (III) a failure by Seller to comply with the agreement by Seller in Section 10.11, for which, in the case of each of the foregoing clauses (I), (II) and (III), the aggregate liability of Seller for the sum of all such Damages, together with all other Damages for which Seller may be liable under this Agreement, shall not exceed the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VIPurchase Price, or to claims under Section 7.3(c(B) or Section 7.3(g(I) or to matters arising a claim described in respect paragraphs (b) through (f) of Section 4.4 or 4.66.2, for which the aggregate liability of Buyer for the sum of all such Damages, together with all other Damages for which Buyer may be liable under this Agreement, shall not exceed the Purchase Price, or (II) any intentional breach liability or Damages suffered by Purchaser Seller resulting from or relating to any Deferred Items, including without limitation liability arising from the failure of any covenant or obligationBuyer to comply with the agreements by Buyer in Section 1.4.

Limitations. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Article VIInotwithstanding, in no event (i) the Buyer (on behalf of itself and any of its Affiliates including the Company post-Closing) shall the liability of Seller not make any claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.2(a)(i) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand amount of all such claims and claims for indemnification pursuant to Section 9.2(a)(i) exceeds One Million Dollars ($500,0001,000,000) (it being understood the “Threshold”) and agreed that if the Five Hundred Thousand Dollars ($500,000) Threshold is intended as a deductible)exceeded, the Seller shall be required to pay only those amounts in excess of the Threshold Amount up to the Maximum Indemnification Amount, and (ii) the Seller shall not be liable required to make indemnification payments for any claim for indemnification pursuant to Section 9.2(a)(i) to the first Five Hundred Thousand extent indemnification payments would exceed in the aggregate Twenty Million Dollars ($500,00020,000,000.00) (the “Maximum Indemnification Amount”); provided, however, the Seller’s obligation and liability for any and all breaches of Damages for which the Purchaser Indemnities are entitled to indemnification. Howeverrepresentations and warranties set forth in (i) Section 4.1, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI4.2, or to claims under Section 7.2(b) or Section 7.2(c4.3(b), 4.5, 4.6, 5.1, 5.2, 5.7(c), or 5.7(d) or as set forth in Article VIII hereof shall not be subject to matters arising the Threshold and shall not count toward determining whether the Maximum Indemnification Amount has been reached, and (ii) Section 5.14 shall not be subject to the Threshold. In determining the amount to which the Buyer is entitled to assert a claim for indemnification pursuant to this Article IX, only actual Damages, net of all Tax benefits actually realized by the Buyer in respect the year of Sections 3.5receipt of any indemnity payment. The Seller and the Buyer acknowledge and agree that any event, 3.6,. 3.7transaction, circumstance, or 3.15liability, whether contingent or accrued, for which adequate reserves by the Company have been established on the Closing Date, shall not be used at any time as the basis of any claim for indemnification under Article VIII or this Article IX, or considered in any intentional way in determining whether the Threshold or the Maximum Indemnification Amount has been reached. In addition, in connection with an alleged breach of the Seller’s representations, warranties and covenants under this Agreement, the Buyer’s Damages shall be net of all reserves established by Seller the Company as of any covenant the Closing Date in connection with the particular item or obligationcontingency in dispute. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification The obligation of the Seller Indemnities pursuant to indemnify the Buyer under Section 7.3 hereof 8.1 and Section 9.2(a) above shall expire, with respect to any representation, warranty, covenant or otherwise, exceed in the aggregate more than fifteen percent (15%) agreement of the Purchase PriceSeller, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Sections 8.6 and 9.1 above, except with respect to any written claims for indemnification which the Buyer has delivered to the Seller prior to such date. (c) The obligation of the Buyer to indemnify the Seller under Section 9.2(b) above shall expire, with respect to any representation, warranty, covenant or agreement of the Buyer, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 9.1 above, except with respect to written claims for indemnification which the Seller has delivered to the Buyer prior to such date. (d) Promptly after receipt by an indemnified party under this Article IX hereof of notice of any claim or the commencement of any Action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article IX hereof, notify the indemnifying party in writing of the claim or the commencement of that Action stating in reasonable detail the nature and basis of such claim and a good faith estimate of the amount thereof, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party unless and only to the extent such failure materially and adversely prejudices the ability of the indemnifying party to defend against or mitigate damages arising out of such claim. If any claim shall be brought against an indemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such claim or Action; provided, however, that the Seller Indemnities indemnifying party shall not be entitled agree or consent to make a the application of any equitable relief upon the indemnified party without its written consent. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim for indemnification under Section 7.3 hereof unless and until or Action, the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser indemnifying party shall not be liable for other expenses subsequently incurred by the first Five Hundred Thousand Dollars ($500,000) indemnified party in connection with the defense thereof; provided, however, that if the indemnifying party elects not to assume such defense, the indemnified party may retain counsel satisfactory to it and to defend, compromise or settle such claim on behalf of Damages and for the account and risk of the indemnifying party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel for the indemnified party promptly as statements therefor are received; and, provided, further, that the indemnified party shall not consent to entry of any judgment or enter into any settlement or compromise without the written consent of the indemnifying party which consent shall not be unreasonably withheld. The Buyer and the Seller Indemnities are entitled each agree to indemnification. However, this Section 7.6(b) will not apply render to claims under Section 7.3(a) for breach each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any obligation such claim or proceeding. The indemnified party shall also have the right to select its own counsel, at its own expense, to represent the indemnified party and to participate in the defense of Purchaser in Article V or Article VIsuch claim, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationas applicable.

Limitations. (a) Notwithstanding anything If the Transaction is consummated, recovery from the Escrow Fund shall be the sole and exclusive remedy under this Agreement for the matters listed in the foregoing clauses (a) and (b) of Section 8.3, except in the case of (i) any failure of the Fundamental Representations to be true and correct as aforesaid, (ii) any Indemnifiable Damages arising out of, resulting from or in connection with the matter referenced in Section 8.3(h) and (iii) fraud, willful breach or intentional misrepresentation by any Seller (together, the “Fundamental Matters”). In the case of the Fundamental Matters, the Sellers shall be liable for the amount of any Indemnifiable Damages resulting therefrom; provided, however, that in the case of the Fundamental Matters, such liability shall be limited to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification gross amount of the Purchaser Indemnities Purchase Price which AMI is entitled to receive pursuant to Section 7.2 hereof or otherwise, exceed 2.2 of this Agreement. (b) No Indemnified Person may recover any Escrow Cash in the aggregate more than fifteen percent (15%) respect of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a any claim for indemnification under that is made pursuant to Section 7.2 hereof 8.3(a) or (b) unless and until the aggregate amount of Indemnifiable Damages suffered or incurred by that may be claimed pursuant to this Article VIII exceeds $200,000 (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Threshold”), and once the Seller Threshold has been reached, the Indemnified Person may make claims for indemnification and may receive Escrow Cash for all Indemnifiable Damages in excess of the Threshold; provided, however, that the limitation set forth in this Section 8.4(b) shall not apply in respect of any indemnification obligation arising out of or resulting from any Fundamental Matter. (c) In determining the amount of any Indemnifiable Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any knowledge, materiality or Material Adverse Effect standard or qualification, or standard or qualification that a matter be or not be “reasonably expected” or “reasonably likely” to occur, contained in or otherwise applicable to such representation, warranty, covenant or agreement shall be disregarded; provided, however, that such standard or qualification shall not be liable disregarded for the first Five Hundred Thousand Dollars ($500,000) purposes of Damages for which the Purchaser Indemnities are entitled initial determination of whether there was a failure of such representation or warranty to indemnification. Howeverbe true and correct, this Section 7.6 will not apply to claims under Section 7.2(a) for or a breach of any obligation of Seller or default in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of connection with any covenant or obligationagreement, as aforesaid. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. Provided that there has been no intentional misrepresentation of a material fact and no intentional failure to disclose a material fact, the obligations of each Selling Group Member and the Parent to indemnify the Indemnified Buyer Parties pursuant to this Article IX shall be subject to the following limitations: (a) Notwithstanding anything No indemnification shall be required to be made by any Selling Group Member or the Parent until the aggregate amount of the Indemnified Buyer Parties' Losses exceeds $85,000 (the "Deductible"), whereupon indemnification shall be required to be made by the Selling Group and the Parent to the contrary in this Article VII, in no event shall full extent of such Losses including the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase PriceDeductible; provided, however, that the Purchaser Indemnities Deductible shall not be entitled applicable to make a claim for Indemnified Buying Parties' Losses arising from or relating to: (i) The indemnification obligations under Section 7.2 9.1(a), (b), (d), or (e) hereof unless ("Excluded Claims"); (ii) Breaches of the representations (the "Excluded Representations") set forth in Sections 4.3 (Authorization; Enforceability), 4.4 (No Breach or Violation), 4.5 (Consents and until Approvals), 4.13 (Tax Matters), the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars second sentence of Section 4.15 ($500,000a) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled Title to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(bPurchased Assets) or Section 7.2(c4.24 (Brokers' Fees), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation; or (iii) Fraud ("Fraud Claims"). (b) Notwithstanding anything to the contrary All representations and warranties contained in this Article VII, in no event Agreement shall survive the liability of Purchaser for Damages, whether pursuant to indemnification of Closing until the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent second (15%2nd) of the Purchase Priceanniversary thereof; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars following claims shall survive for three months beyond the applicable statute of limitations period ($500,000the applicable period of survival being referred to herein as the "Survival Period"): (i) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars Excluded Claims; ($500,000ii) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.Excluded Representations; or

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the liability of Seller for Damages, whether pursuant to indemnification each of the Purchaser Indemnities pursuant following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 7.2 hereof or otherwise, exceed in 11.02(a)(i) except to the aggregate more than fifteen percent (15%) extent that the cumulative amount of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification Damages under Section 7.2 hereof unless and until the aggregate Damages suffered or 11.02(a)(i) actually incurred by the Purchaser Indemnitees exceed Five Buyer Indemnified Parties exceeds Two Hundred Fifty Thousand U.S. Dollars ($500,000U.S.$250,000) at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 11.02(a)(i) actually incurred by the Buyer Indemnified Parties (it being understood and agreed that including the Five first Two Hundred Fifty Thousand U.S. Dollars ($500,000) is intended as a deductibleU.S.$250,000), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything Buyer will not be required to indemnify Seller under Section 11.02(b)(i) except to the contrary in this Article VIIextent that the cumulative amount of the Damages under Section 11.02(b)(i) actually incurred by the Seller Indemnified Parties exceeds Two Hundred Fifty Thousand U.S. Dollars (U.S.$250,000) at which point Buyer will be required to pay, in and will have Liability for, the cumulative amount of the Damages under Section 11.02(b)(i) actually incurred by the Seller Indemnified Parties (including the first Two Hundred Fifty Thousand U.S. Dollars (U.S.$250,000)). (c) In no event shall the liability aggregate out-of-pocket Liability of Purchaser Seller for Damages, whether pursuant to indemnification of the Seller Indemnities any Damages pursuant to Section 7.3 hereof or otherwise11.02(a)(i) exceed Seven Million U.S. Dollars (U.S.$7,000,000); provided, exceed in the aggregate more than fifteen however, that any such indemnification payments to be made by Seller to Buyer shall be effected as follows: (i) twenty-five percent (1525%) of such indemnification payment shall be made in cash and (ii) seventy-five percent (75%) of such indemnification payment shall be made solely by an offset against the Purchase Priceinitial principal amount of the Acquisition Note such that the outstanding principal shall be reduced, as certified by the chief financial officer of Buyer in accordance with the terms of the Acquisition Note; provided, that if the First Milestone or Second Milestone have not yet occurred, and there is no outstanding principal amount of the Acquisition Note, then the offset detailed in subsection (ii) above shall occur solely by reduction in the principal amount by which the Acquisition Note is increased, if at all, upon the First Milestone or Second Milestone, as the case may be. It is understood by both parties that the maximum cash indemnification payments made by Seller Indemnities under this Section 11.03(c) shall be One Million Seven Hundred Fifty Thousand U.S. Dollars (U.S.$1,750,000). (d) In no event shall Seller or Buyer have any Liability under Section 11.02(a)(i) or 11.02(b)(i), as the case may be, with respect to claims that are not properly asserted in writing prior to the date that is (i) twelve (12) months after the Closing Date in the case of claims related to breaches of representations and warranties other than those contained in Section 6.09(b)(iii) hereof, and (ii) twenty-four (24) months after the Closing Date in the case of claims related to breaches of the representations and warranties contained in Section 6.09(b)(iii) hereof, but only to the extent that any such breach causes an Adverse Effect. (e) The amount of any Damages under Section 11.02 shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party relating to such claim. (f) No Party shall be entitled to make a claim for indemnification under Section 7.3 hereof unless and until this Article 11 to the aggregate extent Damages suffered result from the gross negligence or incurred by intentional misconduct of the Seller Indemnitees exceed Five Hundred Thousand Dollars Party seeking indemnification. ($500,000g) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Except with respect to claims based on fraud or willful misconduct, after the Closing: (i) the right of the Buyer Indemnified Parties to indemnification under Section 7.3(athis Article 11 shall be the exclusive remedy of the Buyer Indemnified Parties with respect to claims arising or resulting from (A) for any inaccuracy or breach of any obligation representation or warranty of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, Seller or any intentional of its Affiliates in this Agreement (B) any breach by Purchaser of any covenant or obligationother agreement of Seller or any of its Affiliates in this Agreement; (C) Seller’s or any of its Affiliates’ conduct of the Business prior to the Closing except to the extent the same constitute Assumed Liabilities; or (D) the failure of Seller or any of its Affiliates to pay, perform or discharge any Excluded Liabilities; and (ii) the right of the Seller Indemnified Parties to indemnification under this Article 11 shall be the exclusive remedy of the Seller Indemnified Parties with respect to claims arising or resulting from (A) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement; (B) any breach of any covenant or other agreement of Buyer in this Agreement, (C) Buyer’s conduct of the Business from and after the Closing; or (D) the failure of Buyer to pay, perform or discharge any Assumed Liabilities.

