Common use of Limitations Clause in Contracts

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to Except for indemnification claims against the Seller, EnStructure or the Parent resulting from the Excluded Liabilities, breach of Fundamental Representations and Warranties and the breach of any breach ofagreements or covenants, or inaccuracy inthe Seller, any Transferor Limited Representation until EnStructure and the Parent will have no liability for indemnification for the first $200,000 in the aggregate amount of all such Losses exceeds an amount equal to 2.0% of Damages incurred by the ConsiderationPurchaser under the Acquisition Agreements (the “Threshold Amount”), in which event Transferor shall case the Seller, EnStructure the Parent will be liable jointly and severally responsible for all such Losses from aggregate Damages incurred by the first dollar; provided, however, that Purchaser under the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Acquisition Agreements only to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the extent of the Considerationexcess over the Threshold Amount, but not to exceed fifty percent (50%) of the Aggregate Purchase Price. (b) If Except for indemnification claims against the Purchaser resulting from Assumed Liabilities, breach of Fundamental Representations and Warranties and the breach of any Loss sustained by an indemnified Party is covered by an insurance policy, agreements or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")covenants, the indemnified Party shall use commercially reasonable efforts to recover Purchaser will have no liability for indemnification for the Loss from first $200,000 in the Primary Obligor; provided, however, that (i) such efforts aggregate of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably Damages incurred by the indemnified Party Seller, EnStructure or the Parent under the Acquisition Agreements, in connection with such recoverywhich case the Purchaser will be responsible for aggregate Damages incurred by the Seller, including investigation of EnStructure or the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, Parent under the indemnified Party shall refund the Net Recovery to the indemnifying Party Acquisition Agreements only to the extent of the excess over the Threshold Amount, but not to exceed fifty percent (50%) of the Aggregate Purchase Price. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit any remedy of the Purchaser at law or in equity for fraud or fraudulent misrepresentation or in which the Purchaser may seek specific performance or other equitable relief. (d) No Damages will be deemed to have been sustained by any party to the extent of any insurance proceeds actually received by such prior indemnification. party with regard thereto. (e) Notwithstanding anything to the foregoingcontrary in this Agreement, Transferor shall not be entitled to be indemnified by or otherwise recover for purposes of the application of the indemnity provisions in this Article XI, the determination of the amount of any amount Damages resulting from any Transferred Company breach shall be determined without giving effect to any “Material Adverse Effect” qualification or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIany other materiality or similar qualification contained in the representations, warranties, covenants or agreements herein.

Limitations. The powers and duties of the Trustee are subject to the following terms and conditions: (a) Transferor The Grantor acknowledges and agrees that the Trustee (i) shall be obligated only for the performance of such duties that are specifically assumed by the Trustee pursuant to this Agreement; (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Trustee in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the validity or service thereof; (iii) may assume that any person believed by the Trustee in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (iv) shall not be liable under Section 7.02(a)(iany duty to give the Trust Corpus held by the Trustee any greater degree of care than the Trustee gives its own similar property; and (v) may consult counsel satisfactory to the Trustee, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in accordance with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount opinion of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationcounsel. (b) If The Grantor acknowledges that the Trustee is acting solely as Trustee at their request and that the Trustee shall not be liable for any Loss sustained action taken by an indemnified Party is covered Trustee in good faith and believed by an insurance policy, the Trustee to be authorized or an indemnification, contribution within the rights or similar obligation of another Person (a "Primary Obligor"), powers conferred upon the indemnified Party shall use commercially reasonable efforts Trustee by this Agreement. The Grantor agrees to recover indemnify and hold harmless the Loss from the Primary Obligor; provided, however, that (i) such efforts Trustee and any of the indemnified Party Trustees partners, employees, agents and representatives for any action taken or omitted to be taken by the Trustee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Trustee's part committed in its capacity as trustee under this Agreement. The Trustee shall not require litigation or other extraordinary activities, (ii) own a duty only to the indemnified Party may attempt to recover from the indemnifying Party Grantor and Beneficiaries under this Agreement before or simultaneously with such efforts and to no other person. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due The Grantor agrees to reimburse the Trustee for outside counsel fees, to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles extent authorized hereunder and other costs reasonably incurred by the indemnified Party in connection with the performance of its duties and responsibilities hereunder. (d) The Trustee may at any time resign as Trustee hereunder by giving five (5) days prior written notice of resignation to the Grantor. Prior to the effective date of resignation as specified in such recoverynotice, including investigation the Trustee will deliver the Stock Certificates to the Grantor. (e) This Agreement sets forth exclusively the duties of the underlying claim Trustee with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (f) The provisions of collection (such amount, a "Net Recovery")this 4.2. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, shall survive the indemnified Party shall refund resignation of the Net Recovery to Trustee or the indemnifying Party to the extent termination of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. (a) Transferor shall not Notwithstanding any other provision in this Article IX, Parent will be liable under Section 7.02(a)(i) with respect entitled to any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification pursuant to this Article IX only to the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, extent that the aggregate amount of all Losses for Indemnifiable Amounts (which Transferor shall be liable under Section 7.02(a)(idetermined for all purposes of this Article IX disregarding any qualification in any representation or warranty as to "materially" or "material" or "material adverse effect") with respect exceed Five Hundred Thousand Dollars ($500,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to any breach ofwhich Parent is entitled to be indemnified exceeds the Threshold Amount, or inaccuracy in, any Transferor Limited Representation Parent shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for up to the full Indemnifiable Amounts including the Threshold Amount. For purposes of indemnification under this ARTICLE VIIAgreement, each Parent Merger Share shall at all times be valued at the Parent Average Closing Price. The aggregate amount to which Parent will be entitled to be indemnified pursuant to this Article IX will not exceed a dollar amount equal to the value of the aggregate number of Escrow Shares held in escrow pursuant to the terms of the Escrow Agreement valued at the Parent Average Closing Price per share , and the liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Escrow Shares deposited in escrow by such stockholder relative to the aggregate number of Escrow Shares and the aggregate liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such stockholder; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'▇.▇▇▇ or its Subsidiaries, or for any stockholder of INT'▇.▇▇▇ for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such stockholder.

Limitations. The Defending Party's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be subject to the following limitations: (a) Transferor No indemnification under Sections 13.01(a) or 13.02(a) for any Losses shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation be made by the Defending Party until the aggregate amount of all such the Asserting Party's Losses exceeds an amount equal to 2.0% two percent (2%) of the Consideration, in which event Transferor shall be liable for all such Losses from Purchase Price (the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary ObligorBASKET"), the indemnified Party and then indemnification shall use commercially reasonable efforts only be required to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Defending Party to the extent of such prior indemnification. Notwithstanding Losses that exceed 50% of the foregoingBasket, Transferor provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (b) The aggregate liability of the Defending Party under Section 13.01(a) or 13.02(a), as applicable, shall not exceed (i) thirty percent (30%) of the Purchase Price for the first twelve months after the Closing Date, and (ii) twenty percent (20%) of the Purchase Price thereafter, provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (c) The indemnification obligation of a Defending Party shall be entitled reduced to the extent of any available insurance proceeds payable to the Asserting Party, net of any increased insurance premiums becoming payable by the Asserting Party to the extent such increase is a direct result of such insurance proceeds becoming available. The Defending Party shall pay its indemnification obligations as and when required by this Article XIII and the Asserting Party shall refund to the Defending Party any such amounts determined to be indemnified by or otherwise recover in excess of the Defending Party's obligations due to reductions pursuant to this Section 13.05(c). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from any Transferred Company of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or Hoshi if such amount would otherwise. (d) Notwithstanding anything to the contrary set forth in this Agreement, Section 13.05(a) through (c) shall not apply to Purchaser's obligation to pay to ACC Tennessee the Purchase Price in accordance with Article V. (e) From and after the Closing Date, the indemnification rights contained in this Article XIII shall constitute Losses for which Transferor is otherwise liable for indemnification the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under this ARTICLE VIILaw.

Limitations. (a) Transferor Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall not be liable under Section 7.02(a)(i) with respect to have any breach ofliability for, or inaccuracy inLosses be deemed to include, any Transferor Limited Representation until special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of whether the aggregate amount of all such Losses exceeds an amount equal other Party shall be advised, shall have reason to 2.0% know, or in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any such Seller Indemnified Party or the indemnified Purchaser Indemnified Party in connection with such recovery, including investigation this Agreement any of the underlying claim and other Transaction Documents or any of collection (such amountthe transactions contemplated hereby or thereby, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent of any such prior indemnificationdamages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The Parties acknowledge and agree that (a) each Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, such Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be entitled to be indemnified by deemed special, punitive or otherwise recover exemplary damages, or lost profits for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under purpose of this ARTICLE VIIAgreement.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach ofEXCEPT FOR CLAIMS OF PATENT INFRINGEMENT, or inaccuracy inBREACHES OF ARTICLE 11 OR 12, THE INDEMNIFICATION PROVIDED ABOVE, OR AS MAY BE EXPLICITLY PROVIDED IN THE MUDELTA LICENSE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF THE OTHER PARTY, WHETHER BASED UPON CONTRACT, NEGLIGENCE, OR ANOTHER THEORY OF LAW. Furthermore, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Party seeking indemnification under this Article 13 shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from inform the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation writing of the underlying relevant claim and in writing as soon as reasonably practicable after it receives notice of collection (such amountthe claim, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to select defense counsel, which counsel shall be reasonably satisfactory to the indemnified Party, and the right to settle the claim, provided such settlement does not admit fault or wrongdoing on the part of any indemnitee, incur non-indemnified liability on the part of any indemnitee, adversely affect any of the intellectual property rights subject to this Agreement or the MUDELTA License, or otherwise adversely affect either Party’s ability to perform its obligations under this Agreement or Develop or Commercialize Licensed Products under the MUDELTA License), and shall cooperate as reasonably requested by the indemnifying Party (at the expense of the indemnifying Party) in the defense of the claim. The failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of any obligation or liability that it may have to the indemnitee except to the extent that the indemnifying Party demonstrates that its ability to defend or resolve such Third Party claim is adversely affected thereby. No indemnitee shall enter into any settlement of such any claim subject to indemnification under this Article 13 without the prior indemnification. Notwithstanding written consent of the foregoingindemnifying Party with respect thereto, Transferor which shall not be entitled to be indemnified by unreasonably withheld, delayed or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIconditioned.

Limitations. (a) Transferor No Party shall not have any liability in connection with a Surviving Agreement Default unless the Party or Parties claiming against such Party shall have delivered to such first-mentioned Party a Notice of Claim respecting such Surviving Agreement Default. A claim for Losses made under this Agreement for which a Notice of Claim has been given shall be liable subject to limitations of action laws as provided for in Section 3.3. (b) Losses for which any Party is entitled to claim for under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until this Agreement shall be reduced by the aggregate amount of all such Losses exceeds an amount equal to 2.0% that are actually reimbursed by insurance proceeds, net of the Consideration, in which event Transferor shall be liable for all any co-payments and increased premiums resulting from such Losses from the first dollarLosses; provided, however, that the aggregate amount possibility of all Losses for which Transferor receipt of any such insurance proceeds shall not delay or reduce any Party’s obligations to pay in full such Party’s liability and indemnity obligations under this Agreement when due (subject to appropriate reimbursement to such Party if and when applicable insurance proceeds are actually received as above contemplated). (c) No claims may be liable under Section 7.02(a)(i) made by any Party with respect to any breach ofLosses unless the aggregate of any and all Losses which a Party would be required to indemnify the Party seeking such indemnification (without reference to this section) exceeds $50,000. If the aggregate of all such Losses exceeds such $50,000 threshold, or inaccuracy inthe Party seeking indemnification shall be entitled to claim and recover compensation for all such Losses, any Transferor Limited Representation shall not exceed an including the amount equal to 10.0% of such $50,000 threshold, from the Considerationother Party. (bd) If Notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or the Transaction Documents, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate HCo in respect of TOB Losses, other than Claims related to the disclosure related to HCo contained in the Offer Documents. (e) Other than as a result of fraud or wilful misrepresentation, notwithstanding anything to the contrary implied or contained elsewhere in this Agreement or in the Transaction Documents (with the exception of Section 2.1 hereof), New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate the Indemnitees in respect of any Loss sustained by an indemnified Party reduction of the Tax Pools or any inability of the Indemnitees to utilize all or any portion of the Tax Pools to reduce any of Indemnitees’ respective liability under the ITA or any comparable legislation of a Canadian province or territory, including, without limitation, in the event that such inability is covered by an insurance policydue to any change in, proposed change in, or an indemnificationeffect of applicable Law, contribution including on a retroactive basis. (f) Notwithstanding anything to the contrary implied or similar contained elsewhere in this Agreement, including Section 2.1, New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate any of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover Indemnitees in excess of the Loss from the Primary Obligor; provided, however, that sum of (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activitiesInitial Liability, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts Additional Amount, and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure Post Closing Amount, in respect of any Primary Obligor to have paid the indemnified Party for such Loss. The amount breach (including any failure or inaccuracy) of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by of the amounts actually recovered by an indemnified Party from a Primary Obligorrepresentations and warranties or covenants of HCo and/or New Hydrogenics contained in the Support Agreement, net of premium increasesincluding without limitation in section 3.2(i) therein, deductibles and other costs reasonably incurred by the indemnified Party related to, or in connection with such recoverywith, including investigation the Tax Pools or any ability of the underlying claim and Indemnitees to utilize all or any portion of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIITax Pools.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach ofEXCEPT FOR CLAIMS OF PATENT INFRINGEMENT, or inaccuracy inBREACHES OF ARTICLE 11 OR 12, THE INDEMNIFICATION PROVIDED ABOVE, OR AS MAY BE EXPLICITLY PROVIDED IN THE TOPO LICENSE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF THE OTHER PARTY, WHETHER BASED UPON CONTRACT, NEGLIGENCE, OR ANOTHER THEORY OF LAW. Furthermore, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Party seeking indemnification under this Article 13 shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from inform the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation writing of the underlying relevant claim and in writing as soon as reasonably practicable after it receives notice of collection (such amountthe claim, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to select defense counsel, which counsel shall be reasonably satisfactory to the indemnified Party, and the right to settle the claim, provided such settlement does not admit fault or wrongdoing on the part of any indemnitee, incur non-indemnified liability on the part of any indemnitee, adversely affect any of the intellectual property rights subject to this Agreement or the TOPO License, or otherwise adversely affect either Party’s ability to perform its obligations under this Agreement or Develop or Commercialize Licensed Products under the TOPO License), and shall cooperate as reasonably requested by the indemnifying Party (at the expense of the indemnifying Party) in the defense of the claim. The failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of any obligation or liability that it may have to the indemnitee except to the extent that the indemnifying Party demonstrates that its ability to defend or resolve such Third Party claim is adversely affected thereby. No indemnitee shall enter into any settlement of such any claim subject to indemnification under this Article 13 without the prior indemnification. Notwithstanding written consent of the foregoingindemnifying Party with respect thereto, Transferor which shall not be entitled to be indemnified by unreasonably withheld, delayed or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIconditioned.

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds treated for Tax purposes as an amount equal to 2.0% adjustment of the ConsiderationPurchase Price to the extent such characterization is proper or permissible under relevant Tax law, in which event Transferor shall be liable for all such Losses from the first dollar; providedincluding court decisions, howeverstatutes, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationregulations and administrative promulgations. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation For purposes of another Person (a "Primary Obligor"), determining the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Losses, such amount shall be reduced by the amounts amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received or otherwise payable to Buyer or the Company (or deemed paid to thereto pursuant to the next sentence) in respect of the Losses (net of any deductible amounts); provided that Buyer shall have no obligation to make any claim under its insurance policies. Buyer shall pursue available claims under its insurance policies to offset Losses to the extent commercially reasonable, but in no event shall Buyer be required to initiate or prosecute any litigation with respect to any such claims. (c) In calculating any Losses hereunder there shall be deducted any indemnification, contribution or other similar payment actually recovered by the Indemnified Party or any Affiliate thereof from any third Person with respect thereto. Any such amounts or benefits received by an indemnified Indemnified Party from a Primary Obligoror any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor, net after deduction for all costs and expenses incurred in obtaining such amounts or benefits; provided, that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of premium increases, deductibles and other costs reasonably incurred the amount paid by the indemnified Indemnitor to the Indemnified Party with respect to such claim. (d) Except in connection the case of fraud and for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Section 9 (and Section 6.2 with such recoveryrespect to the matters covered therein) shall be the sole and exclusive remedy for breaches of this Agreement or of any Company Transaction Agreement or Seller Transaction Agreement or Buyer Transaction Agreement, including investigation or otherwise in respect of the underlying claim and of collection Transactions. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery e) Notwithstanding anything herein to the indemnifying Party contrary, no Seller shall have any liability under this Agreement for any Losses to the extent of that such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled Losses relate to actions taken or omitted to be indemnified taken by Buyer or otherwise recover any amount from any Transferred of its Affiliates with the respect to the Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIafter the Closing Date.

Limitations. (a) Transferor shall not be liable Losses in respect of which an Indemnifying Party is required to make indemnification under Section 7.02(a)(i) 9.1 shall be reduced by an amount equal to any insurance, indemnity, contribution or other similar payments actually paid to and received by the applicable Indemnitee from any third party with respect to any breach ofclaim giving rise to the Losses. If any insurance, indemnity, contribution or inaccuracy in, other similar payments are paid to or received by any Transferor Limited Representation until the aggregate amount of all Indemnitee in a period after such Losses exceeds are incurred or indemnification in respect thereof is made, such Indemnitee shall promptly notify the Indemnifying Party and pay the Indemnifying Party an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationinsurance benefits. (b) If any Loss sustained by an indemnified Losses in respect of which Seller and Stockholder are required to indemnify a Buyer Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net amount of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation all or any portion of the underlying claim Additional Payment that has not been paid to Seller (including amounts then held in the Escrow Account) as of the date of the Claim Notice in respect of which indemnification is sought and which amounts shall be retained by Buyer as an offset. (c) In no event shall Stockholder’s and Seller’s combined, aggregate obligations, on the one hand, or Buyer’s aggregate obligations, on the other hand, exceed the amount of collection Purchase Price. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, d) Neither the indemnified Party Buyer Indemnified Parties nor the Seller Indemnified Parties shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to indemnification for any Losses unless and until such time as the cumulative aggregate amount of all indemnifiable Losses payable to such Indemnitee exceeds one hundred thousand dollars ($100,000), at which time the Indemnitee shall be indemnified by or otherwise entitled to recover any the amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIof all indemnifiable Losses.

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, except in the case of actual and intentional fraud (as defined under Delaware common law), (i) the amount of Damages that may be recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) shall not exceed $350,000 (provided that (A) such limitation shall not apply to the Specified Reps and the Fundamental Reps and (B) the amount of Damages that may be liable recovered by an Indemnified Party under Section 7.02(a)(i5.1(a) or Section 5.2(a) with respect to the Specified Reps shall not exceed $1,000,000), and (ii) an Indemnified Party shall not be permitted to recover any breach ofDamages under Section 5.1(a) or Section 5.2(a), or inaccuracy inas the case may be, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not Damages exceed an amount equal to 10.0% $100,000 (the “Deductible”) (other than with respect to the Fundamental Reps) and then only to the extent of such excess. With respect to any Damages that may be recoverable by an Indemnified Party under Section 5.1(a) or Section 5.2(a), the ConsiderationIndemnifying Party shall not be liable for any individual or series of related Damages which do not exceed $10,000 (which Damages shall not be counted toward the Deductible). (b) If any Loss sustained The amount of Damages recoverable by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Indemnified Party under this Agreement before or simultaneously Article V with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due respect to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII indemnity claim shall be reduced by the amounts amount of any insurance payment or other third-party recovery actually recovered received by an indemnified such Indemnified Party from a Primary Obligor, net with respect to such indemnity claim minus the amount of premium increases, deductibles any increase in insurance premiums and other reasonable costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection directly attributable to such recovery (such amount, a "Net the “Recovery"”). If an indemnified Indemnified Party recovers from a Primary Obligor after being receives any insurance payment or third-party payment in connection with any claim for Damages for which it has already been indemnified by an indemnifying the Indemnifying Party, the indemnified Party it shall refund the Net Recovery pay to the indemnifying Party Indemnifying Party, within 30 calendar days of receiving such insurance payment, an amount equal to the extent Recovery (up to the amount paid by the Indemnifying Party). (c) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article V that are (i) consequential damages or Damages for lost profits or diminution in value, in each case except for those that are reasonably foreseeable and proximately caused by the asserted breach, or (ii) punitive, special, trebled or exemplary damages, in each case other than any amounts paid to an unaffiliated third party with respect to Third Party Claims based on a final judgment. (d) Except with respect to claims related to actual and intentional common law fraud or for specific performance as provided in Section 6.9, from and after the Closing the rights of such prior indemnificationthe Indemnified Parties under this Article V shall be the sole and exclusive remedies of the Indemnified Parties with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement. Notwithstanding Without limitation of the foregoing, Transferor in no event shall not any party, its successors or permitted assigns be entitled to be indemnified by claim or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIseek rescission of the Contemplated Transactions.

Limitations. (a) Transferor ▇▇▇▇▇▇▇ shall not be liable under Section 7.02(a)(i) obligated to indemnify or hold the JV Entity Group Members harmless with respect to any breach of, Losses or inaccuracy in, any Transferor Limited Representation Expenses under Section 12.1(a)(i) or Section 12.1(a)(ii) unless and until the aggregate amount of all Losses and Expenses suffered, sustained or incurred by JV Entity Group Members with respect to all matters for which indemnification is to be provided under Section 12.1(a)(i) or Section 12.1(a)(ii), exceeds $3.0 million (the “Deductible”) (it being understood that such amount shall be a deductible for which ▇▇▇▇▇▇▇ shall bear no indemnification responsibility). (b) The aggregate amount required to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a)(i) and Section 12.1(a)(ii) shall not exceed $22.5 million (the “Cap”). (c) Notwithstanding anything to the contrary in this Agreement, the Deductible and the Cap shall not apply to Losses and Expenses resulting from or arising out of (i) any willful breach of any covenant, agreement or obligation or (ii) the breach or inaccuracy of any of the ▇▇▇▇▇▇▇ Fundamental Representations and Warranties. (d) Notwithstanding anything to the contrary in this ARTICLE XII, in no event shall the aggregate amount to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a) exceed $300 million. (e) In any case where an Indemnified Party recovers from third Persons any amount in respect of any Losses or Expenses with respect to which an Indemnitor has indemnified it pursuant to this ARTICLE XII, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered in respect of such Losses exceeds an and Expenses (after deducting therefrom the full amount equal to 2.0% of the Considerationexpenses incurred by such Indemnified Party in procuring such recovery (including, in the case of insurance proceeds, any deductible or self-insured retention amount)), but not in excess of the amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such Losses and Expenses. (f) EXCEPT AS SET FORTH IN SECTION 12.6(i), (I) IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XII FOR (X) ANY PUNITIVE DAMAGES OR (Y) (1) ANY DAMAGES RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT WHICH (A) WOULD NOT, AS OF THE DATE HEREOF, BE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF SUCH WARRANTY OR INACCURACY OF SUCH REPRESENTATION OF THE NATURE GIVING RISE TO THE RELEVANT INDEMNIFIABLE EVENT OR (B) WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT OR (2) ANY DAMAGES (OTHER THAN THOSE RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT) WHICH ARE NOT THE REASONABLY FORESEEABLE RESULT OF THE RELEVANT INDEMNIFIABLE EVENT OR WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT, EXCEPT TO THE EXTENT ANY SUCH DAMAGES DESCRIBED IN THE FOREGOING CLAUSES (X) AND (Y) ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII, AND (II) WITH RESPECT TO THE INDEMNITIES PROVIDED UNDER SECTIONS 12.1(a)(iv) AND 12.2(b)(i), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES OR PROFITS, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII. (g) Except (i) for remedies arising under the JV Entity Ancillary Agreements, Company Ancillary Agreements, Partner Ancillary Agreements and ▇▇▇▇▇▇▇ Ancillary Agreements (which event Transferor remedies shall be liable governed exclusively by the terms thereof and shall not be limited by the terms of this Agreement), (ii) as set forth in Section 12.6(i) and (iii) injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XII shall be the sole and exclusive remedy for all breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement) or otherwise in respect of the transactions contemplated hereby. For the avoidance of doubt, no remedy related to or arising from any breach of any JV Entity Ancillary Agreement, Company Ancillary Agreement, Partner Ancillary Agreement or ▇▇▇▇▇▇▇ Ancillary Agreement shall be available under this ARTICLE XII. Subject to Section 12.6(i), the parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XII by seeking damages for breach of contract, tort or pursuant to any other theory or liability. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses from liability constituting a breach of more than one representation, warranty, covenant or agreement. Anything herein to the first dollarcontrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the JV Entity, the Company, Partner or any ▇▇▇▇▇▇▇ Party, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby; provided, however, in the event that the aggregate amount of all Losses ▇▇▇▇▇▇▇ Investment or the Partner Investment occurs prior to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Transaction fails to be consummated for which Transferor shall be liable under Section 7.02(a)(i) any reason whatsoever and the ▇▇▇▇▇▇ Merger Agreement is terminated, the parties hereto agree that concurrently with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the termination of the Consideration. ▇▇▇▇▇▇ Merger Agreement, (bI) If JV Entity shall return to ▇▇▇▇▇▇▇ and Partner the ▇▇▇▇▇▇▇ Investment Amount and the Partner Investment Amount, respectively, to the extent paid to JV Entity prior to such time, (II) ▇▇▇▇▇▇▇ LLC and Partner shall return to JV Entity the JV Entity LLC Agreement, and the Common Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest) and Preferred Units purchased hereby shall, without any Loss sustained further action by an indemnified Party is covered by an insurance policyany party, or an indemnificationautomatically be cancelled and deemed returned to JV Entity, contribution or similar obligation and (IV) other than the obligations set forth in clauses (I) and (II) of another Person (a "Primary Obligor")this proviso, the indemnified Party parties shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party have no further obligations under this Agreement before and ▇▇▇▇▇▇▇ and Partner shall have no rights, title or simultaneously with interest in or to the ▇▇▇▇▇▇▇ Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest, which shall be retained by ▇▇▇▇▇▇▇ LLC) or the Partner Units, respectively. Notwithstanding anything to the contrary in this Agreement, (x) ▇▇▇▇▇▇▇ shall not be required to indemnify any JV Entity Group Member for any Losses to the extent the liability underlying such efforts Losses was included as a current liability in the computation of the Final Closing Net Working Capital Amount and (iiiy) no indemnification or recovery it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be delayed or withheld due to construed accordingly. (h) In the failure of event it is finally determined that any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party JV Entity Group Member is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified pursuant to this Article XII for any Losses or Expenses, such Losses and/or Expenses shall be paid by or otherwise recover the Indemnitor to the JV Entity. ▇▇▇▇▇▇▇ may, at its option, satisfy any amount from any Transferred Company or Hoshi if such amount would constitute indemnification obligation for Losses for which Transferor is otherwise liable for indemnification hereunder (other than pursuant to Section 12.1(a)(iv)) in excess of the first $22,500,000 of Losses payable by ▇▇▇▇▇▇▇ under this Article XII (other than pursuant to Section 12.1(a)(iv), in whole or in part, by surrendering a number of Common Units with a value equal to the amount of all or such part of such indemnification obligation (based on the Fair Market Value (as defined in the JV Entity LLC Agreement) of such equity as of the time of surrender). (i) Nothing in this ARTICLE VIIXII shall operate to limit the liability of ▇▇▇▇▇▇▇ to the JV Entity Group Members in the event ▇▇▇▇▇▇▇ is finally determined by a court of competent jurisdiction to have committed actual fraud with specific intent to deceive any JV Entity Group Member with respect to the representations and warranties expressly made herein.

Limitations. (a) Transferor shall not be liable The indemnification provided in Section 10.2 is subject to the following limitations: (i) No demand for indemnification under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until 10.2 shall be made after the aggregate amount of all such Losses exceeds an amount equal to 2.0% expiration of the Consideration, applicable survival period set forth in Section 10.1 for the representation or warranty or covenant to which event Transferor shall be liable for all such Losses from the first dollardemand relates; provided, however, that demands for indemnification made prior to the expiration of such applicable survival period shall survive until such claim for indemnification is finally adjudicated and resolved. (ii) Seller Parties shall not have any obligation to indemnify the Buyer Indemnitees in respect of any Losses for which indemnification is claimed under Section 10.2(a) (other than with respect to Fundamental Representations and Specified Representations) unless and until the aggregate amount of such Losses exceeds $25,000 (the “Deductible”), at which point Seller Parties will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Deductible. (iii) The cumulative liability of Seller Parties for all Losses for which Transferor shall be liable indemnification is claimed under Section 7.02(a)(i10.2(a) (other than with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Fundamental Representations and Specified Representations) hereunder shall not exceed an amount equal to 10.0% of the ConsiderationPurchase Price. (biv) If The amount of Losses that any Loss sustained Buyer Indemnitee shall be entitled to recover shall be calculated net of any Tax benefits actually realized or realizable by an indemnified Party is covered by an insurance policythe Buyer Indemnitee on account of such Losses, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), and the indemnified Party Buyer Indemnitees shall use commercially reasonable efforts to recover actually realize all available Tax benefits. If any Buyer Indemnitee receives a Tax benefit not deemed realizable at the time the related Loss from was indemnified by Seller Parties, the Primary Obligor; provided, however, that applicable Buyer Indemnitee shall promptly pay to the Seller the amount of such Tax benefit at such time or times as (iand to the extent that) such Tax benefit is actually realized by such Buyer Indemnitee. (v) The amount of Losses that any Buyer Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually recovered or recoverable by the Buyer Indemnitee from any third party with respect to such Losses. Prior to pursuing a claim in respect of any Losses hereunder (other than submitting a claim notice in accordance with Section 10.5(a)), the Buyer Indemnitees shall use commercially reasonable efforts to seek full recovery under all insurance policies and Contracts covering any Loss to the same extent as they would if such Loss was not subject to indemnification hereunder. In the event that any insurance or other recovery is made by any Buyer Indemnitee with respect to any Loss for which such Buyer Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the indemnified Party shall not require litigation insurance or other extraordinary activities, recovery shall be made promptly by such Buyer Indemnitee to the Seller Parties. (iib) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery Any indemnity payment made under this Agreement shall be delayed or withheld due treated by the Parties for Tax purposes as an adjustment to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIPurchase Price.