Limitations. 7.4.1 Owner’s total liability to Contractor under this Article 7 shall not exceed the Schedule Bonus Cap. 7.4.2 Notwithstanding anything contained herein to the contrary, if at any time Contractor’s Margin is reduced pursuant to Section 8.2 to: (a) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; (b) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; (c) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; (d) [***], then the aggregate amount of all Schedule Bonuses in respect of which Contractor has been paid or is entitled to be paid shall be reduced by an amount equal to [***] of such aggregate amount; provided that, for the avoidance of doubt, the reductions described in this Section 7.4.2 shall not be cumulative. If Owner has paid any Schedule Bonus(es) to Contractor prior to such reduction, then Owner may, without prejudice to Section 41.7, deduct from any amounts owed to Contractor hereunder an amount equal to the amount of such reduction. 7.4.3 Notwithstanding anything contained herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof if Owner determines that Contractor has not or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall will not be entitled to make a claim payment for indemnification under any Primary Milestone or Super Primary Milestone pursuant to and in accordance with Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Section 7.3, and the Seller respectively, Owner shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled have no obligation to indemnification. However, this Section 7.6 will not apply pay to claims under Section 7.2(a) for breach of Contractor any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether Schedule Bonuses pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.this

Limitations. Except to the extent any special, consequential, indirect, multiple, punitive or other similar damages (aincluding diminution in value, lost profits, lost revenues, business interruptions or loss of business opportunity or reputation) are paid in respect of Third Party Claims, any liability under this Section 5.14 shall be limited to direct Damages and shall not include such other damages. Any Indemnitee seeking indemnification under this Section 5.14 shall use commercially reasonable efforts to mitigate any Damages which form the basis of an indemnification claim hereunder. Notwithstanding anything to the contrary in this Article VIIherein, (i) the cumulative indemnification obligations of Torch under clause (i) of Section 5.14(a) shall in no event shall exceed, in aggregate, three billion dollars ($3,000,000,000) (the liability “Overall Cap”), (ii) the cumulative indemnification obligations of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent United under clause (15%i) of the Purchase Price; providedSection 5.14(b) shall in no event exceed, in aggregate, the Purchaser Indemnities Overall Cap, (iii) with respect to any Damages as a result of or relating to the Specified Matter, United shall not be entitled bear (and indemnify the Torch Indemnitees for) Damages up to, in aggregate, ten million dollars ($10,000,000) (the “Specified Deductible”), and Torch shall have no obligation to make indemnify the United Indemnitees from or in respect of any Damages as a claim for indemnification under Section 7.2 hereof result of or relating to the Specified Matter unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of such Damages for which the Purchaser Indemnities are entitled to indemnification. However, indemnification would otherwise be available under this Section 7.6 will not apply 5.14 exceeds the Specified Deductible, in which event Torch shall be required to claims under Section 7.2(a) for breach indemnify the United Indemnitees for, and only for, Damages in excess of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. the Specified Deductible (b) Notwithstanding anything subject to the contrary in this Article VII, in no event shall the liability other provisions of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation5.14).

Limitations. (a) 11.5.1 Except with respect to claims based on actual fraud, the rights of the Indemnified Parties under this Article 11 shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement, and the Purchaser shall not be entitled to the remedy of rescission. 11.5.2 Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply to the indemnity obligations set forth in this Article VII, in no event shall 11: (i) the aggregate liability of Seller the Sellers for Damages, whether the sum of all indemnifiable damages under this Article 11 shall not exceed an amount equal to the Closing Net Book Value; (ii) except for claims for indemnifiable damages made pursuant to indemnification subsections 11.1(ii), 11.1(iii), 11.1(iv), 11.2(ii), 11.2(iii), or 11.2(iv) which claims shall be excluded from this limitation, the Sellers shall be liable under Section 11.1, and the Purchaser shall be liable under Section 11.2, for only that portion of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (indemnifiable damages which exceeds $500,000) 300,000 (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), Sellers and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable liable, in any event, for the first Five Hundred Thousand Dollars $300,000 of said indemnifiable damages); and ($500,000iii) the amount of Damages any indemnifiable damages for which indemnification is provided under this Article 11 shall be calculated net of any associated accruals or reserves reflected on the books of Seller as of the Closing Date and included in the calculation of the Closing Net Book Value. 11.5.3 In no event shall any Indemnifying Party be responsible and liable for any indemnifiable damages or other amounts under this Article 11 that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual indemnifiable damages. The parties shall use all commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the indemnifiable damages for which indemnification is provided under this Article. 11.5.4 The Sellers shall not have any right of contribution against the Business with respect to any breach by the Sellers of any of their representations, warranties, covenants or agreements. 11.5.5 The amount of any indemnifiable damages for which indemnification is provided under this Article 11 shall be reduced by any related recoveries (net of tax consequences of such recoveries) to which the Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any tax benefits actually received (net of any tax costs actually incurred) by the Indemnified Party or any of its Affiliates or for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, Indemnified Party or any intentional breach of its Affiliates is eligible on account of the matter resulting in such indemnifiable damages or the payment of such indemnifiable damages; provided, that with respect to any such indemnifiable damages as to which an Indemnified Party is entitled to, but has not yet received, compensation under any insurance, the expiration period with respect to such claim for indemnifiable damages shall be tolled, and if (i) the Indemnified Party notifies the Indemnifying Party of the submission of such claim to the insurer prior to the termination of the expiration period for such claim for indemnifiable damages and (ii) such compensation has been pursued in a commercially reasonable manner by Purchaser the Indemnified Party but has not been received within one year after the date on which the claim for compensation is first submitted to the insurer or the insurer's agent by the Indemnified Party, the Indemnified Party may assert a claim with respect to such indemnifiable damages within 90 days after the end of any covenant or obligationsuch one year period; provided further, that upon payment of such indemnifiable damages by the Indemnifying Party, the Indemnified Party shall assign the right to insurance compensation to the Indemnifying Party.

Limitations. Except with respect to claims (ai) based on fraud or willful misrepresentation or (ii) made pursuant to Sections 6.4 (Non-Competition) or 11.3 (Confidentiality), the rights of the Indemnified Parties under this Article XII shall be the sole and exclusive remedies of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty of failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Seller will have no liability (for indemnification or otherwise) with respect to the matters described in Section 12.2(a) (other than with respect to the Seller Fundamental Representations) until the total of all Losses with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then only for the amount by which such Losses exceed Fifty Thousand Dollars ($50,000). Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the aggregate liability of Seller for Damagesthe sum of all Losses (i) under Section 12.2(a) (other than with respect to the Seller Fundamental Representations), whether pursuant shall not exceed an amount equal to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen fifty percent (1550%) of the Purchase Price; provided, the Purchaser Indemnities as determined under Article II, (ii) under Sections 12.2(c) (Excluded Liabilities), 12.2(d) (Seller operations), 12.2(g) (Environmental Matters), 12.2(h) (Environmental Matters), 12.2(i) (Taxes), 12.2(k) (Consents), 12.2(1) (Severance), 12.2(m) (XXXXX), Seller Fundamental Representations, or for fraud or willful misrepresentation by Seller shall not be entitled limited and (iii) under any portion of Section 12.2 other than those described in clauses (i) and (ii), shall not exceed an amount equal to make a claim fifty percent (50%) the Purchase Price, as determined under Article II. Buyer will have no liability (for indemnification under or otherwise) with respect to the matters described in Section 7.2 hereof unless 12.3(a) (other than with respect to (i) the Buyer Fundamental Representations and (ii) Section 4.7) until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred total of all Losses with respect to such matters exceeds Fifty Thousand Dollars ($500,000) (it being understood 50,000), and agreed that then only for the Five Hundred amount by which such Losses exceed Fifty Thousand Dollars ($500,000) is intended as a deductible50,000), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the aggregate liability of Purchaser Buyer for Damagesthe sum of all Losses (i) under Section 12.3(a) (other than with respect to the Buyer Fundamental Representations where Losses shall not be limited), whether pursuant shall not exceed an amount equal to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen fifty percent (1550%) of the Purchase Price; provided, the Seller Indemnities as determined under Article II, (ii) under Sections 12.3(c) (Assumed Liabilities), 12.3(f) (Environmental Matters) and 12.3(g) (Environmental Matters) shall not be entitled limited and (iii) under any portion of Section 12.3 other than those described in clauses (i) and (ii), shall not exceed an amount equal to make a claim fifty percent (50%) Purchase Price, as determined under Article II. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY EXEMPLARY, SPECULATIVE, CONSEQUENTIAL SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (OTHER THAN THOSE AWARDED TO THIRD PARTIES) AND NO CLAIM SHALL BE MADE OR AWARDED AGAINST ANY PARTY, FOR ANY SUCH PUNITIVE DAMAGES (OTHER THAN THOSE AWARDED TO THIRD PARTIES). Both parties shall reasonably cooperate and use commercially reasonable efforts to take action to assist in the mitigation of any damages for which indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred is provided by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationIndemnifying Party.

Limitations. The indemnification provided for in Sections 17.1 and 17.2 shall be subject to the following limitations: 17.3.1 The Seller Entities shall not be obligated to pay any indemnification amounts for Losses pursuant to Section 17.1 (aother than clause (b) or (c)) until the aggregate amount of all Losses pursuant thereto exceeds an amount equal to *** (the “Basket”), whereupon the Purchaser Parties shall be entitled to indemnification thereunder for all such Losses (back to the first dollar of the Basket). Notwithstanding anything to the contrary in this Article VIIcontained herein, in no event shall the liability of Seller Entities be obligated to pay any indemnification amounts for Damages, whether pursuant to indemnification of the Purchaser Indemnities Losses pursuant to Section 7.2 hereof or otherwise17.1 (other than clauses (b) and (c)) that exceed, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedaggregate, ***. 17.3.2 Neither the Purchaser Indemnities nor the Parent shall not be obligated to pay any indemnification amounts for Losses pursuant to Section 17.2 (other than clause (b) or (c) or with respect to monetary obligations under Section 3) until the aggregate amount of all Losses pursuant thereto exceeds an amount equal to *** (the “Basket”), whereupon the Seller Parties shall be entitled to make a claim indemnification thereunder for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars all such Losses ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for back to the first Five Hundred Thousand Dollars ($500,000) dollar of Damages for which the Purchaser Indemnities are entitled to indemnificationBasket). However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VIIcontained herein, in no event shall the liability of Purchaser or Parent be obligated to pay any indemnification amounts for Damages, whether pursuant to indemnification of the Seller Indemnities Losses pursuant to Section 7.3 hereof 17.2 (other than clauses (b) and (c) or otherwisewith respect to monetary obligations under Section 3)that exceed, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedaggregate, ***. 17.3.3 The Purchaser Parties may seek recovery against the Seller Indemnities shall not be entitled to make a claim Entities for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages any Loss for which the Seller Indemnities Entities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationjointly and severally liable hereunder.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Seller the Stockholders for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Damages under Section 7.2 hereof or otherwise, 7.1(a) shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase PricePrice (“Cap”); provided, (ii) the Purchaser Indemnities Stockholders shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 7.1(a) unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not for which they would otherwise be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, thereunder exceed in the aggregate more than fifteen one percent (151%) of the Purchase PricePrice (at which point the Stockholders shall become liable for the aggregate Damages under Section 7.1(a) in excess of 1% of the Purchase Price (“Floor”); provided, that the Seller Indemnities limitations set forth in this sentence shall not apply to (A) claims based on fraud and claims for equitable relief or (B) a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 3.1, 3.2, 3.3, 3.9, 3.16 or 3.21. For purposes solely of this Article VII, all representations and warranties of the Stockholders and Rotmans in Article II and Article III (other than Sections 3.7, 3.15(a)(x) and 3.31) shall be construed as if the term “material” and any reference to “Rotmans Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. Subject to the Cap and Floor provisions above, the aggregate liability of the Stockholders for Damages hereunder cannot exceed the Purchase Price (b) For purposes solely of this Article VII, all representations and warranties of Buyer in Article IV shall be construed as if the term “material” were omitted from such representations and warranties. (c) Buyer shall have a right to set off any Damages against any outstanding promissory note held by either Stockholder (“Set-Off”). The Set-Off is intended to secure the indemnification obligations of the Stockholders under this Agreement. However, the rights of Buyer under this Article VII shall not be entitled limited to make a claim the Set-Off nor shall the Set-Off be the exclusive means for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars Buyer to enforce such rights. ($500,000d) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Except with respect to claims based on fraud and claims for equitable relief, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article VII, Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) Neither Stockholder shall have any right of contribution against Rotmans with respect to any breach by Rotmans of any of its representations, warranties, covenants or agreements contained in this Agreement or any other agreement contemplated hereby.

Limitations. (a) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Indemnifying Stockholders for Damages under this Article VII, in no event VI shall not exceed the liability of Seller for Damages, whether pursuant to indemnification amount of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseEscrow Shares, exceed in and (ii) the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Buyer shall not be entitled to make a claim be indemnified for indemnification any Damages under Section 7.2 hereof this Article VI unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of all Damages for which the Purchaser Indemnities are Buyer would, but for this clause (ii), be entitled to indemnification. Howeverindemnification exceeds $250,000, at which point the Buyer shall be entitled to be indemnified for its aggregate Damages, and not just those in excess of $250,000, and (iii) each Indemnifying Stockholder shall only be liable for his, her or its pro rata share (determined in accordance with the Escrow Agreement) of the Damages for which the Indemnifying Stockholders are liable under this Section 7.6 will Article VI; provided that the limitations set forth in this sentence shall not apply to claims a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.2 or 2.3 and provided further that clause (ii) above shall not apply to a claim under Section 7.2(a6.1(c), (e) for breach or (f). For purposes solely of any obligation of Seller in Article V or this Article VI, or all representations and warranties of the Company in Article II (other than Section 2.7) shall be construed as if the term “material” and any reference to claims under Section 7.2(b“Company Material Adverse Effect” (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Buyer for Damages under this Article VIIVI shall not exceed $6,000,000, in no event shall and (ii) the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities Indemnifying Stockholders shall not be entitled to make a claim be indemnified for indemnification any Damages under Section 7.3 hereof this Article VI unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of all Damages for which the Seller Indemnities are Indemnifying Stockholders would, but for this clause (ii), be entitled to indemnification. Howeverindemnification exceeds $250,000, at which point the Indemnifying Stockholders shall be entitled to be indemnified for their aggregate Damages, and not just those in excess of $250,000; provided that the limitation set forth in this Section 7.6(b) will sentence shall not apply to claims under a claim pursuant to Section 7.3(a6.2(a) for relating to a breach of any obligation the representations and warranties set forth in Sections 3.2 or 3.3. For purposes solely of Purchaser in Article V or this Article VI, or all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Sections 3.5 and 3.6) shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (c) The Escrow Agreement shall be the sole and exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI. (d) Except with respect to claims based on fraud or intentional misrepresentation, after the Closing, the rights of the Indemnified Parties under Section 7.3(c) this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or Section 7.3(g) relating to any misrepresentation, breach of warranty or failure to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) Any Damages relating to a claim pursuant to Section 6.1 shall be reduced by the amount of any insurance proceeds received by the Buyer or Surviving Corporation under a policy or policies maintained by the Company prior to the Closing with respect to such claim. Buyer shall use commercially reasonable efforts to collect any such proceeds; provided, however, that it shall not be required to commence any legal proceedings in connection with such efforts.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIAgreement: (a) Subject to Section 9.4(f): (i) Seller, MMR and MOXY shall not have any obligation to make indemnification payments with respect to Indemnity Claims arising under Section 9.1(a)(i) (excluding claims for breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3 and the first two sentences of Section 4.4(b)) or under Section 10.11(d) with respect to the Acquired Assets until the aggregate of all claims against such party or parties hereunder exceeds FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) ("Seller's Indemnity Basket"), in no which event the Indemnified Person shall be entitled to recovery for all Losses including the liability of Seller amount less than FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00). Notwithstanding the foregoing, Seller, MMR and MOXY shall be obligated to make indemnification payments under Sections 10.11(a), (b) and (c) for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities any and all Losses and such Losses shall not be entitled included in Seller's Indemnity Basket. (ii) Buyer shall not have any obligation to make a claim for indemnification payments with respect to Indemnity Claims arising under Section 7.2 hereof unless and 9.1(b)(i) or under Section 10.11, until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars of all claims against such party hereunder exceeds FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000500,000.00) (it being understood and agreed that "Buyer's Indemnity Basket"), in which event the Five Hundred Thousand Dollars Indemnified Person shall be entitled to recovery for all Losses including the amount less than FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000500,000.00). Notwithstanding the foregoing, Buyer shall be obligated to make indemnification payments under Section 10.11(a) is intended as a deductible), for any and the Seller all Losses and such Losses shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller included in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationBuyer's Indemnity Basket. (b) Subject to Section 9.4(f), neither the Seller, MMR nor MOXY on the one hand, nor Buyer, on the other hand, shall have any liability with respect to Indemnity Claims arising under Sections 9.1(a)(i) or 9.1(b)(i) (excluding claims for the breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3 and the first two sentences of 4.4(b)) for an aggregate amount of all Indemnity Claims in excess of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00). (c) Neither the Seller, MMR, MOXY nor Buyer shall have liability under Sections 9.1(a)(i) or 9.1(b)(i) unless Notice of an Indemnity Claim, or Notice of facts as to which a Loss is expected to be incurred, shall have been given prior to the end of the applicable period specified in Section 9.3. Notwithstanding anything to the contrary herein, nothing in this Article VII, Section 9.4(c) shall modify the obligation of the Indemnified Persons to give the Notice specified in Section 9.2. (d) In no event shall any recovery under this Agreement include the liability loss of Purchaser for Damagesanticipated profits, whether pursuant to indemnification loss of managerial time, lost opportunity, or other consequential or incidental damages that do not constitute out of pocket expenses. (e) In the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) absence of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverfraud, this Section 7.6(bArticle IX shall serve as the sole and exclusive remedy of Buyer Indemnitees and the Seller's Indemnitees for Losses and for any other claims in any way relating to this Agreement to the exclusion of all other statutory or common law remedies. (f) will not apply to Except for claims under Section 7.3(a10.11(d), the limitations of Sections 9.4(a), (b) for breach of and (c) do not apply with respect to any obligation of Purchaser in Article V or Article VIclaim which arises under Sections 9.1(a)(ii), or to claims under Section 7.3(c(iii), (iv) or Section 7.3(g(v) or to matters arising in respect 9.1(b)(ii), (iii) or (iv), irrespective of Section 4.4 whether any such claim could also arise under Sections 9.1(a)(i) or 4.69.1(b)(i), or any intentional breach by Purchaser of any covenant or obligationrespectively.

Limitations. Notwithstanding anything in this Agreement to the contrary: (a) Seller and Parent shall not be required to indemnify any Acquiror Indemnified Party pursuant to, and shall not have any liability under Section 9.3(a) of this Agreement, until the aggregate amount of all Damages for which Seller and Parent would, but for this Section 9.4(a), be liable under this Agreement exceeds on a cumulative basis an amount equal to $500,000 (the “Deductible”); provided that, (i) if and to the extent such Damages exceed the Deductible, Seller and Parent shall become liable for only such Damages that exceed the Deductible, (ii) the Deductible shall not apply to actual fraud or any inaccuracy in or breach of any Fundamental Representation or any representation or warranty set forth in Sections 3.10(a) and 3.10(b), and (iii) the Deductible set forth in clause (b) below shall not apply to any inaccuracy in or breach of any representation or warranty set forth in Section 3.4 or Section 3.9 to the extent such breach results in Inventory that was classified and paid for as Contract Inventory pursuant to the Agreed Principles no longer meeting the criteria to qualify as Contract Inventory pursuant to the Agreed Principles. (b) The maximum aggregate amount of Damages that may be recovered from Seller and Parent on an aggregate basis by the Acquiror Indemnified Parties pursuant to Section 9.3(a) of this Agreement shall be equal to fifteen million dollars ($15,000,000) (the “General Cap”); provided, however, that (i) the General Cap shall not apply to any Damages that result from any inaccuracy in or breach of any Fundamental Representation, which shall not be subject to any cap and (ii) upon the nine (9) month anniversary of the Closing Date, the General Cap shall be reduced to the amount of the Premium Amount plus the amount of any pending claims for indemnification asserted prior to such anniversary (the “Step-Down Pending Claims Amount”). The Step-Down Pending Claims Amount shall initially be equal to the full face amount of such pending claims, but shall be reduced from time to time, as such pending claims are resolved in accordance with the procedures in this Agreement, in an amount equal to the excess of the full face amount of any pending claim over the amount of the claim after such resolution; provided, that, the Step-Down Pending Claims Amount shall be no less than zero. Subject to the terms of Section 9.4(b), the maximum aggregate amount of Damages that may be recovered from Seller and Parent on an aggregate basis by the Acquiror Indemnified Parties pursuant to this Agreement (including Damages resulting from the breach of any of the Fundamental Representations, but excluding any Damages relating to or arising from Indemnified Taxes) shall be an amount equal to the Final Consideration. (c) Notwithstanding anything to the contrary set forth in this Article VIIIX, in no event nothing herein shall limit the liability of Seller or Parent (i) for Damagesactual fraud on the part of Seller or Parent or their respective Affiliates and (ii) with respect to Excluded Liabilities. For avoidance of doubt, whether any (i) limitations of liability applicable to breaches of representations and warranties expressly set forth in this Article IX shall in no way limit Parent and Seller’s liability or indemnification obligations with respect to Excluded Liabilities and (ii) disclosure of any information pursuant to indemnification the Schedules or Acquiror’s or its Affiliates’ knowledge of any information prior to the Purchaser Indemnities pursuant to Section 7.2 date hereof or otherwise, exceed at Closing shall in no way limit Parent and Seller’s liability or indemnification obligations with respect to Excluded Liabilities under this Agreement or the aggregate more than fifteen percent Contribution Agreement. (15%d) of the Purchase Price; provided, the Purchaser Indemnities No Acquiror Indemnified Party shall not be entitled to make a claim for indemnification recover any amount relating to any matter arising under Section 7.2 hereof unless and until one provision of this Agreement to the aggregate Damages suffered extent such Acquiror Indemnified Party (or incurred by other Acquiror Indemnified Parties) has already recovered such amount with respect to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed same matter pursuant to that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) or other provisions of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (be) Notwithstanding anything to Solely for purposes of determining the contrary amount of Damages resulting from a breach or inaccuracy of a representation or warranty contained in this Article VIIAgreement (but not whether there has been a breach or inaccuracy of a representation or warranty contained in this Agreement) all qualifications as to “materiality”, in no event and “Material Adverse Effect” or words of similar import shall the liability of Purchaser for Damagesbe disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (f) Parent and Seller acknowledge and agree that, whether pursuant to indemnification (i) none of the Seller Indemnities pursuant to Section 7.3 hereof or otherwiseCarlyle Parties shall have any liability under this Agreement and the Transaction Documents, exceed in the aggregate more than fifteen percent and (15%ii) of the Purchase Price; provided, the Seller Indemnities they shall not be entitled to make a claim for indemnification file any Actions against the Carlyle Parties under Section 7.3 hereof unless and until any circumstances under this Agreement or the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationTransaction Documents.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedherein, the Purchaser Indemnities Buyer shall not be entitled to make a claim for indemnification recover any portion of the Escrow Fund under Section 7.2 hereof this Article VI unless and until the aggregate Damages suffered or incurred by are in excess of $250,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (Buyer shall be entitled to recover from the Escrow Fund the aggregate Damages in excess of $500,000) (it being understood 100,000, and agreed not just amounts in excess of $250,000); provided that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller limitation set forth above shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under a claim against the Escrow Fund pursuant to (x) Section 7.2(a1.8, (y) for Section 6.1(a) relating to a breach of any obligation the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 (or the portions of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cthe Company Certificate relating thereto), or to matters arising in respect of Sections 3.5(z) Section 6.1(b), 3.6,. 3.7(c), (d), (e), (f) or 3.15, or any intentional breach by Seller of any covenant or obligation(g). (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedherein, the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof this Article VI unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable exceed $250,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Buyer shall not be become liable for the first Five Hundred Thousand Dollars aggregate Damages in excess of $100,000, and not just amounts in excess of $250,000); provided that the limitation set forth above shall not apply to a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2 or 3.5 ($500,000or the portions of the Buyer Certificate relating thereto). (c) Except in the case of Fraud (with respect to the Escrow Fund only), the Escrow Agreement and the Special Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which the Seller Indemnities are it is entitled to indemnificationindemnification under this Article VI in accordance with the respective provisions hereof and thereof. HoweverExcept in the case of Fraud or intentional misrepresentation, this Section 7.6(bthe Buyer's liability for all Damages shall not exceed $20,000,000. (d) will not apply No Company Shareholder shall have any right of contribution against the Company or the Surviving Corporation with respect to claims under Section 7.3(a) for any breach by the Company of any obligation of Purchaser in Article V its representations, warranties, covenants or Article VI, or to claims under Section 7.3(cagreements. (e) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser The amount of any covenant or obligationand all Damages for which indemnification is provided pursuant to this Article VI shall be net of any amounts actually received by the Indemnified Party under insurance policies with respect to such Damages.

Limitations. (a) Notwithstanding anything to the contrary herein (other than as specifically provided in this Article VIIthe following sentence), in no event shall the aggregate liability of Seller for Damagesthe Sellers under this Agreement, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof a claim is made in tort, contract or otherwise, shall not exceed the Base Purchase Price set forth in Section 1.3(a). The cap in the aggregate more previous sentence shall not apply to the extent the following two conditions are met: (i) the Inventory is damaged; and (ii) the damage was caused by Sellers rather than fifteen percent the supplier (15%) e.g., Sellers is not warranting the Inventory, but only its storing and handling of the Purchase Price; providedInventory) (b) To the extent a party recovers for any claim under any Ancillary Agreement, such party shall be prohibited from recovering for the Purchaser Indemnities same or similar claims under this Agreement. (c) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Sellers for Damages under Section 7.1(a) shall not exceed US$500,000, and (ii) the Sellers shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 7.1(a) unless and until the aggregate Damages suffered or incurred by for which they would otherwise be liable under Section 7.1(a) exceed US $50,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Sellers shall not be become liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which under Section 7.1(a), in excess of US $50,000); provided that the Purchaser Indemnities are entitled to indemnification. However, limitations set forth in this Section 7.6 will sentence shall not apply to claims under a claim pursuant to Section 7.2(a7.1(a) for relating to a breach of any obligation of Seller the representations and warranties set forth in Article V Sections 2.1 or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation2.3. (bd) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Purchaser the Buyer for DamagesDamages under Section 7.2(a) shall not exceed US$ 500,000, whether pursuant to indemnification of and (ii) the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under this Section 7.3 hereof 7.2(a) unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under Section 7.2(a) exceed US$ 50,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Buyer shall not be become liable for the first Five Hundred Thousand Dollars ($500,000aggregate Damages under Section 7.2(a) in excess of Damages for which US$ 50,000); provided that the Seller Indemnities are entitled to indemnification. However, limitation set forth in this Section 7.6(b) will sentence shall not apply to claims under a claim pursuant to Section 7.3(a7.2(a) for relating to a breach of any obligation the representations and warranties set forth in Sections 3.1 or 3.2. (e) Notwithstanding anything to the contrary herein, Seller’s liability for a breach of Purchaser the representation made in Article V or Article VI, or Section 2.9(a) shall be limited to the fair market value of the particular Acquired Asset from which the breach results. (f) Except with respect to claims under Section 7.3(c) or Section 7.3(g) or to matters arising based on fraud, after the Closing Date, the remedies provided in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser this ARTICLE VII shall be the sole and exclusive remedies of any covenant Party with respect to claims arising out of or obligationrelating to this Agreement.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Seller Thomson Learning for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Damages under Section 7.2 hereof or otherwise, 7.1(a) shall not exceed in the aggregate more than fifteen percent $57,000,000; (15%ii) of the Purchase Price; provided, the Purchaser Indemnities Thomson Learning shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 7.1(a) unless and until the aggregate Damages suffered or incurred by for which they would otherwise be liable under Section 7.1(a) exceed $3,000,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Sellers shall not be become liable for the first Five Hundred Thousand Dollars aggregate Damages under Section 7.1(a) in excess of $3,000,000); and (iii) no Damages may be claimed under Section 7.1(a) by the Buyers or shall be included in calculating the aggregate Damages set forth in clause (ii) above other than Damages in excess of $500,000) 75,000 resulting from any single claim or aggregated claims arising out of Damages for which the Purchaser Indemnities are entitled to indemnification. Howeversame or substantially similar facts, events or circumstances; provided that the limitations set forth in this Section 7.6 will sentence shall not apply to claims under a claim pursuant to Section 7.2(a7.1(a) for relating to a breach of any the representations and warranties set forth in Section 2.1, 2.2 or 2.3 with respect to which Thomson Learning's cumulative obligation shall in no event exceed the Purchase Price. For purposes solely of Seller this Article VII, all representations and warranties of the Sellers in Article V or Article VI, or II (other than Sections 2.6(a) and 2.7(a)) shall be construed as if the term "material" and any reference to claims under Section 7.2(b"Business Material Adverse Effect" (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of SkillSoft PLC for Damages under Section 7.2(a) shall not exceed $57,000,000; (ii) SkillSoft PLC shall not be liable under Section 7.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 7.2(a) exceed $3,000,000 (at which point SkillSoft PLC shall become liable for the aggregate Damages under Section 7.2(a) in excess of $3,000,000); and (iii) no Damages may be claimed under Section 7.1(a) by the Sellers or shall be included in calculating the aggregate Damages set forth in clause (ii) above other than Damages in excess of $75,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; provided that the limitations set forth in this Article VII, in no event sentence shall the liability of Purchaser for Damages, whether pursuant not apply to indemnification of the Seller Indemnities a claim pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%7.2(a) relating to a breach of the Purchase Price; providedrepresentations and warranties set forth in Section 3.1, 3.2, 3.6 or 3.8. (c) Except with respect to claims based on fraud, after the Closing, the Seller Indemnities rights of the Indemnified Parties under this Article VII shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (d) The amount of any Damages payable under this Article VII by the Indemnifying Party shall be net of amounts actually recovered by the Indemnified Party under applicable insurance policies. If an Indemnified Party receives any amounts under applicable insurance policies for any Damages subsequent to an indemnification payment by any Indemnifying Party, and provided that the Indemnified Party has collected all sums due from the Indemnifying Party, then the amount of Damages to be recovered by the Indemnified Party shall be recalculated, taking into account the limitations of this Section 7.5, as if such insurance proceeds had been made prior to collection of any Damages under this Agreement and any excess Damages previously collected after such recalculation shall be repaid to the Indemnifying Party. Each Indemnified Party shall use its commercially reasonable efforts to pursue claims for Damages under its then existing insurance policies. (e) The Buyers shall not be entitled to make a any claim for indemnification under Section 7.3 hereof unless and until with respect to any matter to the aggregate Damages suffered extent such matter has been taken into consideration in determining any Purchase Price adjustment or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) whether any Purchase Price adjustment is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationmade.