Limitations. (a) Transferor No Party shall not be liable under Section 7.02(a)(i) with respect required to indemnify any breach of, or inaccuracy in, other party for any Transferor Limited Representation until otherwise indemnifiable Loss to the aggregate amount of all extent such Losses exceeds an amount equal to 2.0% Loss is specifically included in the final calculation of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationClosing Cash Proceeds. (b) If Notwithstanding anything to the contrary contained in this Agreement as it relates to any Loss sustained by an indemnified claim for indemnification pursuant to Sections 9.02 or 9.03, each Party is covered by an insurance policyshall, or an indemnificationand shall cause its affiliated Indemnitees to, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover seek recovery, at its or their own expense, under all applicable insurance policies (including the Loss from R&W Insurance Policy), and indemnification or reimbursement rights covering any such claim; provided that, nothing in the Primary Obligor; provided, however, that foregoing shall (i) such efforts of the indemnified Party shall not require any Indemnitee to commence litigation against any insurer or other extraordinary activities, (ii) limit such Indemnitee’s ability to simultaneously seek or obtain recovery against the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossIndemnitor. The amount of any Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII shall Article IX will be reduced by the net of any amounts actually recovered by an indemnified Party from a Primary Obligorthe Indemnitee under insurance policies (including the R&W Insurance Policy), indemnity, contribution or other third party recoveries with respect to such Losses, net of premium increasesany expenses, deductibles and other costs reasonably including Taxes incurred by the indemnified Party in connection with such recovery. To the extent that an Indemnified Party receives any amount under insurance coverage or other recovery with respect to a matter for which an Indemnitee has previously obtained payment in indemnification pursuant to this ARTICLE IX, including investigation Purchaser or Seller, as the case may be, shall, as soon as reasonably practicable after receipt of such insurance proceeds or other recovery, pay and reimburse to the other Party, up to the lower of (i) any prior indemnification payment and (ii) the amount of the underlying claim insurance proceeds or other recovery, minus the cost and expense of collection pursuing such recovery. (c) Each Indemnitee shall use commercially reasonable efforts to avoid or mitigate any Loss for which it is entitled to seek indemnification hereunder (which such amountefforts, for the avoidance of doubt, shall not obligate any Indemnitee to file a "Net Recovery"lawsuit against any third party). If . (d) In no event may an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not party be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement to duplicate monetary recovery for the same Losses. (e) UNDER NO CIRCUMSTANCES SHALL AN INDEMNITOR HAVE ANY LIABILITY TO ANY INDEMNITEE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS FOR, AND THE INDEMNITEE SHALL NOT HAVE THE RIGHT TO CLAIM OR RECOVER FROM THE INDEMNITOR, ANY INDIRECT, INCIDENTAL, SPECULATIVE, REMOTE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOSS OF PROFITS, DIMINUTION OF VALUE, GOODWILL OR BUSINESS OPPORTUNITIES) NOR SHALL ANY DAMAGES BE CALCULATED USING A “MULTIPLIER” OR ANY OTHER SUCH METHOD HAVING A SIMILAR EFFECT, WHETHER FORESEEABLE OR UNFORESEEABLE, HOWSOEVER CAUSED OR ON ANY THEORY OF LIABILITY, EVEN IF THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, EXCEPT TO THE EXTENT RECOVERED FROM THE INDEMNITEE BY A THIRD PARTY.

Limitations. (a) Transferor Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall not be liable under Section 7.02(a)(i) with respect to have any breach ofliability for, or inaccuracy inLosses be deemed to include, any Transferor Limited Representation until special, punitive or exemplary damages, or any lost profits, whether in contract or tort, regardless of whether the aggregate amount of all such Losses exceeds an amount equal other Party shall be advised, shall have reason to 2.0% know, or in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by any such Seller Indemnified Party or the indemnified Purchaser Indemnified Party in connection with such recovery, including investigation this Agreement any of the underlying claim and other Transaction Documents or any of collection (such amountthe transactions contemplated hereby or thereby, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent of any such prior indemnificationdamages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Article VII will not exceed [***]. The Parties acknowledge and agree that (a) the Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be entitled to be indemnified by deemed special, punitive or otherwise recover exemplary damages, or lost profits for any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under purpose of this ARTICLE VIIAgreement.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the indemnified Party Closing occurs, this Article XI shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 11.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIa claim based on fraud.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If In no event shall any Loss sustained by an indemnified Party is covered by an insurance policyparty be liable for any special, incidental, consequential (including loss of revenues or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"profits), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedexemplary or punitive damages or diminution of value or any damages based on any type of multiple, however, that (i) such efforts of the indemnified Party shall not require litigation whether arising under any legal or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party equitable theory or arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoverythis Agreement, including investigation all of which are hereby excluded by agreement of the underlying claim parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (c) Aon shall not be required to indemnify and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery hold harmless any Buyer Group Member pursuant to the indemnifying Party Section 11.1(a) to the extent the matter in question was included in the computation of such prior indemnification. Notwithstanding the foregoing, Transferor shall Net Worth Adjustment Amount pursuant to Section 4.5. (d) Except for remedies that cannot be entitled waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to be indemnified by this Agreement) or otherwise recover in respect of the sale of the Shares contemplated hereby. Anything herein to the contrary notwithstanding, no breach of any amount from representation, warranty, covenant or agreement contained herein shall give rise to any Transferred Company right on the part of Aon or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under Buyer, after the consummation of the purchase and sale of the Shares contemplated by this ARTICLE VIIAgreement, to rescind this Agreement or any of the transactions contemplated hereby.

Limitations. Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document: (a) Transferor shall not (i) No GNL Indemnified Party will be liable entitled to indemnification under Section 7.02(a)(i7.1(a) of this Agreement unless such GNL Indemnified Party has incurred Losses in excess of $3,750,000 in the aggregate (the “Deductible”), in which case such GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement only to the extent the aggregate Losses with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such claims exceed the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarDeductible; provided, however, that the Deductible shall not apply to Losses with respect to the breach of any Advisor Fundamental Representations; (ii) the aggregate amount of all Losses for which Transferor shall be liable that the GNL Indemnified Parties may recover under Section 7.02(a)(i7.1(a) of this Agreement (other than with respect to any breach of, or inaccuracy in, any Transferor Limited Representation the Advisor Fundamental Representations) shall not exceed an amount equal $28,125,000 (the “Cap”); and (iii) notwithstanding anything to 10.0% the contrary in this Agreement, the maximum aggregate liability of Advisor Parent pursuant to this Article 7 shall be $56,250,000 (the Consideration“Overall Cap”). (b) If The amount of any Loss sustained for which indemnification is provided under this Article 7 shall be net of (i) any amounts recovered by an indemnified the Indemnified Party is covered by an insurance policypursuant to any indemnification by, or indemnification agreement with, any Third Party or (ii) insurance proceeds or other sources of reimbursement received, which shall be an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified offset against such Loss. The Indemnified Party shall use commercially reasonable efforts to recover seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article 7. If the Loss amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Primary Obligor; providedIndemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, however, that (i) such efforts of the indemnified Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not require litigation have had to pay pursuant to this Article 7 had such determination been made at the time of such payment. (c) Notwithstanding anything to the contrary contained herein, an Indemnified Party’s right to indemnification, payments of Losses or any other extraordinary activitiesremedy based on the representations, (ii) the indemnified Party may attempt to recover from the indemnifying Party under warranties, covenants and agreements contained in this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time by any Party, whether before or simultaneously with such efforts after the execution and (iii) no indemnification or recovery under delivery of this Agreement shall be delayed or withheld due the Closing Date, with respect to the failure accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any Primary Obligor to have paid condition based on the indemnified Party for such Loss. The amount accuracy of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by representation or warranty, or on the amounts actually recovered by an indemnified Party from a Primary Obligorperformance of or compliance with any covenant or agreement, net will not affect the right to indemnification, payment of premium increasesLosses, deductibles or any other remedy based on such representations, warranties, covenants and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIagreements.

Limitations. (a) Transferor In no event shall not be liable the Seller have liability under Section 7.02(a)(i8.2(a)(i) with respect to any the extent a breach ofof a representation or warranty results from, relates to or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% arises out of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any T-Mobile Parties’ breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationExisting Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyIn no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or an indemnificationthe Seller’s remedies, contribution or similar obligation of another Person (a "Primary Obligor"), with respect to the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts payment of the indemnified Purchase Price. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not require litigation or other extraordinary activitiesapply to any damages awarded to a third party pursuant to a final, non-appealable order. (iid) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Indemnified Party is responsible claims indemnification under this ARTICLE VII Agreement shall be reduced by: (i) any insurance proceeds actually received by the amounts Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually recovered received by an indemnified the Indemnified Party from a Primary Obligor, third parties (other than insurers) with respect to such Losses (net of premium increasesany costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, deductibles and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other costs reasonably incurred by equitable relief on the indemnified basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery")order or injunction. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor The foregoing shall not be entitled deemed to be indemnified or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or otherwise recover in equity in the event of any amount from any Transferred Company breach or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification default by the other Parties under this ARTICLE VIIAgreement.

Limitations. Notwithstanding any other provision of this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(iThe Buyer Indemnified Parties and the Seller Indemnified Parties will use commercially reasonable efforts to mitigate any Losses. (b) Each Party acknowledges and agrees that the sole and exclusive monetary remedy with respect to any and all claims (other than claims of fraud or intentional misrepresentation) relating to this Agreement, whether stated in terms of breach ofof contract, breach of representation and warranty, indemnification, or inaccuracy inotherwise, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from pursuant and subject to the first dollarindemnification provisions set forth in this Article 6; provided, however, that nothing herein shall limit the aggregate amount rights of all Losses any Party to seek and obtain injunctive, equitable or similar relief of any kind. Any liability for which Transferor shall indemnification under this Agreement will be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% determined without duplication of recovery by reason of the Considerationstate of facts giving rise to the liability constituting the breach of more than one representation, warranty, covenant or agreement. (bc) If any Loss sustained by an indemnified No Seller Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Buyer Indemnified Party shall use commercially reasonable efforts be entitled to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of any insurance proceeds to which any such prior person is entitled with respect the matters giving rise to the claim for indemnification. (d) All amounts recoverable by the Buyer Indemnified Parties from the Seller or by the Seller Indemnified Parties from the Buyer, as the case may be, shall be net of tax benefits received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, on account of any Losses subject to indemnification hereunder. Notwithstanding In the foregoingevent the tax benefits cannot reasonably be determined with certainty at the time the indemnification payments are otherwise due and payable hereunder, Transferor the Seller or Buyer, as the case may be, shall not be entitled delay payment hereunder on account of such uncertainty and the Parties agree to be indemnified negotiate in good faith a reasonable estimate of the tax benefits in order to permit the Seller’s or Buyer’s, as the case may be, timely payment of all indemnification amounts hereunder. To the extent the Seller indemnifies any Buyer Indemnified Party or the Buyer indemnifies any Seller Indemnified Party, as the case may be, on any claim referred to in the previous sentence, the Buyer Indemnified Party or the Seller Indemnified Party shall, to the extent applicable, pay to the Seller or the Buyer, respectively, the amount of any net tax benefits subsequently determined to have been received by the Buyer Indemnified Parties or otherwise recover any amount from any Transferred Company the Seller Indemnified Parties on account of the Losses with respect to which indemnification was paid by the Seller or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe Buyer.