Limitations. (a) Notwithstanding anything to the contrary in any other provision of this Article VII10, in no event shall after the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent Closing, (15%i) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Shareholder shall not be liable for indemnification under Section 10.02 until the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages otherwise due to Buyer exceeds on a cumulative basis $100,000 (the “Threshold”); provided however, that once the Damages due from Shareholder to Buyer exceeds the Threshold, Shareholder shall be liable for which all Damages, exceeding such Threshold; and provided further, that the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will Threshold shall not apply to claims Damages arising by reason of or resulting from (A) Tax Claims, and (B) Claims made pursuant to Sections 10.02(a)(ii), (a)(v), (a)(vii) or (a)(viii). (ii) Neither Shareholder nor Buyer shall be liable to the other under Section 7.2(a10.02 for aggregate Damages which are in excess of $2,500,000 (the “General Cap”); provided, however, that the General Cap shall not apply to Damages arising by reason of or resulting from (A) Tax Claims, (B) Claims made pursuant to Section 10.02(a)(i) for breach any misrepresentation or inaccuracy of any obligation of Seller representation or warranty made by Shareholder in Article V or Article VISection 3.20 (Environmental Matters), or to claims under Section 7.2(b) or Section 7.2(c3.03 (Capitalization), or Section 3.04(c) (Subsidiaries), (C) Claims made pursuant to matters arising in respect of Sections 3.5Section 10.02(a)(ii), 3.6,. 3.7Section 10.02(a)(viii), Section 10.02(b)(ii), or 3.15, or any intentional breach by Seller of any covenant or obligation(D) fraud. (biii) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Shareholder shall not be liable to Buyer for the first Five Hundred Thousand Dollars aggregate Damages which are in excess of $3,000,000 for ($500,000A) of Damages for which the Seller Indemnities are entitled Claims made pursuant to indemnification. HoweverSection 10.02(a)(vi), this or (B) Claims made pursuant to Section 7.6(b) will not apply to claims under Section 7.3(a10.02(a)(i) for breach Damages arising by reason of or resulting from any misrepresentation or inaccuracy of any obligation of Purchaser representation or warranty made by Shareholder in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation3.20 (Environmental Matters).

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of the Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Damages under Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%8.1(a) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars $8,500,000, ($500,000ii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for indemnification with respect to any individual Damage under Section 8.1(a) (excluding for all purposes of this subpart (ii) any claims relating to a breach of the first Five Hundred Thousand Dollars (Asset Sufficiency Rep with respect to the sufficiency of Acquired Assets that are tangible assets), unless such Damage is greater than $500,00025,000 and unless such Damage, together with all other Damages under Section 8.1(a) of Damages for that are greater than $25,000, exceeds $200,000, in which case the Purchaser Indemnities are Buyer shall be entitled to indemnification. Howeverindemnification only for Damages in the amount of such excess of $200,000 and (iii) the Seller shall not be liable for indemnification with respect to any individual Damage under Section 8.1(a) relating to a breach of the Asset Sufficiency Rep with respect to the sufficiency of Acquired Assets that are tangible assets, unless such Damage is greater than $25,000 and unless such Damage, together with all other Damages under Section 8.1(a) that are greater than $25,000 relating to a breach of the Asset Sufficiency Rep with respect to the sufficiency of Acquired Assets that are tangible assets, exceeds $400,000; provided that the limitations set forth in this Section 7.6 will sentence shall not apply to claims under a claim pursuant to Section 7.2(a8.1(a) for relating to a breach of any obligation the representations and warranties set forth in Sections 2.1, 2.2 and 2.7; and provided further that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 8.1(d) relating to pre-Closing Date Taxes or to a breach of the Tax covenants in Article VI. For purposes solely of this Article VIII, all representations and warranties of the Seller in Article V or Article VIII (other than Sections 2.5 and 2.25) shall be construed as if the term “material” and any reference to “Business Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. In addition to the foregoing limitations, in no event shall the Seller be liable for indemnification with respect to any individual Damage under Section 8.1(a) relating to a breach of the Asset Sufficiency Rep or to claims under a breach of a representation in Section 7.2(b) or Section 7.2(c2.11(c), in each case with respect to any of the assets (whether tangible or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationotherwise) listed on Schedule 8.5(a). (b) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Purchaser the Buyer for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Damages under Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%8.2(a) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless exceed $8,500,000 and until (ii) the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Buyer shall not be liable for indemnification with respect to any individual Damage under Section 8.1(a), unless such Damage is greater than $25,000 and unless such Damage, together with all other Damages under Section 8.1(a) that are greater than $25,000, exceeds $200,000 in which case the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are Buyer shall be entitled to indemnification. However, indemnification only for Damages in the amount of such excess of $200,000; provided that the limitation set forth in this Section 7.6(b) will sentence shall not apply to claims under a claim pursuant to Section 7.3(a8.2(a) for relating to a breach of any obligation the representations and warranties set forth in Sections 3.1 or 3.2. For purposes solely of Purchaser this Article VIII, all representations and warranties of the Buyer in Article V or Article VI, or III shall be construed as if the term “material” and any reference to “Material Adverse Effect” were omitted from such representations and warranties. (c) Except with respect to claims based on fraud and except for the remedy of specific performance, after the Closing, the rights of the Indemnified Parties under this Article VIII and Section 7.3(c) 11.12 shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or Section 7.3(g) relating to any misrepresentation, breach of warranty or failure to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (d) The amount of any Damages subject to indemnification hereunder or of any claim therefor shall be calculated net of (i) any Tax benefit actually received and used by the Buyer or any of its Affiliates on account of such Damages and (ii) insurance proceeds (net of direct collection expenses) received or receivable by the Indemnified Party on account of such Damages.

Limitations. (a) Subject to the other limitations set forth in this Section 7.3, the maximum aggregate amount that an Indemnified Party may recover from an Indemnifying Party pursuant to claims for indemnification pursuant to Section 7.2(a)(i), Section 7.2(a)(iii) (but solely to the extent such breaches were not willful breaches), Section 7.2(a)(vii) and Section 7.2(a)(xi) shall be limited to such Indemnifying Party’s Pro Rata Portion of the Escrow Fund. (b) Subject to the other limitations set forth in this Section 7.3, the maximum aggregate amount that an Indemnified Party may recover from an Indemnifying Party pursuant to claims for indemnification pursuant to Section 7.2(a)(ii), Section 7.2(a)(iii) (but solely to the extent such breaches were willful breaches), Section 7.2(a)(v), Section 7.2(a)(vi), Section 7.2(viii), Section 7.2(a)(ix) or Section 7.2(a)(x) shall be limited to such Indemnifying Party’s Pro Rata Portion of 73% of the Purchase Price (less all amounts that have, as of such time, already been paid by such Indemnifying Party to Indemnified Parties). (c) Nothing in this Agreement shall limit the Liability of any Indemnifying Party for any claims or causes of action under applicable law arising out of fraud or willful misrepresentation in connection with this Agreement, any Related Agreement or any certificate or other instrument delivered pursuant to this Agreement; provided, however, notwithstanding the foregoing, the maximum liability of any Indemnifying Party pursuant to Section 7.2(a)(iv) who does not have knowledge of the fraud or willful misrepresentation that has resulted in a Loss hereunder shall be limited to such Indemnifying Party’s Pro Rata Portion of the Purchase Price (less all amounts that have, as of such time, already been paid by such Indemnifying Party to Indemnified Parties) applied on a several basis; provided, further, however, for the avoidance of doubt, claims based on fraud or willful misrepresentation shall be subject to the limitation imposed by the applicable statute of limitations for such claims. (d) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnified Party shall have any right to seek or obtain indemnification under this Agreement for any Losses to the extent the liability for such Losses has been taken into account in determining any adjustments pursuant to Section 1.8(c). (e) Notwithstanding anything to the contrary set forth in this Agreement, nothing shall prohibit Parent from seeking and obtaining recourse against the Indemnifying Parties, or any of them, in the event that Parent issues more than the aggregate Consideration Per Share to which the Indemnifying Parties, or any of them, are entitled pursuant to this Agreement. (f) Notwithstanding any provision of this Agreement to the contrary, except as set forth in this Section 7.3(f), an Indemnified Party may not recover any Losses under Section 7.2(a)(i) or (ii) unless and until such Losses exceed $175,000 in the aggregate (the “Threshold Amount”), in which case Parent shall be entitled to recover the aggregate amount of all Losses, including the Threshold Amount. The Threshold Amount shall not apply as a threshold to any claims or payments made with respect to any right to recover Losses (A) pursuant to fraud or willful misrepresentation by the Company in connection with this Agreement, any Related Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement or (B) pursuant to Sections 7.2(a)(iii) through 7.2(a)(xi), inclusive. (g) Except to the extent that the Losses (i) are in connection with any fraud or willful misrepresentation in this Agreement, any Related Agreement or any certificate or other instrument delivered pursuant to this Agreement, (ii) relate to any Fundamental Representations, (iii) or otherwise as set forth in Section 7.3(b), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely from the Escrow Fund. Other than with respect to Losses in connection with any fraud or willful misrepresentation in this Agreement, any Related Agreement or any certificate or other instrument delivered pursuant to this Agreement, the Indemnified Party shall first seek recovery for Losses pursuant to this Agreement from the Escrow Fund prior to seeking recovery from any Indemnifying Party directly. (h) Notwithstanding anything to the contrary in this Article VIIAgreement, for any claim relating to any breach by the Company of its representations and warranties set forth in no event shall Section 2.15, the liability maximum aggregate Losses recoverable by the Indemnified Party for such breach will be limited to the product of Seller for Damages, whether pursuant to indemnification (x) the maximum aggregate amount of Losses an Indemnified Party could recover from the Purchaser Indemnities Indemnifying Parties collectively pursuant to Section 7.2 hereof or otherwise, exceed in 7.3(b) and (y) the aggregate more than fifteen percent (15%) fraction which represents the proportionate value of the Purchase Price; providedIntellectual Property Rights that were the subject of such breach, relative to the Purchaser Indemnities value of the Company as a whole, in each case, as of the Closing Date. (i) The amount of any Losses recoverable by an Indemnified Party hereunder with respect to any breach or nonperformance of any representation, warranty, covenant or agreement of the Company in this Agreement shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred net of any insurance proceeds received by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach net of any costs of collection, deductible, retroactive premium adjustment, reimbursement obligation of Seller in Article V or Article VI, or other cost directly related to claims under Section 7.2(b) or Section 7.2(c), or to matters arising the insurance claim in respect of Sections 3.5Losses and subject to rights of subrogation as applicable). The Indemnified Parties shall use commercially reasonable efforts to seek recovery under the applicable insurance policies covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance recovery is made by the Indemnified Parties with respect to any Loss for which any such Person has been indemnified hereunder, 3.6,. 3.7, or 3.15, or any intentional breach by Seller then a refund equal to the aggregate amount of any covenant or obligationthe recovery (net of all direct collection expenses) shall be made promptly to the Shareholder Representative for payment to each Company Shareholder and holder of Company Options (in accordance with their respective Pro Rata Portions). (bj) Notwithstanding anything Any payments to an Indemnified Party pursuant to this Article VII or pursuant to the contrary Escrow Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, to the extent permitted by applicable law. (k) Subject to the other limitations set forth in this Article VIISection 7.3, in no event shall the liability of Purchaser for Damages, whether maximum aggregate amount that an Indemnified Party may recover from an Indemnifying Party pursuant to claims for indemnification pursuant to a breach of the Seller Indemnities pursuant covenant contained in Section 5.10(c) shall be limited to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 50% of such Indemnifying Party’s Pro Rata Portion of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationEscrow Fund.

Limitations. (a) Notwithstanding anything Except with respect to any breaches of Section 3.11 hereof, Section 4.05 hereof, Sections 3.04(iv), (vi) and (vii) hereof, the first, second and fourth sentences of Section 3.05(a) hereof, the first sentence of Section 3.06(b) hereof, the first sentence of 3.17(a) hereof and Section 3.19 hereof (collectively, the "Excepted Breaches"), (x) neither Buyer Group nor Seller Group may recover Damages in respect of any Buyer Claims or Seller Claims with respect to Damages under Section 6.02(a)(i) hereof or Section 6.02(b)(i) hereof, as the case may be, until the aggregate amount of such Buyer Claims or Seller Claims, as the case may be, for which the Seller Parties or Buyer, respectively, are required hereunder to indemnify exceeds $640,000 (the "Threshold Amount"), and (y) once the aggregate amount of Buyer Claims under Section 6.02(a)(i) hereof or Seller Claims under Section 6.02(b)(i) hereof, as the case may be, for which a party is required to indemnify hereunder, exceeds the Threshold Amount, then the indemnified party shall, subject to the contrary following provisos, be entitled to recover from the indemnifying parties the entire amount of such Buyer Claims or Seller Claims, as the case may be, including the Threshold Amount (PROVIDED, that with respect to any Excepted Breaches, all Damages, irrespective of the Threshold Amount, shall be recoverable subject to the following provisos); PROVIDED, HOWEVER, that (i) the aggregate liability of Buyer with respect to Damages under Section 6.02(b)(i) hereof in respect of the breach(es) of any representations or warranties contained in this Article VIIAgreement or in any Other Agreement shall not exceed $8,000,000, in no event shall (ii) the aggregate liability of the Seller for Damages, whether pursuant Parties with respect to indemnification Damages under Section 6.02(a)(i) hereof in respect of the Purchaser Indemnities pursuant to breach(es) of any representations or warranties contained in this Agreement (other than in respect of breach(es) of any representations and warranties provided in Section 7.2 hereof 3.12 hereof) or otherwise, in any Other Agreement shall not exceed in $8,000,000 and (iii) the aggregate more than fifteen percent (15%liability of the Seller Parties with respect to Damages under Section 6.02(a)(i) in respect of the breach(es) of any representations or warranties contained in this Agreement, including breach(es) of the Purchase Price; providedrepresentations and warranties provided in Section 3.12 hereof, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation9,600,000. (b) Notwithstanding anything Except (x) for the right to seek to specifically enforce the covenants under this Agreement and the Other Agreements, (y) as specifically provided in this Agreement or the Other Agreements and (z) for remedies that cannot be waived as a matter of law, the sole and exclusive remedy of each of the Buyer Group and the Seller Group for breaches of the representations, warranties, covenants and agreements contained in this Agreement and the Other Agreements shall be limited to the contrary indemnification rights set forth in this Article VIIVI. (c) The amount of any Damages sustained by an indemnified party shall be reduced by (i) any amount actually received by such party with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor and (ii) the amount of any other monetary benefit realized by an indemnified party directly relating thereto. Any indemnified party under this Agreement shall use reasonable best efforts to collect any amounts available under such insurance coverage and from such other allegedly responsible parties (including, in no event shall the liability of Purchaser for Damageswithout limitation, whether pursuant to the Indemnification Agreement). If an indemnified party realizes or receives an amount under insurance coverage or from such other party with respect to Damages sustained at any time subsequent to any indemnification of the Seller Indemnities provided pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, 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 claims under Section 7.3(csuch amount realized or received by the indemnified party. (d) or Section 7.3(g) or Each indemnified party shall take reasonable steps to matters arising in respect of Section 4.4 or 4.6, or mitigate any intentional breach by Purchaser Damages upon becoming aware of any covenant event, circumstance or obligationcondition that would reasonably be expected to give rise to Damages indemnifiable hereunder.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, the Sellers shall be obligated to indemnify Purchaser and its Affiliates pursuant to: (i) Section 10.2(a)(i) with respect to any breach of, or inaccuracy in, any or all of the representations or warranties which are the subject of such section, and the Purchaser shall be entitled to the payment of the amount of Losses incurred by the Purchaser Affected Parties in connection with the breach of, or inaccuracy in, such representations or warranties to the extent that the aggregate amount of all of their liability under such indemnity obligations pursuant to Section 10.2(a)(i) with respect to all such claims thereunder exceeds $2,000,000 (the “Basket Threshold”), and in such event, the Purchaser Affected Parties shall seek recovery from the Sellers for an amount equal to the amount of such Losses above $1,000,000 and such Losses shall be recoverable (A) first, from the General Escrow Account until the earlier of (1) full release in accordance with the terms of the Escrow Agreement and (2) its complete depletion (which shall be deemed to have occurred when the General Escrow Account is then subject to unresolved claims in excess of its then-current amount); then (B) second, by exercising the Purchaser’s right of set off, in accordance with Section 10.6, then (C) third, and solely to the extent that, at the point of such determination, all amounts that have been earned and are payable, but have not yet been paid, to the Sellers by the Purchaser following the Closing pursuant to this Agreement have been fully set off against and reduced to zero, to the extent this Agreement provides for such set-off, pursuant to Section 10.6, directly from the Sellers, on a several and not joint basis; provided, that in no event shall the liability any Seller be obligated to pay in excess of Seller for Damages, whether pursuant to indemnification such Seller’s Percentage of the Purchaser Indemnities pursuant General Representation Indemnity Cap with respect to such claims; provided further, that, for the avoidance of doubt, this Section 7.2 hereof or otherwise10.3(a)(i) shall not apply in any respect to the repayment obligations of the Sellers with respect to the Fundamental Representations, exceed which are discussed in Section 10.3(a)(ii) below, and the limitations set forth herein shall not apply with respect to Fraud with respect to any such representations and warranties; (ii) Sections 10.2(a)(ii) through (ix) with respect to the matters addressed in the aggregate more than fifteen percent (15%) applicable section, and the Purchaser shall be entitled to the payment of an amount equal to the amount of Losses incurred by the Purchaser Affected Parties in connection with any of the claims under any of such sections; provided, that in no event shall any Seller be obligated to pay in excess of the Purchase PricePrice received by such Seller (each Seller’s “Fundamental Indemnity Cap”) with respect to such claims; provided further, that, with respect to this Section 10.3(a)(ii), the Purchaser Affected Parties shall seek recovery for repayment (A) first, from the General Escrow Account and/or, at the option of the Purchaser, from the Special Escrow Account) until the earlier of (1) the full release of the General Escrow Account in accordance with the terms of the Escrow Agreement, and (2) the complete depletion of the General Escrow Account (which shall be deemed to have occurred when the General Escrow Account is then subject to unresolved claims in excess of its then-current amount), then, (B) second, by exercising the Purchaser’s right of set off in accordance with Section 10.6, then, (C) third, directly from the Sellers, on a several and not joint basis and/or, at the option of the Purchaser, from the Special Escrow Account), but in each case subject to each Seller’s Fundamental Indemnity Cap; and (iii) Section 10.2(a)(x) with respect to claims made pursuant to such section; provided, that the Purchaser Indemnities Affected Parties’ sole source of recovery with respect to such claims shall be the Special Escrow Account. For the avoidance of doubt, the Purchaser Affected Parties shall not be entitled to make a claim indemnification for indemnification under Section 7.2 hereof unless and until any amount in excess of the aggregate Damages suffered Special Escrow Amount with respect to any Losses resulting or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to arising from claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether made pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricesuch section; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.and

Limitations. (a) Notwithstanding anything Neither party shall be required to indemnify the contrary other party under Sections 12.3(a) and 12.4(a) until the indemnifiable damages, individually or in this Article VIIthe aggregate, in no event exceed $200,000 (the “Hurdle Rate”), at which point such indemnifying party shall the liability of Seller be responsible for Damagesall indemnifiable damages that may arise, whether pursuant to indemnification irrespective of the Purchaser Indemnities pursuant Hurdle Rate; and provided that indemnifiable damages shall accumulate until such time as they exceed the Hurdle Rate, whereupon the party to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities be indemnified shall not be entitled to make a claim seek indemnification for indemnification under Section 7.2 hereof unless the full amount of such damages; and until provided further that any materiality, Material Adverse Effect, Knowledge of the aggregate Damages suffered Corporation or incurred by any similar qualification in the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood representations and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), warranties shall be disregarded for purposes of calculating damages and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationHurdle Rate. (b) Notwithstanding anything Absent fraud, after the Closing, the aggregate amount of indemnifiable damages for which either the Seller or Xx. Xxxxx shall be liable with respect to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification breaches of the Seller Indemnities pursuant to Section 7.3 hereof representations and warranties made by in Article II (other than Sections 2.2, 2.3, 2.5, 2.6, 2.12, 2.14, and 2.25, or otherwise, for knowing or intentional misrepresentations or breaches of covenants and agreements) shall not exceed in the aggregate more than fifteen $11 million plus twenty percent (1520%) of the Purchase Priceaggregate amount of the Earn-Outs paid to the Seller pursuant to Section 1.4 hereof. (c) Indemnification Claims shall be reduced, by and to the extent, that an indemnitee shall actually receive proceeds under insurance policies, risk sharing pools, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnification Claim by such indemnitee; provided, that such proceeds shall be disregarded for purposes of calculating the Seller Indemnities Hurdle Rate; and provided further that the availability of such proceeds for any indemnification Claim shall not be entitled a defense to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered such Claim or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended be utilized as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) means of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationdelaying indemnification payments hereunder.

Limitations. (ai) Notwithstanding anything any other provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant (A) except with respect to indemnification a breach of the Purchaser Indemnities pursuant to representations and warranties contained in Section 7.2 hereof or otherwise2.1 (authorization), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,0002.4(a) (it being understood and agreed that the Five Hundred Thousand Dollars title) Section 2.5 ($500,000) is intended as a deductiblelabor; employee benefits), Section 2.6 (brokerage), and Section 2.10 (taxes), as to which no limitations shall apply, and with respect to a breach of the representations and warranties contained in Section 2.7 (environmental matters), as to which the limitations set forth in Section 6.2(c)(i)(B) shall apply, (1) Seller shall not be liable for required, pursuant to Section 6.2(a)(i), to indemnify and hold harmless Purchaser until the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims its Losses under Section 7.2(a6.2(a)(i) exceed $50,000, after which Seller shall be obligated for all Losses in excess of $50,000 and (2) the cumulative aggregate indemnity obligations of Seller under Section 6.2(a)(i) shall in no event exceed $1,200,000 in the aggregate; and (B) with respect to any breaches of the representations and warranties contained in Section 2.7 (environmental matters) the indemnity obligations of Seller under Section 6.2(a)(i) for breach of any obligation of Seller all such breaches relating to the Acquired Assets shall in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationno event exceed $3,000,000. (bii) Notwithstanding anything any other provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Purchaser for Damages, whether pursuant except with respect to indemnification a breach of the Seller Indemnities pursuant representations and warranties contained in Section 3.1, as to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent which no limitations shall apply (15%A) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable required, pursuant to Section 6.2(b)(i), to indemnify and hold harmless Seller until the aggregate amount of Seller’s Losses under Section 6.2(b)(i) exceeds $50,000, after which Purchaser shall be obligated for all Losses in excess of $50,000 and (B) the first Five Hundred Thousand Dollars cumulative aggregate indemnity obligations of Purchaser under Section 6.2(b)(i) shall in no event exceed $1,200,000 in the aggregate. ($500,000iii) The amount of Damages any Losses for which indemnification is provided under this Article VI shall be net of (A) any amounts actually recovered by the Seller Indemnities are entitled indemnified party under insurance policies in effect and applicable to indemnificationsuch Losses; and (B) any amounts actually recovered by the indemnified party from any third party with respect to such Losses. (iv) EXCEPT TO THE EXTENT PROVIDED IN THE LAST SENTENCE OF THIS SECTION 6.2(c)(iv), IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY OTHER PARTY OR ITS AFFILIATES, WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE, AND ALL SUCH INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVED, RELEASED AND DISCHARGED. HoweverNOTWITHSTANDING THE FOREGOING, this Section 7.6(bLOSSES THAT ARE SUFFERED BY AN INDEMNIFIED PARTY AS A RESULT OF (A) will not apply to claims under Section 7.3(aANY THIRD PARTY INDEMNIFICATION CLAIM, OR (B) for breach of any obligation of Purchaser in Article V or Article VILOST PROFITS DIRECTLY ATTRIBUTABLE TO THE LOSS OF A CONTRACT (AS DEFINED IN EXHIBIT A ATTACHED HERETO) IN EFFECT AS OF THE DATE OF THE APPLICABLE CLOSING (BUT NOT TO ANY EXTENSIONS OR MODIFICATIONS THEREOF) THAT IS TERMINATED BY A TRANSIT AUTHORITY DUE TO CIRCUMSTANCES THAT CONSTITUTE A BREACH OF A REPRESENTATION OR WARRANTY MADE BY SELLER HEREUNDER, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationSHALL NOT BE SUBJECT TO THE LIMITATIONS HEREOF AND SHALL BE RECOVERABLE HEREUNDER PROVIDED THAT THE AGGREGATE LOST PROFITS DAMAGES THAT MAY BE RECOVERED BY PURCHASER HEREUNDER WITH RESPECT TO THE LOSS OF A CONTRACT SHALL BE CAPPED AT THE AMOUNT OF THE PURCHASE PRICE ALLOCATED TO SUCH CONTRACT.