Limitations. (a) Transferor The Indemnifying Party shall not be liable under Section 7.02(a)(i) for any settlement of any Proceedings effected without its written consent (which consent shall not be unreasonably withheld). If any settlement of any Proceeding is consummated with respect the written consent of the Indemnifying Party or if there is a Final Order for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any breach and all Losses by reason of such settlement or judgment in accordance with, and subject to the limitations of, the provisions of this Section 8. Notwithstanding anything in this Section 8 to the contrary, if at any time an Indemnified Person shall have requested the Indemnifying Party to reimburse such Indemnified Person for legal or inaccuracy inother expenses in connection with investigating, responding to or defending any Transferor Limited Representation until Proceedings as contemplated by this Section 8, the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor Indemnifying Party shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount any settlement of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Proceedings effected without its written consent if (i) such efforts settlement is entered into more than 60 days after receipt by the Indemnifying Party of the indemnified Party shall not require litigation or other extraordinary activities, such request for reimbursement and (ii) the indemnified Indemnifying Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously shall not have reimbursed such Indemnified Person in accordance with such efforts request prior to the date of such settlement. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld in the Indemnified Party’s sole discretion), effect any settlement of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on the claims that are the subject matter of such Proceedings without the payment by any Indemnified Person of any amounts or the imposition of any non-monetary penalty or obligation and (iiib) no indemnification does not include any statement as to or recovery under this Agreement shall be delayed any admission of fault, culpability or withheld due a failure to the failure act by or on behalf of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Person.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with the breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein until the aggregate amount for which such Indemnified Party is entitled to indemnification with respect to all such Claims for indemnification in the aggregate exceeds One Million Dollars ($1,000,000) (the "Threshold"), at which time such party shall be liable for any such excess. In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article IX, only actual losses shall be considered. The Threshold shall not be liable under Section 7.02(a)(iapply (i) with respect to Buyer's claims hereunder, as to any Claims related to (A) the Excluded Assets, (B) the Retained Liabilities or (C) any breach of, or inaccuracy in, of any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal representation or warranty relating to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iSections 2.07 (Inventory) and 2.12 (Accounts Receivable) and (ii) with respect to Seller's claims hereunder, as to any breach of, or inaccuracy in, any Transferor Limited Representation Claims related to the payment of all amounts due to Seller pursuant to Sections 1.05 (Payment of Purchase Price) and 1.05 (Post-Closing Adjustment). The Threshold shall not exceed apply as to any Claims arising from fraud committed by the Indemnifying Party against the Indemnified Party with respect to the transactions contemplated under this Agreement. The parties hereto waive as against each other any claim to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third person against an amount equal Indemnified Party in circumstances in which such Indemnified Party is entitled to 10.0% of the Considerationindemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be payable to such Indemnified Party hereunder. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary contained in this Article IX, the indemnified Party amount for which Buyer shall use commercially reasonable efforts to recover be entitled to, and Seller liable for, indemnification hereunder shall not exceed the Loss from the Primary Obligor; provided, however, that following: (i) such efforts the aggregate amount recoverable from Seller for indemnification claims arising from the representations and warranties of the indemnified Party Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall not require litigation or other extraordinary activities, exceed the excess of $25,000,000 over the Downward Adjustment Amount and (ii) the indemnified Party may attempt to recover aggregate amount recoverable from Seller for indemnification claims arising from the indemnifying Party under this Agreement before breach of any covenant by Seller or simultaneously the representations and warranties of Seller with such efforts respect to Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (iiiSoftware) no indemnification or recovery under this Agreement shall not exceed $5,000,000. Indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall be delayed or withheld due to satisfied first from the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorAccounts Receivable/Inventory Holdback Amount and, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent the Accounts Receivable/Inventory Holdback Amount is insufficient to cover any such claims (subject to the maximum allowable amounts set forth in the preceding sentence), Seller agrees to satisfy any such claims. Indemnification claims arising from the representations and warranties of such prior indemnificationSeller with respect to Sections 2.03 (Assumed Contracts) and 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall be satisfied solely from the Escrow Amount. Seller and Buyer agree that under no circumstances shall the Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of any indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable). Notwithstanding the foregoing, Transferor if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment. (c) The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall terminate on the later of (i) ninety (90) days following the Closing or (ii) fifteen (15) days following the resolution of any dispute relating to the Audit. The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall terminate 6 months after the Closing Date. Notwithstanding the foregoing, the respective indemnification obligations of the parties hereunder shall not be entitled expire with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi Claim brought within such specified time periods until the indemnification obligation, if any, with respect to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClaim shall have been finally determined and paid.

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, the Buyer Indemnified Parties shall not be liable under permitted to recover any Damages incurred or suffered by Buyer Indemnified Parties resulting from any breach by the Company of its representations and warranties pursuant to Section 7.02(a)(i9.1(a) (other than with respect to the Fundamental Representations) until all Damages incurred by the Buyer Indemnified Parties pursuant to such section exceed $150,000 in the aggregate, at which point the Buyer shall be entitled to recover all such Damages in excess of $150,000. Solely for the purpose of determining the existence of, and calculating the amount of any Damages arising out of or resulting from, any breach of, of any representation or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% warranty of the ConsiderationCompany contained in this Agreement (other than any breach of any representation or warranty contained in Section 3.6(ii) (Absence of Certain Changes)) or the certificates required by Sections 7.2(a), in which event Transferor and 7.3(a), such representation or warranty shall be read without regard to any Material Adverse Effect or materiality qualifiers contain therein. (b) In no event shall any Indemnifying Party be responsible or liable for all such Losses from the first dollarany Damages or other amounts under this Article IX that are consequential, special or punitive or otherwise not actual damages; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this sentence shall not exceed an amount equal apply to 10.0% or limit in any respect any claim by the Company Participating Equityholders based on a breach of the Consideration. Section 2.5(c) or 2.5(d) (bother than any such damages payable to third parties). Each party shall (and shall cause its Affiliates to) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover mitigate the Loss from the Primary Obligor; provided, however, that Damages for which indemnification is provided to it under this Article IX. (ic) such efforts The amount of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Damages recoverable by an Indemnified Party under this Agreement before or simultaneously Article IX with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due respect to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII indemnity claim shall be reduced by the amounts actually recovered amount of any insurance payment received by such Indemnified Party (or an indemnified Affiliate thereof) with respect to such indemnity claim less any costs of recovery and resulting increases in premiums. An Indemnified Party from a Primary Obligorshall use reasonable commercial efforts to pursue, net of premium increasesand to cause its Affiliates to pursue, deductibles and other costs reasonably incurred by the indemnified Party all insurance claims to which it may be entitled in connection with such recoveryany Damages it incurs, including investigation of and the underlying claim and of collection (such amount, a "Net Recovery")parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an indemnified Indemnified Party recovers from a Primary Obligor after being (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already been indemnified by an indemnifying the Indemnifying Party, the indemnified Party it shall refund the Net Recovery pay to the indemnifying Party Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the extent excess of (i) the amount previously received by the Indemnified Party under this Article IX with respect to such prior indemnificationclaim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article IX. (d) Except with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, (i) the rights of the Indemnified Parties under this Article IX and Section 6.10(c) shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement and (ii) the right to (x) seek recourse against the General Escrow Funds and the Tax Escrow Funds and (y) set-off set forth in Section 9.6 shall be the sole and exclusive means for the Buyer Indemnified Parties to collect any Damages for which they are entitled to indemnification under this Article IX. Notwithstanding Without limiting the generality of the foregoing, Transferor in no event shall not any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) For purposes of this Article IX, (i) if the Company Participating Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be indemnified by deemed to refer to the Indemnification Representative and (ii) if the Company Participating Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or otherwise recover a right to receive any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIpayments) shall be deemed to refer to the Indemnification Representative.

Limitations. (ai) Transferor If any Order covering a one month period is for a quantity greater than the quantity for such period as provided in the Forecast Schedule in which that month was the fourth month of the previous such forecast ("Forecast Quantity"), Gilead shall not be liable under Section 7.02(a)(iobligated to supply Eyetech with any quantities that are in excess of [**] percent ([**]%) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the ConsiderationForecast Quantity, with any amounts in which event Transferor such Order in excess of such amount being the "Excess Amount", unless mutually agreed in writing by Gilead and Eyetech. If Eyetech submits an Order that includes an Excess Amount, then promptly after Eyetech receives Gilead's response to Eyetech's Order that includes such Excess Amount, Gilead and Eyetech shall be liable for discuss the possibility of Gilead supplying Eyetech with all or a portion of such Losses Excess Amount. If discussion is required on the amount or timing of production and delivery, then the relevant planning personnel from the both parties will agree upon and confirm any agreed amended forecast within three Business Days of Gilead's first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% receipt of the Considerationrelevant Forecast Schedule. (bii) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person Order covering any one month period would make the total Orders for such calendar year exceed the applicable Order Limit (a "Primary Obligor"as defined in Section 2.3(a)), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Gilead shall not require litigation be obligated so supply Eyetech with any portion of such Order that would cause such Order Limit to be exceeded. If Eyetech submits an Order that if fulfilled would cause the Order Limit to be exceeded for such calendar year, then promptly after Eyetech receives Gilead's response to such Order, Gilead and Eyetech shall discuss the possibility of Gilead supplying Eyetech with all or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with a portion of such efforts and Excess Amount. (iii) no indemnification If Gilead rejects any Order(s) or recovery under any portion(s) of Order(s) in accordance with this Agreement Section 2.4(f), then Eyetech's Annual Minimum Percentage obligation shall be delayed limited to purchasing a quantity of Product that is equal to or withheld due to greater than the failure Annual Minimum Percentage of any Primary Obligor to have paid the indemnified Party for Eyetech's Orders excluding such Loss. The amount Order(s) or portion(s) of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"Order(s). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents: (a) Transferor Each Party shall, and shall cause its Subsidiaries (and its and the Subsidiaries’ Representatives), to take all reasonable steps to mitigate Damages subject to indemnification under this Article VII upon and after becoming aware of any event that reasonably could be expected to give rise to any such Damages, and indemnification shall not be liable available under this Article VII to the extent any such Damages are attributable to a failure of any such Person to take reasonable steps to mitigate such Damages; (b) No Parent Indemnified Party or Spinco Indemnified Party shall be entitled to payment or indemnification more than once with respect to the same matter (including by being taken into account in the determination of the Final Net Working Capital Amount); (c) No Party shall be entitled to set off, or shall have any right of set off, in respect of any Damages under this Article VII against any payments to be made by such Party under this Agreement or any other Transaction Document; and (d) Parent’s obligation to indemnify Spinco Indemnified Parties for Damages with respect to Assumed Liabilities pursuant to Section 7.02(b)(iv) is subject to the following additional limitations: (i) Parent shall only have liability to the Spinco Indemnified Parties under Section 7.02(a)(i7.02(b)(iv) with respect to an Assumed Liability to the extent such Assumed Liability was the subject of a written notice given by a Spinco Indemnified Party pursuant to and in compliance with Section 7.03(a) on or prior to the first anniversary of the Distribution Date; (ii) Parent shall have no liability under Section 7.02(b)(iv) with respect to any breach of, Assumed Liability to the extent of any amounts reserved or inaccuracy in, accrued on the Balance Sheet or taken into account in the determination of the Final Net Working Capital Amount (it being understood that any Transferor Limited Representation such reserved or accrued amounts also shall not be counted for purposes of determining whether the Deductible contemplated in clause (iii) has been satisfied); (iii) Parent shall have no Liability under Section 7.02(b)(iv) with respect to any claim (including any Damages) until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Damages under Section 7.02(a)(i7.02(b)(iv) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of exceeds $100,000,000 (the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Deductible”), at which point the indemnified Party Spinco Indemnified Parties shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses indemnification only for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthose Damages in excess of the Deductible; and (iv) in no event shall the obligation of Parent to indemnify Spinco Indemnified Parties pursuant to Section 7.02(b)(iv) exceed $400,000,000 in the aggregate.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article X, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES, ARISING UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including, but not limited to, specific performance), if the indemnified Party Closing occurs, this Article X shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 10.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIa claim based on fraud.

Limitations. (a) Transferor The Indemnitor shall not be liable under Section 7.02(a)(iobligated to indemnify the Indemnitee only when the sum of: (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Identified Environmental Liabilities paid by Purchaser and Y2K Liabilities paid by Purchaser and (ii) the aggregate of all other Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article 14 exceeds an amount equal to 2.0% One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold Amount"). After the aggregate of all Losses suffered or incurred by the ConsiderationIndemnitee exceeds the Threshold Amount, in which event Transferor the Indemnitee shall be liable obligated to indemnify the Indemnitee for all such Losses from in excess of the first dollar; provided, however, that Threshold Amount. In no event shall the aggregate amount liability of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach ofSeller, or inaccuracy inthe aggregate liability of Purchaser, any Transferor Limited Representation under this Article 14 exceed Fifty Million Dollars ($50,000,000) (the "Maximum Amount"). Notwithstanding the above, (i) neither of the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Sections 14.1(c) and 14.2(c) and the payment of such amounts by the Indemnitor shall not exceed an amount equal to 10.0% count toward the calculation of the ConsiderationMaximum Amount of the Indemnitor and (ii) the Maximum Amount limitations shall not apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Section 14.1(d) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of Indemnitor. (b) If any Loss sustained The Indemnitor shall not be liable for Losses in excess of the actual Losses suffered by an indemnified Party is covered by an insurance policythe Indemnitee as a result of the act, circumstance, or an indemnification, contribution condition for which indemnification is sought net of any insurance proceeds received by the Indemnitee or similar obligation of another Person (any tax benefits realized by the Indemnitee as a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts result of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party indemnification is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIclaimed.

Limitations. (a) Transferor Notwithstanding anything to the contrary in this Agreement, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) the Multiple Closings Indemnification, (i) an Indemnified Party shall not be liable under entitled to indemnification pursuant to Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 7.2 unless and until the aggregate total amount of the Losses incurred by all such Losses Indemnified Parties exceeds an the amount equal to 2.0% of (x) the Considerationtotal Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event Transferor the Indemnified Parties shall be liable entitled to receive indemnification of the full amount of the Losses (including, for all the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses from the first dollar; providedmust exceed Twenty-Five Thousand Dollars (US$25,000)), however, that and (ii) the aggregate amount Liability of all Losses the Indemnifying Parties to the Indemnified Parties for which Transferor indemnification under Section 7.2 shall be liable limited to the total Purchase Price received by the Selling Shareholder under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration2.5. (b) If The amount of any Loss sustained Losses incurred by an indemnified any Indemnified Party is covered shall be reduced by an the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policypolicies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or an indemnificationin connection with, contribution or similar obligation of another Person (a "Primary Obligor"), insurance payments for the indemnified Losses. Such Indemnified Party shall use commercially reasonable efforts to recover effect any such recovery. (c) For the Loss from the Primary Obligor; providedavoidance of doubt, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery any Liability under this Agreement shall be delayed or withheld due to the failure determined without duplication of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced recovery by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation reason of the underlying claim state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified no Indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by recover the same Losses or otherwise recover obtain payment, reimbursement or restitution for the same expenses more than once in respect of any amount from inaccuracy or breach of any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under provision of this ARTICLE VIIAgreement.

Limitations. (a) Transferor No amount shall not be liable under payable to the Purchaser or the Seller in satisfaction of claims for indemnification pursuant to Section 7.02(a)(i) with respect to any breach of, 8.1 or inaccuracy in, any Transferor Limited Representation Section 8.2 unless and until the aggregate amount of all such Losses arising therefrom exceeds an amount equal to 2.0% of $100,000 (the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Threshold”), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts once the Threshold has been reached, the respective Indemnified Party may make claims for indemnification and may receive amounts for all Losses (including the amount of the indemnified Party shall not require litigation or other extraordinary activitiesThreshold), (ii) the indemnified Party may attempt Threshold shall not apply with respect to recover any Losses resulting from, arising out of or relating to fraud or willful misconduct, and (C) no Losses resulting from a breach fraud or willful misconduct shall count towards satisfaction of the indemnifying Party Threshold. (b) The aggregate liability of the Seller for indemnification, and the aggregate amount of all payments required to be made by the Seller in satisfaction of claims for indemnification, under this Agreement before Agreement, shall not exceed five percent (5%) of the Purchase Price (the “Cap”). The Cap shall not apply to any Losses based upon, arising out of, with respect to, or simultaneously with such efforts and (iii) no indemnification by reason of, fraud or recovery under this Agreement willful misconduct. The attainment of the Cap shall be delayed computed without considering Losses based upon, arising out of, with respect to, or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. by reason of, fraud or willful misconduct. (c) The amount of any Losses for which an indemnifying Indemnified Party is responsible entitled to indemnity under this ARTICLE VII Article 8 shall be reduced by (i) the amounts actually recovered by an indemnified Party from a Primary Obligor, net amount of premium increases, deductibles and other costs reasonably incurred insurance proceeds realized by the indemnified Indemnified Party or its Affiliates with respect to such Losses and (ii) the amount of any Tax benefit actually recognized in connection with cash by the Indemnified Party or its Affiliates in the same Tax year in which the applicable Losses were incurred or in the following Tax year. (d) Each Indemnified Party shall take all commercially reasonable steps to mitigate any indemnifiable Loss. In the event the Indemnified Party shall fail to take, or cause to be taken, such recoverycommercially reasonable steps, including investigation of then notwithstanding anything in this Agreement to the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partycontrary, the indemnified Indemnifying Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be required to indemnify the Indemnified Party for that portion of Losses that would reasonably have been expected to have been avoided if the Indemnified Party had taken, or caused to be taken, such commercially reasonable steps. (e) Notwithstanding anything to the contrary contained herein, no Indemnified Party shall be entitled to be indemnified by any Claim arising from an alleged breach of any representation, warranty, covenant or otherwise recover any amount from any Transferred Company obligation of the Indemnifying Party if the Indemnified Party has knowledge of the facts or Hoshi if circumstances giving rise to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIalleged breach on the Closing Date.