Limitations. (a) Notwithstanding anything With respect to any claim for indemnification by a Buyer Indemnitee, each Seller shall be severally liable only for the portion of such claim equal to the contrary in this Article VIItotal amount of such claim multiplied by a fraction, in no event the numerator of which shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) be that portion of the Purchase Price paid to such Seller in accordance with Section 2.4 and the denominator of which shall be the Purchase Price; provided; (b) Except with respect to Indemnifiable Losses resulting from or arising out of breaches of representations or warranties for Sections 3.2, 3.3(a)(i), 3.4, 3.5, 3.6, 3.7, 4.2, 4.3(a)(i), 4.4 and 4.8, the Purchaser Indemnities indemnification obligations of Buyer or Sellers in Section 7.2(a) or Section 7.2(b), respectively, shall not be entitled subject to make a claim the following limitations: (i) No indemnification for indemnification under Section 7.2 hereof any Indemnifiable Losses asserted against Sellers shall be required unless and until the cumulative aggregate Damages suffered or incurred by amount of such Indemnifiable Losses exceeds $[***] (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for at which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification point each of the Seller Indemnities pursuant Sellers shall be obligated to indemnify the Buyer Indemnitees such Seller’s pro rata portion (calculated in accordance with Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%7.3(a)) of the Purchase Price; providedamount of such Indemnifiable Losses in excess of the Deductible, provided however, that (A) the Seller Indemnities recovery by all Buyer Indemnitees, in aggregate, under this Article VII shall be limited to an aggregate amount equal to $[***] (the “Cap Amount”) and (B) each Seller’s aggregate liability to all Buyer Indemnitees, in aggregate, shall not exceed such Seller’s pro rata portion (based upon the relative number of units set forth opposite the name of each Seller under the column “Total Units” on Schedule I) of the Cap Amount; and (ii) no indemnification for any Indemnifiable Losses asserted against Buyer shall be entitled to make a claim for indemnification under Section 7.3 hereof required unless and until the cumulative aggregate Damages suffered or incurred by amount of such Indemnifiable Losses exceeds the Deductible, at which point Buyer shall be obligated to indemnify the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed the amount of such Indemnifiable Losses in excess of the Deductible, provided however, that the Five Hundred Thousand Dollars Seller Indemnitees’ recovery under this Article VII shall be limited to an aggregate amount equal to the Cap Amount; and ($500,000c) For purposes of clarity, Indemnifiable Losses shall be limited solely to the extent that the party seeking indemnification is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationactually damaged thereby.

Limitations. (a) Notwithstanding anything any other provision of this Agreement, except as provided in paragraph (d) below, no Person shall be entitled to receive any indemnification hereunder with respect to Claims for indemnification made under Section 12.2 or 12.3, as the case may be, unless and until the aggregate amount of Losses in respect of Claims for which such Person and its Affiliates would otherwise be entitled to receive indemnification exceeds one hundred thousand dollars ($100,000) (the "Claims Threshold"); provided, however, that once such aggregate Losses exceed the Claims Threshold, such Person and its Affiliates shall be entitled to receive indemnification for the aggregate amount of all such Losses, less Fifty Thousand Dollars ($50,000), without regard to the contrary Claims Threshold. (b) Notwithstanding any other provision of this Agreement, in no event will Seller and the Shareholder, on the one hand, or Buyer and ImageX, on the other hand, be required to make indemnification payments in respect of Claims under Section 12.2 or 12.3 above in excess of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). (c) None of the parties or their Affiliates shall be entitled to assert any right of indemnification with respect to any Claim of which such party or its Affiliates shall not have given written notice to the other parties on or prior to the end of the applicable survival period (if any) set forth in Section 12.1 above, except that if such party or its Affiliates shall have given written notice of any Claim to the other parties on or prior to the end of such survival period, then they shall continue to have the right to be indemnified with respect to such pending Claim, notwithstanding the expiration of such survival period. (d) Notwithstanding any other provision of this Article VIIAgreement, in no event shall the liability Claims Threshold apply to any Claim based on a violation of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof 5.15 (Accounts and Other Receivables) or otherwise, exceed in the aggregate more than fifteen percent 5.16 (15%Inventory) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (be) Notwithstanding anything The parties agree that, for purposes of defining the respective parties' rights to indemnification under Sections 12.2(e) and 12.3(e) above with respect to Hazardous Materials that have been released by a Person (other than Seller, the Shareholder, any Third Person, Buyer or ImageX) at a site other than the Assets, Facilities or Leased Real Property and that migrate or have migrated on, to or under the Assets, Facilities or Leased Real Property from such other location, Section 12.2(e) shall cover any such contamination to the contrary in this Article VIIextent that any amount of such released Hazardous Materials from the same event of contamination shall have arrived on, in no event shall at or under the liability of Purchaser for DamagesAssets, whether pursuant Facilities or Leased Real Property on or prior to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Closing Date, and Purchaser Section 12.3(e) shall not be liable for cover any such contamination to the first Five Hundred Thousand Dollars extent that all of such released Hazardous Materials from such event of contamination arrive on, at or under the Assets, Facilities or Leased Real Property after the Closing Date ($500,000) meaning no such released Hazardous Materials from such event of Damages for which contamination arrived on, at or under the Seller Indemnities are entitled Assets, Facilities or Leased Real Property on or prior to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthe Closing Date).

Limitations. (a) 9.1 Notwithstanding anything any other provisions in this Agreement or any other Transaction Documents to the contrary contrary, any claims by the Purchaser against the Vendor and/or the Guarantor under this Agreement (including in respect of the Warranties) or any other Transaction Documents (the “Claim(s)”) shall be subject to the limitations referred to in Clause 9. 9.2 In respect of any Claim in relation to any breach of the Other Warranties, the aggregate amount that would be recoverable from the Vendor and/or the Guarantor shall be up to 30% of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser and the Group as a result of such breach of the Other Warranties (solely for the purpose of calculation of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser as referred to in this Article VIIClause 9.2, in no event it shall the liability of Seller for Damages, whether pursuant to indemnification of be presumed that the Purchaser Indemnities pursuant to Section 7.2 hereof did not own any direct or otherwise, exceed indirect equity interest in the aggregate more Group immediately prior to the date hereof and that the Purchaser would acquire 100% direct or indirect equity interest in the Group from the Vendor at Completion). 9.3 In respect of any Claim (other than fifteen percent (15%) a claim under the Deed of the Purchase Price; providedTax Indemnity), the Vendor and/or the Guarantor will only be liable if the aggregate amount (excluding interest and costs) that would be recoverable from the Vendor and/or the Guarantor in respect of such Claim or Claims exceeds HK$1,000,000 (or its equivalent). 9.4 The Purchaser Indemnities shall not be entitled to make a Claim (other than a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by Deed of Tax Indemnity) against the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Vendor and/or the Guarantor: ($500,000a) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, any matter or 3.15, thing after the date of this Agreement done or any intentional breach by Seller omitted to be done at the written request of any covenant or obligation.with the written consent of the Purchaser; (b) Notwithstanding anything in connection with the New Finance Documents and the transactions contemplated thereunder; or (c) if and to the contrary extent that: (i) the Claim would not have arisen but for any act, omission, transaction or arrangement (or any combination of any of the same) voluntarily effected after Completion by the Purchaser other than pursuant to a legally binding obligation created before Completion by the Vendor, the Company or the Subsidiary without the prior written consent of the Purchaser; (ii) the Claim would not have arisen but for any change in this Article VIIthe accounting policy or practice of the Company or the Subsidiary having effect after Completion except where such change was necessary in order to comply with any mandatory legal, regulatory or financial reporting requirement; (iii) the Claim arises or is increased as a result of the passing of, or any change in no event shall or any change in the interpretation of, any law, rule, regulation or administrative practice of any government authority after Completion; (iv) the subject matter of the Claim, including any cost or expense incurred by the Purchaser, has been wholly made good or has otherwise been fully compensated for without cost or expense to the Purchaser or the Company; (v) provision is made for such Claim in the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vi) the subject matter of the Claim is taken into account in computing and reducing the Net Asset Value based on the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vii) recovery in respect of the liability of Purchaser for Damages, whether pursuant to indemnification has been made under any of the Seller Indemnities pursuant other Transaction Documents; (viii) it arises or is increased as a result of the disposal or sale or transfer or other dealing of (i) the whole or part of the Property by the Subsidiary after Completion or (ii) the whole or part of the equity interest in the Company or the Subsidiary after Completion, or any appreciation in the value of the Property; or (ix) to Section 7.3 hereof the extent of any loss of profit, business, goodwill, reputation or any consequential, special or indirect loss after Completion; or (x) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable. 9.5 If any of the Vendor and/or the Guarantor pays an amount in discharge of any Claim, and the Purchaser and/or the Company and/or the Subsidiary subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party, exceed in and is entitled to retain, a sum which is referable to the aggregate more than fifteen percent (15%) subject matter of the Purchase Price; providedClaim and which would not otherwise have been received by the Purchaser and/or the Company and/or the Subsidiary, the Seller Indemnities Purchaser shall pay, or shall procure that the Company and/or the Subsidiary pays, to the Vendor and/or the Guarantor an amount equal to the lesser of (a) the sum recovered from the third party (less any costs incurred in such recovery) and (b) the amount previously paid by the Vendor and/or the Guarantor to the Purchaser. 9.6 For avoidance of doubt, the Purchaser shall not be entitled to make a claim for indemnification recover from the Vendor and/or the Guarantor more than once under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars this Agreement ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) including for breach of the Warranties), the Deed of Tax Indemnity or any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising other Transaction Documents in respect of Section 4.4 the same losses suffered whether by the Purchaser and/or the Company and/or the Subsidiary. 9.7 No Claim shall be brought by the Purchaser unless the Purchaser shall have a written notice given to the Vendor specifying in reasonable detail and to the extent possible the event or 4.6default to which the Claim relates (to the extent known or should, after making reasonable enquiries, have been known to the Purchaser and/or the Company and/or the Subsidiary) and the nature of the breach (if applicable) and amount claimed no later than: (a) in the case of a claim relating to Tax, the expiry of a period of seven (7) years commencing on the Completion Date; and (b) in any other case, the expiry of a period of five (5) years commencing on the Completion Date. 9.8 Any Claim in respect of which written notice has been given in accordance with Clause 9.7 will be deemed to have been irrevocably withdrawn and lapsed and the liability of the Vendor and/or the Vendor’s Guarantor shall terminate, if (not having been previously satisfied, settled or withdrawn) mediation, arbitration or other legal proceedings in respect of such Claim have not been commenced against the Vendor or the Vendor’s Guarantor on or before the expiry of the period of six (6) calendar months after the date of such written notice. 9.9 The aggregate liability of the Vendor and the Guarantor under this Agreement (including the Warranties), the Deed of Tax Indemnity and the other Transaction Documents shall not exceed the amount equivalent to the Consideration actually received by the Vendor. 9.10 The Purchaser shall, and shall procure that the Company and/or the Subsidiary shall, in relation to any intentional breach by Purchaser of any covenant loss or obligationliability which might give rise to a Claim against the Vendor and/or the Guarantor take reasonable steps to avoid or mitigate that loss or liability.

Limitations. (a) Notwithstanding anything to the contrary in foregoing, liability under this Article VII, in X shall be limited by the following: 10.4.1 Seller shall have no event shall the liability of Seller for Damages, whether obligation with respect to Purchaser's losses pursuant to indemnification 10.1 unless and until such losses are in excess of the an aggregate of $250,000, and Purchaser Indemnities shall have no obligation with respect to Seller's losses pursuant to Section 7.2 hereof or otherwise, exceed 10.2 unless and until such losses are in the excess of an aggregate more than fifteen percent (15%) of the Purchase Price$250,000; provided, however, that in any event, an indemnifying party shall be liable only for claims hereunder to the Purchaser Indemnities extent such claims exceed $250,000; and provided, further, however, that no party shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless for individual claims that are less than $100,000 and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed provided, further, however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller no party hereto shall not be liable for claims hereunder or under any other document or instrument contemplated hereby for any aggregate amount Asset Purchase Agreement Page 12 VeriBest/Mentor exceeding $14,950,000, and no party shall be liable for indirect, incidental, consequential, punitive or exemplary damages. 10.4.2 Notwithstanding anything herein to the first Five Hundred Thousand Dollars ($500,000) of Damages for which contrary, the Purchaser Indemnities are entitled limitations set forth in Section 10.4.1 with respect to indemnification. However, this Section 7.6 will Purchaser's indemnification obligations shall not apply to any claims for indemnification by Seller relating to, arising out of or in connection with (i) Purchaser's obligation to assume and pay the Assumed Liabilities as recorded on Seller's October 31, 1999 balance sheet or any other liabilities disclosed herein or in the Schedules hereto, or (ii) Purchaser's obligations set forth in Section 5.2, Section 5.3 and Section 5.4 . 10.4.3 Seller shall have no liability under Section 7.2(a10.1.1 (i) for breach if a court of competent jurisdiction determines the product or software at issue to be noninfringing; 10.4.4 Nothing in this Agreement shall be construed as limiting in any obligation of way the remedies that may be available to Purchaser or Seller in Article V or Article VIthe event of willful, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything common law fraud relating to the contrary in this Article VIIrepresentations, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof warranties or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred covenants made by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationeither party.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIprovisions of Section 8.1(b) above, in there shall be no event shall the liability right of Seller for Damageswithholding or offset, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall and Dr. Xxxxx xxxll not be entitled required to make a claim for any indemnification payments under Section 7.2 hereof unless and 8.1(b) until the aggregate Damages amount of losses suffered or incurred by the Purchaser Indemnitees Medirisk and Merger Sub that are subject to indemnification under such Section exceed Five Hundred Fifty Thousand and No/100 ($50,000.00.00) Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Minimum Indemnity Amount"), at which time claims may be asserted for all amounts up to and in excess of the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationMinimum Indemnity Amount. (b) Notwithstanding anything the provisions of Section 8.1(b) or 8.1(c) above, the maximum liability of Dr. Xxxxx xxx indemnification under this Agreement shall be equal to the contrary Merger Consideration. (c) Notwithstanding the provisions of Section 8.1(d) above, and except for any Shareholder Indemnified Loss resulting from a breach of the covenants, representations and warranties set forth in this Article VIISCHEDULE 1.5(B)(II), in no event shall the maximum aggregate liability of Purchaser Medirisk and Merger Sub for Damagesindemnification under this Agreement shall be equal to the Merger Consideration. (d) Notwithstanding the provisions of Section 8.1 above, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a no claim for indemnification under Section 7.3 hereof this Agreement may be made after 31 August 1999, unless notice of such claim or the facts underlying it is given to the indemnifying party prior to 31 August 1999; provided, however, that the foregoing restriction shall not apply with respect to (i) any Medirisk Indemnified Loss resulting from a breach of the covenants, representations and until the aggregate Damages suffered warranties set forth in Sections 2.1, 2.2, 2.3, 2.9, 2.12, 2.13, 2.1A or incurred 2.2A; and (ii) any liability, loss, damage, injury or claim by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as Shareholders resulting from a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of the covenants, representations and warranties set forth in Schedule 1.5(b)(ii) and Sections 3.1 and 3.2; provided further that any obligation claim based upon any of Purchaser the matters described in Article V or Article VI, or to claims under Section 7.3(csubsection (i) or Section 7.3(g(ii) or may be brought at any time, subject to matters arising in respect any applicable statutes of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationlimitation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in but subject to the second sentence of Section 9.01, (i) no event Participating Securityholder shall the liability of Seller be liable for Damages, whether pursuant to indemnification of the Purchaser Indemnities any Loss pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof 9.02 unless and until the aggregate Damages suffered or amount of such Losses (excluding any individual Loss that is subject to and less than the Per Claim Threshold) incurred by the Purchaser Parent Indemnitees exceed Five Hundred Thousand Dollars exceeds $7,500,000.00 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and then only to the Seller extent of the amount of such Losses that exceed the Deductible, and (ii) no Participating Securityholder shall not be liable for any individual Loss pursuant to Section 9.02 unless and until the first Five Hundred Thousand Dollars aggregate amount of such Loss exceeds $50,000 ($500,000the “Per Claim Threshold”), in each case of clauses (i) of Damages for which the Purchaser Indemnities are entitled and (ii), other than with respect to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a(x) for an Actual Fraud or (y) any breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationCompany Fundamental Representation. (b) Notwithstanding anything to the contrary in herein, but subject to the second sentence of Section 9.01, the maximum cumulative obligation of the Participating Securityholders under this Article VIIIX (other than with respect to any breach of any Company Fundamental Representation) shall in no event exceed $7,500,000.00 (the “Cap”) and without limiting any of the foregoing, in no event shall the liability aggregate amount of Purchaser Losses for Damageswhich a Participating Securityholder is obligated to indemnify the Parent Indemnitees under this Article IX exceed the aggregate Merger Consideration actually received by such Participating Securityholder, whether pursuant in each case, other than with respect to indemnification an Actual Fraud. (c) Notwithstanding anything to the contrary herein, but subject to the second sentence of Section 9.01, (i) the Seller Indemnities Parent shall not be liable for any Loss pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.03(a) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or amount of such Losses (excluding any individual Loss that is subject to and less than the Per Claim Threshold) incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that exceeds the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Deductible, and Purchaser then only to the extent of the amount of such Losses that exceed the Deductible, and (ii) the Parent shall not be liable for any individual Loss pursuant to Section 9.03(a) unless and until the first Five Hundred Thousand Dollars aggregate amount of such Loss exceeds the Per Claim Threshold, in each case of clauses ($500,000i) and (ii), other than with respect to (x) an Actual Fraud or (y) any breach of Damages any Parent Fundamental Representation. (d) Notwithstanding anything to the contrary herein, but subject to the second sentence of Section 9.01, the maximum cumulative obligation of the Parent under Section 9.03(a) (other than with respect to any breach of any Parent Fundamental Representation) shall in no event exceed the Cap, and without limiting any of the foregoing, in no event shall the aggregate amount of Losses for which the Parent is obligated to indemnify the Seller Indemnities Indemnitees under this Article IX exceed the Base Consideration, in each case, other than with respect to an Actual Fraud. (e) For purposes of calculating the amount of any Losses that are entitled to indemnification. However, this Section 7.6(b) will the subject matter of a claim for indemnification hereunder and for purposes of determining whether or not apply to claims under Section 7.3(a) for a breach of any representation or warranty has occurred, each representation and warranty contained in this Agreement or certificate delivered pursuant to this Agreement shall be read without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” “Parent Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than with respect to Section 4.07(b), the term “Company Material Contract” or the term “Material Government Contract”. (f) Parent will cause the Group Companies to use their respective commercially reasonable efforts (which shall not include any obligation to litigate or participate in any arbitration or similar proceedings) to obtain reimbursement for Losses for which any Parent Indemnitee is seeking indemnification hereunder under (i) each available insurance policy of Purchaser the Group Companies (other than the R&W Insurance Policy) under which coverage may reasonably be obtained and (ii) the agreements listed in Schedule E to the extent that, at the time that the Parent Indemnitee is seeking reimbursement, the applicable agreement provides ongoing and valid recourse against the applicable sellers which are Persons with credit-worthiness sufficient to indemnify the applicable Losses; provided that, for clause (i), the applicable Common Stockholders or their respective Affiliates shall provide reasonable assistance to the extent required to enforce such insurance policies (it being agreed that such assistance shall be limited to responding to requests regarding knowledge such Common Stockholders or Affiliates may have had that would impact Parent’s ability to recovery under such insurance policies); and provided, further, that obtaining such reimbursement shall not be a condition to the Indemnitee receiving indemnification pursuant to this Article V or IX. The amount of Losses payable under this Article VI, or to claims IX by the Indemnitor shall be reduced by any and all amounts actually recovered by the Indemnitee under Section 7.3(capplicable insurance policies (other than the R&W Insurance Policy) or from any other Person responsible therefor, net of any costs, expenses or premiums (including increases in premiums) 57 incurred by Parent or any Group Company pursuant to the first sentence of this Section 7.3(g9.04(f). The Parent agrees that the R&W Insurance Policy will expressly exclude any right of subrogation against the Securityholders and their Affiliates under this Agreement, except in the case of Actual Fraud. If the Indemnitee receives any amounts under applicable insurance policies (other than the R&W Insurance Policy) or from any other Person responsible for any Losses, subsequent to matters arising an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made by such Indemnitor in respect of Section 4.4 or 4.6connection with providing such indemnification up to the amount actually received by the Indemnitee, or any intentional breach by Purchaser net of any covenant costs, expenses or obligationpremiums (including increases in premiums) incurred by such Indemnitee in collecting such amount. For purposes of avoiding double recovery, no Indemnitee will be entitled to indemnification pursuant to this Article VIII with respect to any Loss or alleged Loss to the extent such Loss or alleged Loss was included in the calculation of Cash, Indebtedness, Net Working Capital or Transaction Expenses in calculating the Final Merger Consideration in accordance with Section 1.10, Section 1.11 or Section 1.12.

Limitations. (a) Notwithstanding anything to the contrary The following provisions shall apply notwithstanding any other provision contained in this Article VIIIX or in Article VII hereof: (i) Except in respect of any Loss in connection with claims arising from fraud or willful misconduct on the part of the Buyer, the Principal Stockholders or the Company in connection with the Transaction or a breach of a Designated Representation, the aggregate liability for indemnification pursuant to Section 7.9(b), Sections 9.2(a)(i)(A), 9.2(a)(ii) (as it relates to Losses payable pursuant to Section 9.2(a)(i)(A)), Section 9.2(a)(i)(G), and 9.2(a)(iii) shall not exceed the Cap Amount. (ii) In no event shall the aggregate of all Losses under this Agreement, including under Article IX or Article VII for which the Holders or the Principal Stockholders may be liable exceed the Merger Consideration, and (y) in no event shall any particular Holder or Principal Stockholder’s liability for Losses under this Article IX or under Article VII exceed such Person’s Pro Rata Percentage of the Merger Consideration. (iii) Except in respect of any Loss in connection with claims arising from fraud or willful misconduct on the part of the Buyer, the Principal Stockholders or the Company in connection with the Transaction or a breach of a Designated Representation, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities any Party be liable pursuant to Section 7.2 hereof 9.2(a)(i)(A), 9.2(a)(iii)(A) or otherwise, exceed in the aggregate more than fifteen percent (15%9.2(b) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by amount of all such Losses exceeds $50,000 (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Basket”), and after which point the Seller Holders, the Principal Stockholders or the Buyer, as applicable, shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationall such Losses. (biv) Notwithstanding anything Losses shall not include any punitive damages, consequential damages, damages for lost profits or damages for diminution in value other than with respect to (A) fraud and willful misconduct, or (B) any such damages awarded to a Third Party in connection with a Third Party Proceeding. (v) Losses attributable to Section 9.2(a)(i)(G) shall be calculated solely in accordance with the contrary Customer Loss Liquidated Damages definition. (vi) Losses attributable to Taxes shall be solely resolved in this accordance with Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything any other provision of this Agreement, the AHI Seller and the Principals shall not have any obligation to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the indemnify any Purchaser Indemnities Indemnified Party pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent 9.2(a) and Section 9.3(a) (15%taken together) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered amount of all Losses incurred or incurred sustained by all Purchaser Indemnified Parties with respect to which the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) and Section 9.3(a) (taken together) exceeds five hundred thousand dollars ($500,000) (it being understood the “Threshold Amount”), whereupon the AHI Seller and agreed that the Five Hundred Thousand Dollars Principals, as applicable, shall be liable for all such Losses, including those incurred in reaching the Threshold Amount; provided, however, that, except in the case of fraud, the aggregate liability of the AHI Seller and the Principals to indemnify the Purchaser Indemnified Parties for Losses under Section 9.2(a) or Section 9.3(a) shall in no event exceed nine million dollars ($500,0009,000,000) is intended as a deductible(the “Cap”). Any and all obligations of the AHI Seller to indemnify the Purchaser Indemnified Parties pursuant to Sections 9.2(b), 9.2(c), 9.2(d) and 9.2(e), or of the Seller Principals to indemnify the Purchaser Indemnified Parties pursuant to Sections 9.3(b) and 9.3(c) shall not be liable for subject to the first Five Hundred Thousand Dollars ($500,000) Threshold Amount or Cap, but instead shall be recoverable from “dollar one”; provided, however, that except in the case of Damages for which fraud, the Purchaser Indemnities are entitled maximum amount of all Losses that may be recovered from the AHI Seller and the Principals in the aggregate arising out of or resulting from the causes set forth in Section 9.2 and Section 9.3 shall be an amount not to indemnification. Howeverexceed the Cash Consideration; provided, this further, however, that except in the case of fraud, the maximum amount of all Losses that may be recovered directly from any Principal arising out of or resulting from the causes set forth in Section 7.6 will 9.3 or as a result of the enforcement of the Principal Guaranty shall not apply to claims under Section 7.2(a) for breach exceed such Principal’s Pro Rata Percentage of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthe Cash Consideration. (b) Notwithstanding anything any other provision of this Agreement, the Purchaser shall not have any obligation to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the indemnify any Seller Indemnities Indemnified Party pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.4(a) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered amount of all Losses incurred or incurred sustained by all Seller Indemnified Parties with respect to which the Seller Indemnitees Indemnified Parties would otherwise be entitled to indemnification under Section 9.4(a) exceeds the Threshold Amount, whereupon the Purchaser shall be liable for all such Losses, including those incurred in reaching the Threshold Amount; provided, however, that except in the case of fraud, the aggregate liability of the Purchaser to indemnify the Seller Indemnified Parties for Losses under Section 9.4(a) shall in no event exceed Five Hundred Thousand Dollars an amount equal to the Cap. Any and all obligations of the Purchaser to indemnify the Seller Indemnified Parties pursuant to Sections 9.4(b) or ($500,000c) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for subject to the first Five Hundred Thousand Dollars Threshold Amount or Cap, but instead shall be recoverable from “dollar one”; provided, however, that except in the case of fraud, any failure by Purchaser to pay the Purchaser Price ($500,000including any failure to issue any shares of NSAM Common Stock when required to do so pursuant to this Agreement or the Vesting and No-Sale Agreement), or the failure to comply with the covenants set forth in Section 6.11, the maximum amount of all Losses that may be recovered from Purchaser arising out of or resulting from the causes set forth in Section 9.4 shall be an amount not to exceed the Cash Consideration. (c) Any and all obligations of Damages for which the Company to indemnify the Seller Indemnities are entitled Indemnified Parties pursuant to indemnification. HoweverSection 9.5 shall not be subject to the Threshold Amount or Cap, this but instead shall be recoverable from “dollar one”; provided, however, that except in the case of fraud, the maximum amount of all Losses that may be recovered from the Company arising out of or resulting from the causes set forth in Section 7.6(b) will 9.5 shall be an amount not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationexceed the Cash Consideration.

Limitations. (a) Notwithstanding anything 13.3.1 No Claim for indemnification may be made by the Purchaser under this Article 13, and no payment in respect of any such Claim shall be due by the Sellers, unless and only to the contrary extent that after application of the limitations set forth in this Article VII, in no event shall 13.3.1 below: (i) the liability amount of Seller for Damages, whether pursuant Loss to indemnification of which the Purchaser Indemnities pursuant is entitled to Section 7.2 hereof or otherwisereceive indemnification in respect of any single Claim exceeds EUR 5,000 (five thousand euros), exceed it being understood that once this amount has been reached, the Sellers' obligation to pay indemnification shall cover the total amount of Loss subject to paragraph (ii) below; and (ii) the cumulative aggregate amount of all Losses in respect of which the Sellers are obligated to pay indemnification exceeds the sum of EUR 500,000 (five hundred thousand euros) in the aggregate more than fifteen percent (15%) of the Purchase Price; providedTHRESHOLD AMOUNT), it being understood that once the Threshold Amount has been reached, the Purchaser Indemnities Sellers' obligation to pay indemnification shall cover the difference between (i) the total amount of Losses and (ii) EUR 250,000 (two hundred and fifty thousand euros). 13.3.2 Except as set forth in Article 13.3.3 of this Agreement and notwithstanding any other provisions of this Agreement, the maximum amount of indemnification to be paid by the Sellers to the Indemnified Parties (excluding amount owed on Article 12.5.2 of this Agreement) shall not, in any case exceed, in the aggregate, USD 14.150.000). 13.3.3 Articles 13.3.1 and 13.3.2 of this Agreement shall not be entitled apply to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred payments in respect of Claims made by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood under this Article 13, with respect to the Representations and agreed that Warranties granted by the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller Sellers in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.12.5.2