Limitations. (a) Transferor Except with respect to Special Claims, the Buyer Indemnified Parties shall not be liable under Section 7.02(a)(i) with respect entitled to any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification pursuant to this Article X unless the Buyer Indemnified Parties have sustained Indemnified Losses in excess of $4,600,000 in the aggregate amount of all such Losses exceeds an amount equal to 2.0% of (the Consideration“Deductible”), in which event Transferor case the Buyer Indemnified Parties shall be liable for entitled to all such sustained Indemnified Losses from that are in excess of the first dollarDeductible (subject to Section 10.5(b) below); provided, however, that Buyer Indemnified Parties shall only be entitled to indemnification under this Article X for any individual Indemnified Loss (or group or series of Indemnified Losses based on substantially similar sets of facts or circumstances) in excess of $100,000 (a “Qualifying Loss”) and only the aggregate amount of all Qualifying Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% count in the calculation and determination of whether the ConsiderationDeductible has been satisfied. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary herein, the indemnified Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement with respect to any Losses to the extent that such Losses are already a part of or reflected as part of the Final Merger Consideration or Topco Closing Consideration. (c) The amount of any Indemnified Losses for which indemnification is provided under this Article X shall be net of (i) any amounts recovered by the Indemnified Party under insurance policies or otherwise with respect to such Indemnified Losses (other than the R&W Insurance Policy) and (ii) the amount of any Tax benefit recognized in cash by the Indemnified Party or any of its Affiliates in connection with such Indemnified Loss or any of the circumstances giving rise thereto; provided that to the extent a Tax benefit is received after an Indemnified Loss is paid to the Indemnified Party shall be required to remit such Tax benefit to the Indemnifying Party for payment; it being understood that the Shareholders’ Representative should be entitled to receive such amount on behalf of the Earthbound Holders and distribute such amount in accordance with the Residual Percentages. The Indemnified Parties shall use commercially reasonable efforts to recover pursue any available insurance policies or collateral sources, and in the Loss from event the Primary Obligor; providedIndemnified Parties receive any recovery, howeverthe amount of such recovery (which shall be net of any increases in premiums or deductibles relating thereto and expenses reasonably incurred by such Indemnified Parties in collecting such amount including reasonable attorney’s fees) shall be applied first, that to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X which would not have been so paid had such recovery been obtained prior to such payment, and second, any excess to the Buyer Indemnified Parties. (d) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party shall have any right to indemnification under this Article X with respect to any Losses to the extent such Losses (i) such efforts of relate to any item included on, or is a liability accrued for on or reserved or reflected in, the indemnified Party shall not require litigation Balance Sheet or other extraordinary activities, the Estimated Closing Statement; (ii) arise out of changes after the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before Closing Date in applicable Law or simultaneously with such efforts and interpretations or applications thereof; or (iii) no indemnification are duplicative of Losses that have previously been recovered hereunder. (e) Except with respect to any Losses resulting from a breach of any Tax Representation or recovery any matter referred to in Section 10.2(a)(iii), each of the parties agrees to take all commercially reasonable steps to mitigate its respective Indemnified Losses to the extent reasonably possible upon becoming aware of the occurrence of any event or condition that would reasonably be expected to result in Losses that are indemnifiable hereunder. In addition, Buyer acknowledges and agrees that the Earthbound Holders shall not have any liability under any provision of this Agreement to the extent that the applicable Loss was caused by actions taken by or on behalf of any Buyer Indemnified Party after the Closing. (f) Notwithstanding anything in this Agreement to the contrary, Indemnified Losses shall not include (i) any consequential or punitive damages, unless such Indemnified Losses are (A) recovered from an Indemnified Party pursuant to the Third-Party Claim or (B) solely in the case of consequential damages, the natural, probable and reasonably foreseeable result of the event that gave rise to such Indemnified Losses or (ii) any damages based on multiples of earnings or other financial metrics or loss of reputation or business opportunity. (g) Upon payment in full of any indemnification claim pursuant to this Article X, the Indemnifying Party shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party subrogated to the extent of such prior indemnificationpayment to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. Notwithstanding The Indemnified Parties shall permit the foregoingIndemnifying Party to use the name of such Indemnified Parties in any transaction or in any action or proceeding or other matter involving any of such rights, Transferor and the Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties, at the cost and expense of the Indemnifying Parties, to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. If any indemnification payment is received by any Indemnified Party from an Indemnifying Party pursuant to this Article X, and such Indemnified Party later receives a payment from another Person in respect of the identical Losses, such Indemnified Party shall promptly pay to such Indemnifying Party or its designee an amount equal to the lesser of (a) the actual amount of such payment received from such other Person and (b) the actual amount of the indemnification payment previously paid by such Indemnifying Party with respect to such Losses. (h) For purposes of determining the failure of any representations or warranties to be true and correct and calculating Losses hereunder, in each case solely for purposes of indemnification under this Article X, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded; provided that materiality qualifications shall not be entitled disregarded for purposes of (i) the definition of Permitted Liens, and any use of thereof in this Agreement, (ii) Section 4.6, (iii) Sections 4.9(b) and (c) (including references to materiality in Section 7.1 for the purposes of applying Section 4.9(c)), (iv) Section 4.12(b), (v) Section 4.15(a), the definition of “Material Contracts, and the use thereof in this Agreement, (vi) Sections 4.16(b)(iii) and (viii), (vii) Section 4.18, (viii) Section 4.19(b); (ix) Sections 4.21(f) and the definition of “Environmental Permits”, and the use thereof in this Agreement, (x) Section 4.24 or (xi) Sections 7.1(a)-(n). (i) No Indemnified Party shall have any right to assert any claim against any Indemnifying Party with respect to any alleged Loss, cause of action or other claim if such alleged Loss (a) is a possible or potential Loss, cause of action or claim that the Indemnified Party believes may be asserted rather than an actual Loss that has been paid or incurred by the Indemnified Party or a Third Party Claim that has actually been asserted against the Indemnified Party or (b) is with respect to which Indemnified Party has taken action (or caused action to be indemnified taken) to accelerate the time period in which such matter is asserted or payable. (j) The Seller Group shall have no right of contribution or other recourse against the members of the Company Group or their respective members, directors, officers, employees, affiliates, agents, attorneys, representatives, assigns or successors (other than a right of contribution from the other members of the Seller Group, in their capacity as a member of the Seller Group) for any Third-Party Claims asserted by or otherwise recover any amount from any Transferred the Buyer Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Company or Hoshi if such amount would constitute Losses Group are solely for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe benefit of the Buyer Indemnified Parties.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Any claim by an Indemnitee against an Indemnitor with respect to the breach or inaccuracy of any representation or warranty under this Agreement shall be payable by the Indemnitor only in the event that the accumulated amount of all claims with respect to the breach ofor inaccuracy of all representations or warranties that have been Definitively Resolved (as hereinafter defined) (for purposes hereof, "Settled Claims") against all such Indemnitors in the Seller Group, if the claim is against a Seller, or inaccuracy inall such claims against Indemnitors in the Buyer Group, any Transferor Limited Representation until if the claim is against a Buyer, shall exceed the amount of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (the "Indemnification Threshold"). At such time as the aggregate amount of all Settled Claims (involving breaches and/or inaccuracies of representations or warranties under this Agreement) against Indemnitors that constitute the Seller Group or the Buyer Group, as the case may be, shall exceed the Indemnification Threshold, such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor party shall then be liable on a dollar- for-dollar basis for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for claims which Transferor exceed the Indemnification Threshold. The Indemnification Threshold shall be liable under Section 7.02(a)(i) with respect not apply to any claims other than those involving a breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationa representation or warranty under this Agreement. (b) If For purposes hereof, a claim shall be deemed to have been "Definitively Resolved" when any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that following events has occurred: (i) such efforts a claim is settled by mutual agreement of the indemnified Party shall not require litigation or other extraordinary activities, Buyers and Sellers; (ii) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and time for taking an appeal has expired; or (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to a claim is the failure subject of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net RecoveryFinal Determination."). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. Notwithstanding anything herein to the contrary, but subject to the remainder of this Section 8.7 and each Party’s right to exercise any remedies available to it in the event of a CVT Event of Default (aas to TPG-Axon) Transferor or a TPG-Axon Event of Default (as to CVT) at law or in equity for such event, including all rights and remedies, as to TPG-Axon, of a secured party under the Code, in no event shall not any Party or any Indemnitee of such Party be liable under Section 7.02(a)(i) for any indirect, incidental, special or consequential, punitive or exemplary damages, including loss of profits, whether in contract or tort, regardless of whether the other Party shall be advised, shall have [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to any breach ofthe omitted portions. reason to know, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% in fact shall know of the Consideration, in which event Transferor shall be liable for all possibility of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, damages suffered or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified such other Party or any Indemnified Party in connection with such recoverythis Agreement, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent any such Damages are actually paid to a Third Person in connection with Section 8.4(a) of such prior indemnificationthis Agreement. Notwithstanding the foregoing, Transferor the limitations set forth in this Section 8.7 shall not apply to a Party’s claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation or intentional wrongful acts. In addition, the Parties acknowledge and agree that (a) TPG-Axon’s Damages, if any, for any indemnifiable events under this Agreement or in the event of any CVT Event of Default will typically include Damages for Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights but did not receive timely or at all due to such indemnifiable event or CVT Event of Default and (b) TPG-Axon shall be entitled to make indemnification claims for all such missing or delayed Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights as Damages hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this Article 8), and such missing or delayed Regadenoson Royalty payments and Related Regadenoson Payments that TPG-Axon was entitled to receive pursuant to its ownership of the TPG-Axon Royalty Interest and other Assigned Rights shall not be deemed indirect, incidental, special or consequential, punitive or exemplary damages, or lost profits, for any purpose of this Agreement. Additionally, notwithstanding the foregoing, in the event of any Breach or failure in performance of any covenant or agreement contained in this Agreement, the non-Breaching Party shall be entitled to be indemnified seek specific performance, injunctive or other equitable relief as set forth in Section 9.3 of this Agreement. For the avoidance of doubt, neither Party shall have any right to terminate this Agreement or any other Transaction Document as a result of any Breach by the other Party hereof or otherwise recover any amount from any Transferred Company or Hoshi thereof (except as set forth in Section 7.4), but instead shall have (x) in the case of TPG-Axon if such amount would constitute Losses Breach constitutes a CVT Event of Default, the right to exercise any remedies available to it in the event of a CVT Event of Default at law or in equity for which Transferor is such event, including all rights and remedies of a secured party under the Code, (y) in the case of CVT if such Breach constitutes a TPG-Axon Event of Default, the right to exercise any remedies available to it in the event of a TPG-Axon Event of Default at law or in equity for such event, and (z) otherwise liable for in the case of TPG-Axon and CVT the right to seek indemnification under this ARTICLE VIIArticle 8 and such specific performance.

Limitations. (a) Transferor For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds actually paid to Buyer, Company or the Company Subsidiary in respect of the Losses (net of any deductible amounts). (b) In calculating any Losses there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnified Party or any Affiliate thereof from any third Person with respect thereto, (ii) any Tax benefit or refund actually received by the applicable Indemnified Party or any Affiliate thereof as a result of such Losses in the Tax year any such Loss is suffered, which Tax benefit shall be calculated based on the actual reduction in the Tax liability of the Indemnified Party or any Affiliate thereof as shown on its Tax returns as filed for that Tax year, and (iii) the fair market value of any asset, right or other benefit of the Company or the Company Subsidiary which is discovered after the Closing Date to the extent that such asset or right was not be liable under Section 7.02(a)(i) reflected on the Most Recent Financial Statements. Any such amounts or benefits received by an Indemnified Party or any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of the amount paid by the Indemnitor to the Indemnified Party with respect to such claim. (c) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Article 10 shall be the sole and exclusive remedy for breach of, or inaccuracy in, any Transferor Limited Representation until representation, warranty, covenant or agreement contained herein or in the aggregate amount of all such Losses exceeds an amount equal officer’s certificate referred to 2.0% in Section 8.1, or otherwise in respect of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtransactions contemplated hereby. (bd) If No party shall have any Loss sustained by an indemnified Party is covered by an insurance policyliability for any special, exemplary, punitive or an indemnification, contribution consequential damages (including loss of profit or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (irevenue) such efforts of the indemnified Party shall not require litigation suffered or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIother party.

Limitations. The Company’s obligations under this Article VI are subject to the following limitations: (a) Transferor shall not The amount of an Indemnified Person’s indemnifiable Damages will be liable under Section 7.02(a)(ioffset by the amount of (x) any insurance proceeds actually recovered by such Indemnified Person from insurers and (y) any indemnity, contribution or other similar payments received by such Indemnified Person from Third-Parties (other than Affiliated Institutions) with respect to such Damages. (i) If an Indemnified Person receives mitigating insurance proceeds, recoveries from Third-Parties (other than Affiliated Institutions) for any breach ofindemnifiable Damages after an indemnification payment is made in respect of such Damages, or inaccuracy in, any Transferor Limited Representation until then the aggregate Indemnified Person will promptly pay to the Company the amount of all such Losses exceeds an amount equal insurance proceeds and third-party recoveries when and to 2.0% the extent actually received. An Indemnified Person need not remit to the Company any offsetting payment under this Section 6.4(a)(i) in excess of the Considerationamount previously paid by the Company to such Indemnified Person in respect of the underlying indemnifiable Damages. (ii) This Section 6.4(a) notwithstanding, an Indemnified Person may submit and pursue indemnity claims in which event Transferor shall accordance with this Article VI, and the Company will be liable for all such Losses obligated to indemnify the Indemnified Person, before the Indemnified Person has pursued any available recovery from the first dollar; providedinsurers and Third-Parties. (iii) The Company will, howeverand will cause its Subsidiaries to, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iuse commercially reasonable efforts to pursue available recoveries from insurers or Third-Parties (other than Affiliated Institutions) with respect pursuant to any breach ofcontractual rights to indemnification, reimbursement, offset or inaccuracy in, recovery against such Third-Parties in respect of any Transferor Limited Representation shall not exceed an amount equal indemnifiable Damages. Subject and secondary to 10.0% the preceding obligation of the ConsiderationCompany, an Indemnified Person seeking indemnity under this Article VI will use commercially reasonable efforts to timely pursue available recoveries from insurers or Third- Parties (other than Affiliated Institutions) pursuant to any contractual rights to indemnification, reimbursement, offset or recovery against such Third-Parties in respect of any indemnifiable Damages. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another An Indemnified Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall will not be entitled to recover or make a claim for any amounts in respect of special or punitive damages, other than such damages as the Indemnified Person may be indemnified by required to pay to Third-Parties as a result of the facts and circumstances underlying such indemnification claim. (c) Nothing in this Agreement may be construed to require or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for permit indemnification of an Indemnified Person to the extent not permitted under this ARTICLE VIIapplicable Law.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party indemnification is responsible provided under this ARTICLE VII Section 3.1 shall be reduced by the net of any amounts actually recovered by the Company Indemnitee with respect thereto under insurance policies; PROVIDED THAT no Company Indemnitee shall have any obligation to seek recovery of any such amounts under any insurance policies, and PROVIDED FURTHER that no indemnification payments otherwise due under Section 3.1 shall be delayed or offset in anticipation of the receipt by a Company Indemnitee of any insurance proceeds. If a Company Indemnitee receives any insurance payments with respect to Losses for which indemnification payments have previously been made, such Company Indemnitee shall promptly pay such insurance proceeds to the Indemnitor. (b) Notwithstanding anything in this Agreement to the contrary, (i) the indemnification obligations of SpecTran under this Section 3 shall expire five (5) years after the date hereof, (ii) SpecTran shall have no liability for any Losses for which indemnification is provided hereunder until the total of all such Losses exceeds $75,000 (but after the total of all such Losses exceeds $75,000, SpecTran shall be liable for the full amount of such Losses), and (iii) the total indemnification obligations of SpecTran for any and all Losses asserted under this Section 3 shall in no event exceed an indemnified Party from a Primary Obligoramount equal to the Purchase Price as defined in the Asset Purchase Agreement by and among the investor, net of premium increasesSpecTran, deductibles General Cable Industries, Inc. and General Cable Corporation. (c) In no event will any Indemnitor (other costs reasonably than the investor) be liable for any incidental, consequential, or special damages (including but not limited to damages for lost profits) incurred by the indemnified Party in connection with such recoveryany Indemnitee, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent of that such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled damages are actually determined or awarded to a third party and required to be indemnified paid by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe Indemnitee.

Limitations. (a) Transferor Subject to the other limitations set forth in this Agreement, (i) Buyer and Seller shall not be liable under Section 7.02(a)(i) with respect entitled to any breach ofbe indemnified pursuant to Sections 9.2(a), or inaccuracy in9.2(b), any Transferor Limited Representation until 9.3(a), and 9.3(b), as applicable, for Losses only if and to the extent that the aggregate amount of all such Losses incurred by Buyer or Seller (as applicable) exceeds an $5,000,000, and (ii) the maximum amount equal for which Seller will be liable to 2.0% of the Consideration, in which event Transferor Buyer under Section 9.2(a) or 9.2(b) or Buyer will be liable to Seller under Section 9.3(a) or 9.3(b) shall be $50,000,000. (b) No indemnifying Person shall be liable for any Losses that are indemnifiable under Sections 9.2(a) or 9.3(a) 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. (c) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall any Party be entitled to double recovery under this Agreement, and to the extent a Party is compensated for a matter through the Working Capital Adjustment or insurance recovery, such Party shall not have a separate right to indemnification such matter. Each Party agrees to use commercially reasonable efforts to collect all such Losses amounts recoverable under any applicable insurance policies. (d) Notwithstanding anything to the contrary contained in this Agreement, the limitations imposed by Sections 9.4(a) shall not apply to indemnification Claims with respect to Excluded Representations. (e) 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 (from the first dollarIndemnity Escrow Account), then Buyer or such Company, as applicable, will promptly 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, or pay to the Seller the amount it received from the Indemnity Escrow Account with respect to such Claim if the Base Survival Period has expired at such time. (f) For the purpose of determining the amount or value of a Claim for which indemnification is available under this ARTICLE IX, any references or qualifications in the underlying representation, warranty, covenant, or agreement with respect to materiality (including Material Adverse Effect) shall be disregarded; provided, however, that the aggregate amount representation of all Losses for which Transferor shall be liable under Seller in Section 7.02(a)(i3.10(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled considered to be indemnified qualified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIMaterial Adverse Effect.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyEXCEPT IN CONNECTION WITH THIRD-PERSON CLAIMS, or an indemnificationIN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, contribution or similar obligation of another Person INCIDENTAL, CONSEQUENTIAL (a "Primary Obligor"INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance and including injunctive relief pursuant to Section 8.13), if the indemnified Party Closing occurs, this Article XI shall use commercially reasonable efforts to recover be the Loss from the Primary Obligor; provided, however, that (i) such efforts exclusive remedy of the indemnified Party shall not require litigation parties hereto for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action of such party against the other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party party arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under any certificate delivered pursuant to this Agreement shall be delayed as a matter of equity or withheld due under or based upon any federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation (including those relating to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible Environmental Laws) or arising under or based upon common law or otherwise, except that this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Section 11.6(c) shall not be entitled limit the remedies of a party with respect to be indemnified a claim based on fraud. This Section 11.6(c) shall not affect the right of a party to pursue any remedy expressly permitted by any Seller Ancillary Agreement or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIBuyer Ancillary Agreement.

Limitations. (a) Transferor The rights of the Consonus Indemnified Parties, STI Indemnified Parties and Company Indemnified Parties (each an “Indemnified Party” and collectively, the “Indemnified Parties”) provided for in Section 7.2(a), Section 7.2(b) and Section 7.2(c) shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation apply unless and until the aggregate amount Consonus Related Losses or STI Related Losses, as the case may be, finally determined to be due to one or more the Indemnified Parties hereunder exceeds a cumulative aggregate of all such Losses exceeds an amount equal to 2.0% of $200,000 (the Consideration“Basket Amount”), in which event Transferor shall the Indemnified Parties shall, subject to the other limitations herein, be liable indemnified for all such Consonus Related Losses from or STI Related Losses, as the first dollar; providedcase may be, however, that including the aggregate Basket Amount. The Basket Amount is a separate amount for each of all the Consonus Related Losses for which Transferor and STI Related Losses. In no event shall be liable the Basket Amount apply to any of the Indemnified Parties rights to indemnification under Section 7.02(a)(i7.2(a), Section 7.2(b) with respect to any breach ofor Section 7.2(c) for: (i) Consonus Dissenting Share Payments or STI Dissenting Payments, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% (ii) for a breach of the Considerationrepresentations and warranties set forth in Section 2.1, Section 2.2, Section 2.4, Section 3.1, Section 3.2 and Section 3.4. (b) If The amount of any Loss sustained Consonus Losses or STI Losses, as the case may be, shall be net of any actual recovery (whether by an indemnified way of payment, discount, credit, off-set, counterclaim or otherwise) received from a third party (including any insurer) less any reasonable cost associated with receiving such recovery in respect of a claim made by the applicable Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")“Claim”) with respect thereto. To the extent that insurance or other form of recovery or reimbursement from a third party is available to the Indemnified Party to cover any item for which a Claim has been made hereunder, the indemnified Party party suffering the Loss shall use its commercially reasonable efforts to effect recovery under applicable insurance policies and warranties and otherwise pursue to conclusion available remedies or causes of action to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall its Claim as may be reduced by the amounts actually recovered by an indemnified Party available from a Primary Obligor, net of premium increases, deductibles and such other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIparty.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary, neither party shall be liable for any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with the breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein until the aggregate amount for which such Indemnified Party is entitled to indemnification with respect to all such Claims for indemnification in the aggregate exceeds One Million Dollars ($1,000,000) (the "Threshold"), at which time such party shall be liable for any such excess. In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article IX, only actual losses shall be considered. The Threshold shall not be liable under Section 7.02(a)(iapply (i) with respect to Buyer's claims hereunder, as to any Claims related to (A) the Excluded Assets, (B) the Retained Liabilities or (C) any breach of, or inaccuracy in, of any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal representation or warranty relating to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(iSections 2.07 (Inventory) and 2.12 (Accounts Receivable) and (ii) with respect to Seller's claims hereunder, as to any breach of, or inaccuracy in, any Transferor Limited Representation Claims related to the payment of all amounts due to Seller pursuant to Sections 1.05 (Payment of Purchase Price) and 1.05 (Post-Closing Adjustment). The Threshold shall not exceed apply as to any Claims arising from fraud committed by the Indemnifying Party against the Indemnified Party with respect to the transactions contemplated under this Agreement. The parties hereto waive as against each other any claim to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third person against an amount equal Indemnified Party in circumstances in which such Indemnified Party is entitled to 10.0% of the Considerationindemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be payable to such Indemnified Party hereunder. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")Notwithstanding anything to the contrary contained in this Article IX, the indemnified Party amount for which Buyer shall use commercially reasonable efforts to recover be entitled to, and Seller liable for, indemnification hereunder shall not exceed the Loss from the Primary Obligor; provided, however, that following: (i) such efforts the aggregate amount recoverable from Seller for indemnification claims arising from the representations and warranties of the indemnified Party Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall not require litigation or other extraordinary activities, exceed the excess of $25,000,000 over the Downward Adjustment Amount and (ii) the indemnified Party may attempt to recover aggregate amount recoverable from Seller for indemnification claims arising from the indemnifying Party under this Agreement before breach of any covenant by Seller or simultaneously the representations and warranties of Seller with such efforts respect to Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (iiiSoftware) no indemnification or recovery under this Agreement shall not exceed $5,000,000. Indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable) shall be delayed or withheld due to satisfied first from the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorAccounts Receivable/Inventory Holdback Amount and, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent the Accounts Receivable/Inventory Holdback Amount is insufficient to cover any such claims (subject to the maximum allowable amounts set forth in the preceding sentence), Seller agrees to satisfy any such claims. Indemnification claims arising from the representations and warranties of such prior indemnificationSeller with respect to Sections 2.03 (Assumed Contracts) and 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall be satisfied solely from the Escrow Amount. Seller and Buyer agree that under no circumstances shall the Escrow Agent release any of the Escrow Amount to Buyer to satisfy any amounts owed to Buyer in respect of any indemnification claims arising from the representations and warranties of Seller with respect to Sections 2.07 (Inventory) and 2.12 (Accounts Receivable). Notwithstanding the foregoing, Transferor if Seller has not paid any amounts due to Buyer on account of an undisputed Downward Adjustment Amount pursuant to Section 1.05 hereof, Seller agrees to use any funds remaining in the Escrow Amount immediately prior to its release to Seller, towards the satisfaction of each unpaid Downward Adjustment. (c) (Accounts Receivable) shall terminate on the later of (i) ninety (90) days following the Closing or (ii) fifteen (15) days following the resolution of any dispute relating to the Audit. The obligation of Seller to indemnify Buyer in connection with the representations and warranties of Seller contained in Sections 2.03 (Assumed Contracts), 2.04 (Intellectual Property), 2.05 (Title) and 2.13 (Software) shall terminate 6 months after the Closing Date. Notwithstanding the foregoing, the respective indemnification obligations of the parties hereunder shall not be entitled expire with respect to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi Claim brought within such specified time periods until the indemnification obligation, if any, with respect to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClaim shall have been finally determined and paid.

Limitations. (a) Transferor Nothing in this Agreement shall not be liable under Section 7.02(a)(i) with respect to limit the liability of the Company for any breach ofof any representation, warranty, covenant or inaccuracy in, any Transferor Limited Representation until agreement if the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall Merger is not exceed an amount equal to 10.0% of the Considerationconsummated. (b) If the Merger is consummated, the indemnification provisions set forth in Section 11.2 shall be the sole and exclusive remedy under this Agreement for the matters listed in the foregoing clauses (a)-(f) of Section 11.2, except in the case of fraud, willful breach or intentional misrepresentation. The Escrow Cash shall be the sole and exclusive security for Acquiror's indemnification claims under this Article 11. (c) If the Merger is consummated, notwithstanding anything contained herein to the contrary, Acquiror may not receive any Loss sustained Escrow Cash in respect of any claim for indemnification that is made pursuant to clauses (a)-(b) of Section 11.2 that does not involve fraud, willful breach or intentional misrepresentation unless and until Damages in an aggregate amount greater than $150,000 (the "DEDUCTIBLE") have been incurred, paid or properly accrued, in which case Acquiror may make claims for indemnification for only those Damages that exceed the Deductible. (d) If the Merger is consummated, notwithstanding anything to the contrary set forth herein, in determining the amount of any Damages, the amount of such Damages shall be calculated net of any insurance proceeds (net of any collection costs incurred by an indemnified Party is covered by an insurance policy, or an indemnificationAcquiror) and any indemnity, contribution or other similar obligation of another Person payment received by the Acquiror from any third party with respect thereto (a "Primary Obligor"), it being understood and hereby agreed that the indemnified Indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedcollect any available insurance proceeds and any indemnities, however, that (i) such efforts of the indemnified Party shall not require litigation contributions or other extraordinary activitiessimilar payments from third parties, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor but shall not be entitled required to be indemnified by commence litigation against any third parties). In the event that Acquiror shall collect any available insurance proceeds and any indemnities, contributions or otherwise recover other similar payments from third parties following its receipt of any Escrow Cash in respect of a claim hereunder but prior to the release of the Escrow Cash pursuant hereto, Acquiror shall redeposit into the Escrow Cash account the amounts so collected from the Escrow Cash in an amount from any Transferred Company equal to the amount of such proceeds or Hoshi if such other payments used to reduce the amount would constitute Losses for which Transferor is otherwise liable for indemnification under of Damages as set forth in the first sentence of this ARTICLE VIIparagraph.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Notwithstanding anything contained herein to any breach ofthe contrary, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal no party to 2.0% of the Consideration, in which event Transferor this Agreement shall be liable to any other party for all such Losses from the first dollarconsequential, special, exemplary, or punitive damages; provided, however, that the aggregate amount of all Losses for which Transferor an Indemnifying Party under this Agreement shall be liable to an Indemnified Party under Section 7.02(a)(i) this Agreement for all Third Party Claim amounts that include any of the foregoing types of damages. All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds received by the Indemnified Party as a result of the Adverse Consequences for which the Indemnified Party is seeking indemnification. Each party agrees to use reasonable commercial efforts to realize such insurance benefits. The maximum aggregate indemnification obligation of any Party with respect to any breach of, and all claims under this Agreement or inaccuracy in, any Transferor Limited Representation pursuant to the Transactions shall be capped at and shall not exceed an amount equal $18,500,000 (taking into account all indemnification payments previously made by such Party), except that indemnification obligations solely pursuant to 10.0% Section 8(b)(ii)(A) shall not be limited by this provision. Unless total Adverse Consequences for which a Party is entitled to indemnification pursuant to Section 8 exceed $185,000, such Party shall not be entitled to indemnification for such Adverse Consequences, except that indemnification obligations solely pursuant to Section 8(b)(ii)(B) shall not be limited by this provision. Each Party’s indemnification obligation with respect to a representation and warranty shall terminate upon the expiration and termination of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"representation and warranty pursuant to Section 8(a), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that if a Party asserts a claim for indemnification pursuant to Section 8(c) based on a breach of a representation and warranty in this Agreement prior to the expiration and termination of such representation or warranty, then with respect to the representation and warranty upon which such indemnification is based, the survival period of such representation and warranty shall be extended and shall not terminate with respect to such indemnification claim only until such claim is resolved. The indemnification obligations in Section 8(b)(ii)(B) and (iiv) such efforts shall terminate upon the fourth anniversary of the indemnified Closing Date; provided, however, that if a Party asserts a claim for indemnification pursuant to Section 8(c) based on Section 8(b)(ii)(B) or (iv), as applicable, prior to the fourth anniversary of the Closing Date, then with such indemnification claim, the survival period of such representation and warranty shall be extended and shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt terminate with respect to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for claim only until such Loss. The amount of any Losses for which an indemnifying Party claim is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIresolved.