Limitations. (a) The indemnification and reimbursement obligations hereunder shall expire on the second anniversary of the Closing Date (the "Expiration Date"), except (i) as to any claims for, or any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, lien, tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the Indemnifying Party has received written notice from the Indemnified Party on or before the Expiration Date or (ii) as to any representations, warranty or agreement expressly surviving such two year period as set forth in Section 6.6. On or promptly after the fifth anniversary of the Closing Date, the Purchaser shall execute and deliver to the Sellers' Representative an instrument releasing each Seller from any and all liability that such Seller may have to the Purchaser under this Agreement (other than with respect to claims surviving such five year period pursuant to the immediately preceding sentence or Section 6.6). The form of such instrument shall be reasonably acceptable to the Purchaser and the Sellers and shall be agreed upon prior to the Closing. (b) The total indemnification obligations of the Sellers (other than for claims relating to or arising out of any Company Income Tax (as defined below), Section 1.4, Section 2.1(b), Section 2.2 or Section 3.7(b) (collectively, the "Purchaser Excluded Claims")) to the Purchaser pursuant to this Article V shall not exceed (i) for all Sellers (other than Thomxx X. Xxxburg) in the aggregate $5,680,000 and (ii) for each Seller (other than Thomxx X. Xxxburg) an amount equal to the product of (x) $5,680,000 and (y) the quotient obtained by dividing (1) the number of Shares owned by such Seller as specified on Annex A (assuming that the Bonburg Transfer has occurred) by (2) 146,183.8. Notwithstanding anything to the contrary set forth in this Article VIIAgreement, Thomxx X. Xxxburg in his capacity as a Seller shall have no event shall indemnification obligations to the liability of Seller for Damages, whether Purchaser pursuant to indemnification this Article V (other than with respect to Purchaser Excluded Claims relating to or arising out of Section 2.2 or Section 3.7(b), which shall not count towards, or be subject to, the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed limitations set forth in the aggregate more than fifteen percent (15%) of immediately preceding sentence or the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under percentage limitations or $100,000 deductible set forth in Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible5.2(c), and the Seller there shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnificationno limitation on such indemnification obligations). However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary set forth in this Article VIIAgreement, the indemnification obligations of the Sellers (other than Thomxx X. Xxxburg) to the Purchaser with respect to Purchaser Excluded Claims shall not count towards, or be subject to, the limitations set forth in the first sentence of this paragraph (b) or the percentage limitations or $100,000 deductible set forth in Section 5.2(c), and there shall be no event shall limitation on such indemnification obligations. The total indemnification obligations of the liability Purchaser (other than for claims relating to or arising out of Purchaser for Damages, whether Section 2.3 or 3.10(g)) to the Sellers pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, this Article V shall not exceed in the aggregate more than fifteen percent (15%) $8,000,000. For purposes of calculating the total indemnification obligations of the Purchase Price; providedparties pursuant to this Article V, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless (i) legal fees and until the aggregate Damages suffered or expenses incurred by an Indemnifying Party in the Seller Indemnitees exceed Five Hundred Thousand Dollars defense of an Indemnified Party against a third party claim shall be included and ($500,000ii) (it being understood costs and agreed that expenses incurred or reimbursed by an Indemnifying Party in connection with the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) pursuit of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to insurance or third party indemnification or contribution claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.pursuant to

Limitations. tc "7.4 Limitations" \l 2 (a) Notwithstanding Subject to Sections 7.4(b) and 7.4(c), and notwithstanding anything to the contrary contained in this Agreement other than Sections 7.4(b) and 7.4(c), a party (for purposes of this Section 7.4, the Shareholders shall be deemed to be one and the same party) otherwise entitled to indemnification under this Article VIIVII is not entitled to indemnification until the aggregate indemnifiable Losses for which it is otherwise entitled to indemnification hereunder shall equal or exceed U.S. $100,000 (the "Threshold Amount"). If and when the sum of all indemnifiable Losses of a party hereunder equals or exceeds the Threshold Amount, then such party may request indemnification for all indemnifiable Losses in excess of the Threshold Amount. To the extent covered by insurance, any indemnifiable Loss will be deemed reduced by the amount of insurance proceeds actually received by the Indemnified Party and its Affiliates in respect of such Loss; provided, however, that in no event shall this sentence be deemed to require any Indemnified Party to maintain any level of insurance. Subject to Sections 7.4(b) and 7.4(c), in no event shall the liability of Seller for Damages, whether pursuant to indemnification of Shareholders' collective Liability under this Article VII exceed the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed Purchase Price in the aggregate more than fifteen percent (15%the "Maximum Liability"). Except as set forth in Sections 7.4(b) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible7.4(c), all rights and the Seller shall not be liable remedies under this Article VII for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled Indemnified Parties, including all rights to indemnification. However, and all Liabilities and obligations under this Section 7.6 will not apply to claims under Section 7.2(a) Article VII for breach of any obligation of Seller in Article V or Article VIIndemnifying Parties, or to claims under Section 7.2(b) or Section 7.2(cterminate on September 30, 2000 (the "Time Limit"), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything Exempt Claims (solely to the contrary extent of such claims) shall not be subject to the Threshold Amount or (with respect to claims against the Shareholders) the Maximum Liability limitations set forth in this Article VIISection 7.4(a) above. In addition, in no event Exempt Claim shall not be subject to the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase PriceTime Limit; provided, however, all rights and remedies under this Article VII for Indemnified Parties, including all rights to indemnification, and all Liabilities and obligations under this Article VII for Indemnifying Parties, for an Exempt Claim shall terminate as of the Seller Indemnities expiration of all applicable statute of limitations (including any extension or waiver with respect thereto) for the underlying Liability to which such Exempt Claim relates. (c) The term "Exempt Claims" shall not be entitled to make a claim mean (i) claims by the Purchaser or the Shareholders (as appropriate) under this Article VII for breaches, or failures of performance, of the terms of Article I, Section 2.1, Section 2.23, Section 3.3, Section 4.3, Section 4.5 and Section 4.6, and (ii) claims by the Purchaser for indemnification under Section 7.3 hereof unless and until this Article VII in connection with the aggregate Damages suffered Identified Litigation or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationImpact Option Liability.

Limitations. The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder: (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first Five Hundred Thousand Dollars anniversary of the Closing Date; provided, however, that written claims for indemnification ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(ai) for Indemnified Costs arising out of (x) a breach of any obligation of Seller representation or warranty contained in Article V or Article VISections 4.1, or to claims under Section 7.2(b4.2, 4.6, 4.7, 5.1, 5.2 and 5.5 (the “Fundamental Representations”) or Section 7.2(c), or to matters (y) an Excluded Liability may be made at any time and (ii) for Indemnified Costs arising in respect out of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional a breach by Seller of any covenant or obligationmay be made at any time prior to the expiration of such covenant according to its terms. (b) Notwithstanding anything An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, $500,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $17,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the contrary extent such costs arise out of (i) a breach of any Fundamental Representations or (ii) an Excluded Liability. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII, . The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in no event shall the liability of Purchaser for Damages, whether pursuant to Ancillary Documents. Any indemnification obligation of the Seller Indemnities to the Buyer Indemnified Parties on the one hand, or the Buyer to the Seller Indemnified Parties on the other hand, pursuant to Section 7.3 hereof or otherwise, exceed in this Article VII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the aggregate more than fifteen percent (15%) other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the Purchase Price; provided, same event or circumstance giving rise to the indemnification obligation of the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until or the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Buyer, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverrespectively, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationhereunder.

Limitations. (a) Notwithstanding anything Seller shall have no liability for Purchaser Losses arising under Section 6.1(a): (i) unless and until the aggregate amount of such Losses exceeds $90,000, and (ii) to the contrary in this Article VII, in no event shall extent that the liability of Seller for Damages, whether pursuant to indemnification aggregate amount of the Purchaser Indemnities pursuant such Losses exceeds an amount equal to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 40% of the Purchase Price; provided, the Purchaser Indemnities however, that such limitations shall not be entitled apply to make Purchaser Losses arising with respect to a breach of Seller’s representations and warranties under Sections 3.1 (organization), 3.2 (authorization), the first sentence of 3.6 (title), 3.8 (environmental), 3.15 (intellectual property), 3.16 (taxes) and 3.17 (brokers) and with respect to any claim of fraud or intentional or willful misconduct by any Seller Indemnified Party. (b) Purchaser shall have no liability for indemnification Seller Losses arising under Section 7.2 hereof 6.2(a): (i) unless and until the aggregate Damages suffered or incurred by amount of such Losses exceeds $90,000, and (ii) to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed extent that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages for which the Purchaser Indemnities are entitled such Losses exceeds an amount equal to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 40% of the Purchase Price; provided, the Seller Indemnities however, that such limitations shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for Seller Losses arising with respect to a breach of Purchaser’s representations and warranties under Sections 4.1 (organization), 4.2 (authorization) and 4.4 (brokers) and with respect to any obligation claim of fraud or intentional or willful misconduct by any Purchaser in Article V or Article VI, or to claims under Section 7.3(cIndemnified Party. (c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser The amount of any covenant Purchaser Losses or obligationSeller Losses recoverable hereunder shall be reduced by any tax savings actually realized by the Indemnified Party arising from the occurrence or payment of any such Purchaser Losses or Seller Losses in the taxable year in which such losses are incurred.

Limitations. Notwithstanding anything to the contrary herein: (a) No party shall seek or be entitled to any punitive damages, consequential damages or damages based on estimated profits, except to the extent that any such damages are the result of a Third Party Action in which such damages are awarded to the third party. (b) The aggregate liability of the Seller under Section 7.1(a) (other than all liability under Section 7.1(a) for claims based on a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.7, 3.8(a), 3.10, 3.16 or 3.19) shall not exceed the Escrow Amount. (c) Buyer agrees that any and all claims under this Article VII shall first be made against and satisfied out of the Escrow Amount and that Seller shall not be required to pay any Damages hereunder until the Buyer shall have fully exhausted the Escrow Amount in pursuit of any such claims. (d) The Seller shall have no liability hereunder in excess of the Purchase Price. (e) Notwithstanding the foregoing, the foregoing limitations shall not apply with respect to, and the Seller shall be liable for the full amount of, any Damages arising due to: (i) a material breach of any non-competition or non-solicitation covenant set forth in Section 6.7, provided Buyer shall provide Seller at least thirty (30) days’ notice and opportunity to cure such breach, and if such breach is timely cured, this Section 7.6(e) shall not be applicable, (ii) fraud, or (iii) the willful breach of any covenant of the Seller set forth in this Agreement or any Ancillary Agreement to which it is a party, provided Buyer shall provide Seller at least thirty (30) days’ notice and opportunity to cure such breach, and if such breach is timely cured, this Section 7.6(e) shall not be applicable. (f) Notwithstanding anything to the contrary set forth in this Article VIIAgreement, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable have no liability for any claims under Section 7.1(a) unless the first Five Hundred Thousand Dollars aggregate amount ($500,000without duplication) of Damages for all such claims exceeds $50,000 (the “Basket Amount”), in which case the Purchaser Indemnities are Indemnified Party shall be entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) be indemnified for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for all such Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, however, that the Seller Indemnities shall not be entitled liable without regard to make the Basket Amount for any and all Damages arising due to any breach of a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered representation or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblewarranty set forth in Sections 3.1, 3.2, 3.3, 3.7, 3.8(a), 3.16 and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation3.

Limitations. The indemnification provided for in Sections 6.2(a) and (ab) Notwithstanding anything shall be subject to the contrary following limitations: (i) Except in this Article VIIthe case of Fraud, no Buyer Indemnified Party will be entitled to any indemnification for a Loss hereunder if, with respect to any individual item of Loss, such item is less than $10,000 (“Minor Claim”); (ii) Except in the case of Fraud, no event amount shall be payable to the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities Buyer Indemnified Parties pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%6.2(a) and 6.2(b)(i) with respect to a breach of the Purchase Price; provided, the Purchaser Indemnities shall a representation that is not be entitled to make a claim for indemnification under Section 7.2 hereof Fundamental Representation unless and until the aggregate Damages suffered or amount of all Losses actually incurred by the Purchaser Indemnitees Buyer Indemnified Parties exceeds $200,000 (the “Deductible”) and then only to the extent such Losses exceed Five Hundred Thousand Dollars the Deductible; (iii) Except in the case of Fraud, the aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 6.2(a) and 6.2(b)(i) with respect to a breach of a representation that is not a Fundamental Representation or set forth in Schedule 6.2(c) of the Disclosure Letter shall not exceed, in the aggregate, $500,0004,000,000 (the “Cap”); (iv) (it being understood and agreed that Except in the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblecase of Fraud, the aggregate amount of all Losses for which the Sellers shall be liable pursuant to Sections 6.2(a), 6.2(b)(i) and (b)(iv), including with respect to a breach of a Fundamental Representation, shall not exceed, in the aggregate, the Aggregate Consideration actually paid to the Equityholders under this Agreement (the “Fundamental Representations Cap”); (v) Except in the case of Fraud, the aggregate amount of all Losses for which any individual Seller shall be liable pursuant to this Agreement shall not exceed the Aggregate Consideration actually paid to such Seller under this Agreement; and (vi) Except in the case of Fraud, no Seller shall be liable for any Loss to the first Five Hundred Thousand Dollars extent such Loss is taken into account in determining the Closing Payment ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of or any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(bcomponent thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed was otherwise included in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationPayment Spreadsheet.

Limitations. (ai) The Effective Time Holders will have no obligation to indemnify the Parent Indemnified Persons pursuant to Sections 9.01(a)(i) in respect of Losses arising from: (A) the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Parent Indemnified Persons for breaches or inaccuracies of representations and warranties pursuant to Sections 9.01(a)(i) exceed (i) $35,000 for any individual claims and (ii) $550,000 (at which point the Effective Time Holders will indemnify the Parent Indemnified Persons for all such Losses in excess of such amount, subject to the other limitations contained herein), and the Effective Time Holders’ aggregate Liability in respect of claims for indemnification pursuant to Sections 9.01(a)(i), other than for Company Fundamental Representations, will not exceed the Indemnity Escrow Amount; provided, that the foregoing limitations will not apply to claims based upon fraud; (B) the Effective Time Holders’ aggregate Liability in respect of claims pursuant to Sections 9.01(a)(i) shall not exceed the amount remaining in, and shall be recoverable only from, the Indemnity Escrow Fund; and (C) claims for indemnification pursuant to any other provision of Section 9.01(a) are not subject to the monetary limitations set forth in this Section 9.01(b)(i). (ii) Notwithstanding anything to the contrary in contained herein, other than with respect to claims based on the fraud committed by such Effective Time Holder, no Effective Time Holder shall be liable for Losses pursuant to this Article VIIIX and Section 10.01, in no event shall for more than the liability amount of Seller for Damagesconsideration (including Closing Cash Consideration and Stock Consideration) actually paid or payable to him, whether her or it pursuant to indemnification this Agreement. (iii) Notwithstanding any other provision of this Agreement, no Effective Time Holder shall be liable for Losses pursuant to this Article IX or Section 10.01 with respect to any Taxes resulting from or arising out of (i) any Tax election made after the Purchaser Indemnities Closing with retroactive effect to any Tax period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date (including, for the avoidance of doubt, any election pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 338 of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(bCode) or Section 7.2(c), or to matters arising in respect (ii) any actions taken on the Closing Date after the Closing outside the ordinary course of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationbusiness. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.