Limitations. (a) Transferor The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall not be liable under Section 7.02(a)(ireduced by (i) the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such indemnity claim and by the aggregate amount of all any reasonably projected increase in insurance premiums directly attributable to such Losses exceeds indemnity claim (the “Insurance Recovery”) and (ii) the amount of (A) any tax benefit actually received in full in a single tax year or (B) the net present value of any tax benefits actually taken over multiple tax years, each as a result of an indemnification claim (individually or collectively, a “Tax Benefit”). If an Indemnified Party (or an Affiliate) receives any Insurance Recovery or Tax Benefit in connection with any claim for Damages for which it has already been fully indemnified by the Indemnifying Party, it shall pay to the Indemnifying Party, within 60 days of receiving such Insurance Recovery or Tax Benefit, as the case may be, an amount equal to 2.0% the excess, if any, of (x) the Considerationamount previously received by the Indemnified Party from the Indemnifying Party under this Article VI with respect to such claim plus the amount of any Insurance Recovery or Tax Benefit with respect to such claim over (y) the amount of Damages with respect to such claim. (b) An Indemnifying Party shall not be obligated to pay any amounts for indemnification pursuant to this Article VI until the aggregate indemnification obligation hereunder exceeds $75,000 (the “Deductible”), in which event Transferor whereupon such Indemnifying Party shall be liable for all such Losses from indemnifiable Damages incurred by the first dollarIndemnified Party; provided, however, that the aggregate amount Deductible shall not apply to claims for breach of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to Company Fundamental Representations or Buyer Fundamental Representations or any breach of, or inaccuracy in, failure to perform any Transferor Limited Representation covenant or agreement contained in this Agreement. (c) The aggregate liability of an Indemnifying Party under this Article VI shall not exceed an amount equal to 10.0% of $700,000 (the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Cap”), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Cap shall not require litigation apply to claims for breach of Company Fundamental Representations or other extraordinary activitiesBuyer Fundamental Representations, (ii) claims of fraud or willful misconduct, or any breach or failure to perform any covenant or agreement contained in this Agreement; and provided further that, notwithstanding the indemnified Party may attempt foregoing, in no event shall the aggregate liability for claims for breach of Company Fundamental Representations, Buyer Fundamental Representations or any breach or failure to recover from the indemnifying Party under perform any covenant or agreement contained in this Agreement before or simultaneously with such efforts and exceed the Purchase Price. (iiid) no indemnification or recovery under this Agreement shall be delayed or withheld due to For purposes of calculating the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably Damages incurred by the indemnified Party in connection with any such recoverymisrepresentation, including investigation breach of warranty, or nonfulfillment of any covenant or agreement, any and all references to material (or other correlative terms) shall be disregarded. (e) Except for such Damages as are expressly included in the definition thereof and except for Damages arising from Third Party Claims, no party hereto shall be entitled to indemnification for lost profits, diminution in value, or consequential, special, exemplary, punitive, indirect, incidental or special damages. (f) Except with respect to claims related to fraud, for equitable relief or arising under the Ancillary Agreements, the rights of the underlying claim Indemnified Parties under this Article VI shall be the sole and exclusive remedies of collection (such amountthe Indemnified Parties with respect to claims under, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery or otherwise relating to the indemnifying Party transactions that are the subject of, this Agreement. (g) Except to the extent such Damages arise solely from bad faith, fraud or willful misconduct of such prior indemnification. Notwithstanding the foregoingCompany or from a breach of the Company’s obligations under Section 4.8, Transferor the Company shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification any Damages arising from the preparation of the Required Financial Statements, the results therefrom (including, but not limited to, claims for breach of the representations and warranties set forth in Section 2.4, but not including a breach of any of the other representations or warranties of the Company), or the inclusion of the Required Financial Statements in any report filed by Buyer Parent with the SEC under this ARTICLE VIIthe 1934 Act or any registration statement filed by Buyer Parent under the 1933 Act.

Limitations. (a) Transferor The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall not be liable under Section 7.02(a)(ireduced by the amount of any insurance payment actually received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim, net of the amount of any breach ofreasonably projected increase in insurance premiums directly attributable to such indemnity claim (net of any expenses (including any Taxes) associated with claiming or receiving such insurance recovery)) (the “Insurance Recovery”). If an Indemnified Party (or an Affiliate) receives any Insurance Recovery 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 60 days of receiving such Insurance Recovery, an amount equal to the excess, if any, of (x) the amount previously received by the Indemnified Party from the Indemnifying Party under this Article VI with respect to such claim plus the amount of any Insurance Recovery with respect to such claim over (y) the amount of Damages with respect to such claim; provided, that, (i) no Indemnified Party shall be subject to any obligation to bring an Action against its insurance company in order to pursue recovery in respect of any indemnifiable Damages under any such insurance policy and (ii) no indemnification payment payable hereunder shall be conditioned, withheld, or inaccuracy indelayed as a result of any Indemnified Party not having sought, realized or received any Transferor Limited Representation insurance proceeds. (b) The Company shall not be obligated to pay any amounts for indemnification in respect of claims under Section 6.1(a) until the aggregate amount of all such Losses indemnification obligations hereunder exceeds an amount equal to 2.0% of $400,000 (the Consideration“Buyer Deductible”), in which event Transferor whereupon the Company shall be liable for all such Losses from indemnifiable Damages incurred by the first dollarBuyer in excess of the Buyer Deductible; provided, however, that the aggregate amount foregoing limitation shall not apply to claims for breach or inaccuracy of all Losses the Company Fundamental Representations or the representations and warranties in Section 2.3(b) or claims for which Transferor fraud. Notwithstanding the foregoing, the Company shall not be liable obligated to pay any amounts of Damages in respect of any claim under Section 7.02(a)(i6.1(a) with unless such Damages in respect to any breach of, of such claim (or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% aggregated Damages in respect of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, claims arising out of or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss resulting from the Primary Obligorsame or substantially similar facts, events or circumstances) exceed $50,000; provided, however, that (i) such efforts the foregoing limitation shall not apply to claims for breach or inaccuracy of the indemnified Party Company Fundamental Representations or the representations and warranties in Section 2.3(b) or claims for fraud. (c) The Buyer shall not require litigation or other extraordinary activitiesbe obligated to pay any amounts for indemnification in respect of claims under Section 6.2(a) until the aggregate amount of such indemnification obligations hereunder exceeds $400,000 (the “Company Deductible”), (ii) whereupon the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement Buyer shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party liable for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably all indemnifiable Damages incurred by the indemnified Party Company in connection with such recovery, including investigation excess of the underlying claim and Company Deductible; provided, however, that the foregoing limitation shall not apply to claims for breach or inaccuracy of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnificationBuyer Fundamental Representations or claims for fraud. Notwithstanding the foregoing, Transferor the Buyer shall not be obligated to pay any amounts of Damages in respect of any claim under Section 6.2(a) unless such Damages in respect of such claim (or aggregated Damages in respect of claims arising out of or resulting from the same or substantially similar facts, events or circumstances) exceed $50,000; provided, however, that the foregoing limitation shall not apply to claims for breach or inaccuracy of Buyer Fundamental Representations or claims for fraud. (d) The aggregate liability of an Indemnifying Party under this Article VI shall not exceed (i) in respect of claims for indemnification pursuant to Section 6.1(a) (other than with respect to the Company Fundamental Representations, the representations and warranties in Section 2.3(b) or fraud) or in respect of claims for indemnification pursuant to Section 6.2(a) (other than with respect to the Buyer Fundamental Representations or fraud), $5,000,000 (the “Cap”), (ii) in respect of any other claims for indemnification (other than with respect to the Authority Representations, the representations and warranties in Section 2.3(b), or fraud), $30,000,000, (iii) in respect of claims for indemnification with respect to representations and warranties in Section 2.3(b), $10,000,000, and (iv) in respect of claims for indemnification pursuant to Section 6.1(a) (with respect to the Company’s Authority Representations) or Section 6.2(b) (with respect to the Buyer’s Authority Representations), $80,000,000; provided, that nothing in this Section 6.5(d) shall apply to any Damages arising from any fraud. (e) For purposes of determining Damages incurred in connection with any breach or inaccuracy of any representation and warranty (but not the existence of such breach or inaccuracy), any and all references to “material,” “materiality,” “Material Adverse Effect” or other correlative terms shall be disregarded; provided, that, reference to “Material Adverse Effect” in Section 2.15(a) and “Buyer Material Adverse Effect” in Section 3.16(a) shall not be so disregarded. (f) Except for such Damages as are expressly included in the definition thereof, no party hereto shall be entitled to indemnification for any consequential damages that are not reasonably foreseeable or punitive damages, in each case, except if and to the extent any such damages are payable by an Indemnified Party pursuant to a Third Party Claim, and except in the case of fraud. (g) Except with respect to claims related to fraud, for equitable relief or arising under the Ancillary Agreements, the rights of the Indemnified Parties under this Article VI shall be indemnified by the sole and exclusive remedies of the Indemnified Parties with respect to claims under, or otherwise recover relating to the transactions that are the subject of, this Agreement. (h) Other than with respect to fraud, no Indemnifying Party shall have any amount from liability under this Article VI for any Transferred inaccuracy in or breach of a representation or warranty by such Indemnifying Party in this Agreement to the extent that: (a) with respect to the Company as the Indemnifying Party, any of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Hoshi if ▇▇▇▇▇ ▇▇▇▇▇▇▇ had actual knowledge prior to the date of the Agreement of all material facts related to such amount would constitute Losses matter and understood prior to the date of the Agreement that such facts constituted a breach or inaccuracy of such representation or warranty and that the Company did not have actual Knowledge of all such material facts related to such matter (it being understood that materials included in the Company’s due diligence data room prior to the date of the Agreement shall be deemed to be within the actual Knowledge of the Company for which Transferor is otherwise liable purposes of this clause (a)) and (b) with respect to the Buyer as the Indemnifying Party, either of ▇▇▇▇ ▇▇▇▇▇ or ▇▇▇ ▇▇▇▇ had actual knowledge prior to the date of the Agreement of all material facts related to such matter and understood prior to the date of the Agreement that such facts constituted a breach or inaccuracy of such representation or warranty and that the Buyer did not have actual Knowledge of all such material facts related to such matter (it being understood that materials included in the Buyer’s due diligence data room prior to the date of the Agreement shall be deemed to be within the actual Knowledge of the Buyer for purposes of this clause (b)). The right to indemnification under this ARTICLE VIIArticle VI shall not be affected by any investigation conducted by any Indemnified Party after the date hereof or Knowledge acquired (or capable of being acquired) after the date hereof by the Indemnified Party or any other Person. (i) For the avoidance of doubt, under no circumstances will any party be entitled to recover for the same Damages more than once under this Agreement or under more than one provision of this Agreement.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) If the Indemnified Party receives insurance proceeds with respect to any breach of, an indemnified Loss or inaccuracy in, any Transferor Limited Representation until Expense after the aggregate full amount of all such Losses exceeds indemnified Loss has been paid by the Indemnifying Party, then such Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to 2.0% the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnified Loss or Expense, less (ii) the amount of the Considerationindemnity payment that would have been due if such insurance proceeds in respect thereof had been received before the indemnity payment was made, net of any expenses incurred by such Indemnified Party in which event Transferor shall be liable for all collecting such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationinsurance proceeds. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Seller shall not require litigation or other extraordinary activitiesbe required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) if, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party only to the extent that, any Losses or Expenses incurred by such Buyer Group Member were received by, or otherwise credited to, Buyer in the computation of the Final Cash Purchase Price pursuant to Section 3.3 (including by means of any reserve set forth in the Net Working Capital Adjustment Report with respect to the type of such prior matter). (c) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including, but not limited to, specific performance), this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. (d) Notwithstanding anything to the contrary contained herein, the Seller shall be liable, without any right of claim against the Company, for any breach of the representations and warranties by the Company contained herein made as of the date hereof or as of the Closing Date or pursuant to the certificate delivered pursuant to Section 9.1. After the Closing, Seller shall have no rights against the Company, its Subsidiary or any director, officer, or employee thereof (in their capacity as such), whether by reason of contribution, indemnification. Notwithstanding the foregoing, Transferor reimbursement, subrogation, or otherwise, in respect of any payment by Seller for any Losses or Expenses claimed by any Buyer Party pursuant to this Agreement and Seller shall not be entitled take any action against such Person with respect thereto. The Company, its Subsidiary and any director, officer or employee thereof shall have no liability or obligation to be indemnified Seller with respect to any representation by the Company contained herein, and Seller has no right of indemnification, reimbursement contribution, subrogation or otherwise recover from the Company, its Subsidiary or any amount from any Transferred Company director, officer or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIemployee thereof.

Limitations. The limitations of this Subsection (ae) Transferor shall not be liable under Section 7.02(a)(i) apply to the representations, warranties or covenants with respect to tax. (i) No party shall be liable to the other under this SECTION 10.3 for any breach of, or inaccuracy in, any Transferor Limited Representation Damages until the aggregate amount of Damages due the Indemnified Party exceeds an accumulated total of One Hundred Thousand Dollars ($100,000) in which case, the Indemnified Party shall be entitled to the amount of all such Losses exceeds Damages (including the first One Hundred Thousand Dollars of such Damages) up to a maximum aggregate amount of $31,000,000, PROVIDED, HOWEVER, that this limitation shall not apply with respect to Damages arising out of a breach of a representation or warranty contained in SECTION 4.18 nor shall the aforementioned One Hundred Thousand Dollars ($100,000) apply to Primark's payment obligations under this Agreement. (ii) The amount which any Indemnifying Party is required to pay to any Indemnified Party pursuant to SECTION 10.3 shall be reduced by any insurance proceeds actually recovered by the Indemnified Party in reduction of the Damages. In addition, if any Indemnified Party that receives insurance proceeds in respect of a Claim has been indemnified already by the Indemnifying Party, such Indemnified Party shall reimburse the Indemnifying Party from such insurance proceeds to the extent of the amount paid by the Indemnifying Party. (iii) If an Indemnitee actually receives a tax savings by reason of having incurred Damages for which Indemnitee has received a payment from the Indemnifying Party, then the Indemnitee shall reimburse the Indemnifying Party by an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtax savings. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (ai) Transferor The parties' rights to indemnification under this Section 10 shall not be liable under available only if a party entitled to indemnification pursuant to this Section 7.02(a)(i) 10 delivers written notice to the party or parties required to provide indemnification, setting forth in detail the factual basis for indemnification and the amount thereof, or a good faith estimate thereof, sought to be indemnified (the "Indemnification Notice"). The indemnified party or parties shall use its or their best efforts to provide in its or their Indemnification Notice sufficient detail to enable the indemnifying party or parties to evaluate the claim. Except with respect to Indemnification Claims covered by Section 10(d) (which relates to third party claims), within 30 days (the "Objection Period") of the date such Indemnification Notice is given, the indemnifying party shall respond to the Indemnification Notice. The indemnifying party shall be entitled to cure any breach ofdefault which is capable of cure during the Objection Period, or inaccuracy in, any Transferor Limited Representation until and the aggregate amount of all such Losses exceeds an the claim for indemnification contained in the Indemnification Notice shall be reduced by the amount equal to 2.0% of the Considerationdamages mitigated by cure[; and, to the extent that any default relates to a matter covered by Section 10(i) hereof, payments made or to be made thereunder shall be deemed to be payments made to cure such defaults, in which event Transferor whole or in part]. If the indemnifying party or parties agree in writing during the Objection Period to accept any of the claims included in the Indemnification Notice, such party shall promptly pay the amounts so agreed upon. In all other cases, the indemnified party or parties and the indemnifying party or parties shall use their respective good faith reasonable efforts to resolve the dispute within 60 days of the date such Indemnification Notice is given (the "Settlement Period"). If the dispute is not resolved within the Settlement Period, the parties shall be liable for all such Losses from the first dollarfree to commence litigation to enforce their rights to indemnification under this Section 10; provided, however, that if such litigation has not been -------- ------- commenced on or prior to six months following the aggregate amount date such Indemnification Notice is given, all rights of all Losses for which Transferor shall be liable under Section 7.02(a)(i) the indemnified party or parties to indemnification with respect to any breach ofthe matters set forth in that Indemnification Notice shall be deemed to have been irrevocably waived and released by the indemnified party or parties, or inaccuracy in, any Transferor Limited Representation and shall not exceed an amount equal to 10.0% of the Considerationterminate and expire. (bii) If Notwithstanding any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation provision of another Person (a "Primary Obligor")this Section 10 to the contrary, the indemnified Party shall use commercially reasonable efforts parties' rights to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts indemnification for breaches of the indemnified Party shall not require litigation or other extraordinary activities, (iirepresentations and warranties contained in Section 9(a) of the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Initial Strategic Stockholders Agreement shall be delayed or withheld due available only if the party entitled to such indemnification delivers and Indemnification Notice with respect to such claim prior to the failure of any Primary Obligor to have paid date which is 24 months from the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation date of the underlying claim and of collection Initial Strategic Stockholders Agreement (such amount, a the "Net RecoveryIndemnification Period"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying PartyThe rights of the Parties to this Agreement to indemnification under this Section 10 relating to any other representation or warranty shall survive the closing under the Initial Strategic Stockholders Agreement and the execution and delivery of this Agreement, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor and shall not be entitled subject to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe foregoing Indemnification Period.

Limitations. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the aggregate liability of a Party under this Agreement exceed the Final Cash Consideration (less the amount of any insurance proceeds received by the Buyer Indemnitees (including under the RWI Policy), in the case of Sellers’ aggregate liability). (a) Transferor Except in the case of Fraud, a Buyer Indemnitee shall use its commercially reasonable efforts to recover for any Losses under the RWI Policy in connection with any claim that is or would reasonably be recoverable under the RWI Policy, prior to seeking indemnification under this Agreement (to the extent that such Buyer Indemnitee is entitled to indemnification for such Losses hereunder); provided that (w) Buyers shall have satisfied such obligation if they have made a claim under the RWI Policy (together with any supporting information reasonably requested by the insurer) and have used commercially reasonable efforts to pursue recovery thereunder for the Losses for which such indemnification is sought and the insurer has, in whole or in part, denied such claim under the RWI Policy or the insurer under the RWI Policy has asserted that coverage for such Losses is not available under the RWI Policy for any reason, including as a result of any exclusion or coverage limitation of the RWI Policy, (x) Buyers shall have provided to Sellers copies of all claim notices to and correspondence with the insurer regarding its pursuit of recovery for such Losses, (y) Buyers shall be liable under no obligation pursuant to this Section 7.02(a)(i) 7.5 with respect to any breach of(i) Reorganization Taxes, (ii) Transfer Taxes related to the Bielefeld Operations(iii) Secondary Tax Liabilities under German Tax Law, (iv) Taxes arising in connection with any Seller Transaction Expenses, (v) Taxes arising in connection with the termination (including any waiver) or settlement of Intercompany Agreements, or inaccuracy in, any Transferor Limited Representation until (vi) matters related to the aggregate amount of all such Losses exceeds an amount equal to 2.0% effectiveness of the ConsiderationDPLTA or CIT/TT Fiscal Unity or the effectiveness or non-effectiveness of a VAT Fiscal Unity, or (vii) matters arising in which event Transferor connection with the termination of the DPLTA or the settlement of any claims under the DPLTA or any arrangements arising therefrom (e.g., transfer of a loan claim of BOG Seller 1 to BOG that has arisen from the conversion of a profit transfer claim), including in each case (i) through (vii) any interest, surcharge or other ancillary payments relating to any item within the meaning of (i) through (vii), even if arising or accruing only after the Closing, and (z) Buyers shall have no obligation to make any claim under the RWI Policy once the claims period under the RWI Policy has expired or Buyers have recovered for Losses under the RWI Policy up to the coverage limitation thereunder. Any claim made under the RWI Policy and in accordance with this Section 7.5(a) shall be liable for all such Losses from deemed to have been validly made against the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Sellers under Section 7.02(a)(i) with 7.6 and such claim shall survive indefinitely. To the extent ▇▇▇▇▇▇ have made claims under the RWI Policy in respect of Seller Indemnified Taxes that have resulted in exceeding the coverage limitations under the RWI Policy, Seller shall indemnify, defend and hold harmless Buyers to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal the same extent Buyers would have been entitled to 10.0% of coverage under the ConsiderationRWI Policy had no such claims been made pursuant to this Section 7.5(a). (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation Without limiting the last sentence of another Person (a "Primary Obligor"Section 7.5(a), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible that are subject to indemnification, compensation or reimbursement under this ARTICLE Article VII shall be reduced by the amounts amount of any insurance proceeds actually recovered received by an indemnified the Indemnified Party from a Primary Obligorin respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses, net of premium increasesthe costs of collection, deductibles increase in premiums attributable to receipt of such payments and other costs reasonably incurred by the indemnified Taxes (“Third-Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified Party recovers from a Primary Obligor after being indemnified (directly or indirectly) by an indemnifying Indemnifying Party, the indemnified Indemnified Party shall refund the Net Recovery promptly pay to the indemnifying Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. (c) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article VII to the extent such Losses were specifically taken into account in the determination of such prior indemnificationthe amounts reflected in the adjustments to the Final Cash Consideration. (d) No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the RWI Policy) more than once in respect of the same Losses suffered. Notwithstanding In the foregoingevent that any circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, Transferor the relevant party shall not be entitled to be indemnified or make recovery only once in respect of any such Losses incurred. (e) Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties shall not be limited by the fact that any Indemnified Party (i) had actual or otherwise recover constructive knowledge (regardless of whether such knowledge was obtained through such Indemnified Party’s own investigation or through disclosure by the other Party, its Representatives or any amount from other Person) of any Transferred Company breach, event or Hoshi if such amount would constitute circumstance, whether before or after the execution and delivery of this Agreement or the Closing, or (ii) waived (A) any breach of representation or compliance with any covenant or (B) any condition to the Closing set forth in Article V. (f) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall have any liability to an Indemnified Party in respect of, and Losses for which Transferor is otherwise liable shall not include, any punitive or other similar damages unless awarded to a third party or any consequential or incidental damages unless a reasonably foreseeable consequence of the matter giving rise to a claim for indemnification under this ARTICLE VIIhereunder.

Limitations. (ai) Transferor shall Notwithstanding anything in this Agreement to the contrary, Buyer will not be liable to any Seller Party for any Losses under Section 7.02(a)(i6.3(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation unless and until the aggregate amount of the Losses relating to all such Losses claims exceeds an amount equal to 2.0% of the ConsiderationThreshold, in at which event Transferor time Buyer shall be liable for the amount of all such Losses from the first dollar; provided, however, that dollar in accordance with the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorterms hereof; provided, however, that (ix) such efforts Buyer shall not have any liability for any claim (or series of related claims) that involves Losses of less than the De Minimis Amount and (y) any claim (or series of related claims) that involves Losses of less than the De Minimis Amount shall not apply towards the satisfaction of the indemnified Party Threshold; provided, however, that neither the Threshold nor the De Minimis Amount shall not require litigation or other extraordinary activities, apply to the Losses resulting from breaches of the Seller Fundamental Representations. (ii) the indemnified In no event will any Seller Party may attempt be entitled to recover from the indemnifying Party under this Agreement before or simultaneously with make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits, or diminutions in value, in each case, suffered by such efforts and Seller Party. (iii) In determining the liability of a Party for indemnification pursuant to this Article 6, no indemnification or recovery under this Agreement Loss shall be delayed or withheld due deemed to have been sustained to the failure extent of any Primary Obligor to have paid the indemnified Party for proceeds previously received by such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, any insurance recovery (net of premium increases, deductibles and other all out-of-pocket costs reasonably incurred by the indemnified Party in connection with directly related to such recovery, including investigation ) or other recovery from a third party (net of the underlying claim and of collection (all out-of-pocket costs directly related to such amount, a "Net Recovery"recovery). If an indemnified amount is actually recovered from an insurance carrier or other third party after a payment has been made by the Indemnifying Party recovers from a Primary Obligor after being indemnified by an indemnifying Partypursuant to this Article 6, then the indemnified Party party receiving such amount shall refund the Net Recovery promptly remit such amount to the indemnifying Party Indemnifying Party. (iv) The Seller Parties will use commercially reasonable efforts to the extent mitigate any Losses upon becoming aware of any event, fact or circumstance that would reasonably be expected to, or does, give rise to such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIILoss.

Limitations. (a) Transferor Notwithstanding anything contained herein, in no event shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall obligations and liability of Guarantor be liable for all such Losses from greater than the first dollarobligations and liability of Subsidiary Member and Lender under the Agreements with the Company; provided, however, that the aggregate amount obligations and liability of all Losses for which Transferor the Guarantor under this Guaranty shall not be liable under Section 7.02(a)(i) with respect to any breach ofdischarged or released by reason of the discharge or release of Subsidiary Member or Lender in bankruptcy, receivership or other proceedings, a disaffirmation or rejection of the Agreements, or inaccuracy inany of them, by Subsidiary Member or Lender or a trustee, custodian or other representative in bankruptcy, or any Transferor Limited Representation shall not exceed an amount equal to 10.0% other stay or other enforcement restriction, or other reduction, modification, impairment or limitation of liability or remedy of the ConsiderationCompany that would not have been applicable if Guarantor was the original obligor under the Agreements (such as, for example, a lack of corporate authority of the Subsidiary Member). (b) If any Loss sustained Except for the amounts referred to in Section 3.1(b)(ii)(A) and (B) of the LLC Agreement or as may in the future be expressly agreed by an indemnified Party is covered by an insurance policySubsidiary Member in writing (collectively, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"“Subsidiary Unilateral Obligations”), Parent shall not be required to make payments under this Guaranty unless HRI Parent is simultaneously making equal payments under the indemnified Party HRI Parent Guaranty Agreement, as evidenced by a bank statement or screen printout showing available funds. (c) Guarantor’s obligation to contribute funds shall use commercially reasonable efforts extend to recover any expenditure required to achieve Environmental Compliance, whether or not such expenditure occurs during the Loss from term of the Primary ObligorLLC Agreement or thereafter as a result of Operations under the LLC Agreement; provided, however, that (i) such efforts the maximum amount for which Guarantor shall be liable pursuant to this sentence shall not exceed the sum of all distributions received by Subsidiary Member under the LLC Agreement minus any amount previously funded by Guarantor under this Guaranty or as an additional Capital Contribution by the Subsidiary Member under the Agreements for Environmental Compliance and provided further that this Guaranty shall not apply to any Environmental Liability that does not relate to the period that the Subsidiary Member is a Member of the indemnified Party Company. (d) This Guaranty shall not require litigation terminate and be of no further force or other extraordinary activitieseffect upon the commencement of a case under any insolvency or bankruptcy law by (or an involuntary case against) Uranium Resources, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.Inc.

Limitations. (a) Transferor In the event a party is entitled to indemnification pursuant to Sections 7.1 or 7.2 (the “Indemnified Party”), no indemnification shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until made unless the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the ConsiderationIndemnified Amounts for the Indemnified Party exceed US$250,000 and, in which event Transferor such event, indemnification shall be liable for all such Losses from made to the first dollar; provided, however, that Indemnified Party only to the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not extent the Indemnified Party’s Indemnified Amounts exceed an amount equal to 10.0% of the ConsiderationUS$250,000. (b) If The amount of any Loss sustained Indemnified Amounts shall be reduced by an indemnified (A) any insurance proceeds (net of retroactive premiums related to such Indemnified Amounts) received by the Indemnified Party is covered by an with respect to such Indemnified Amounts under any insurance policy, coverage or an indemnification, contribution or similar obligation from any other party alleged to be responsible for such Indemnified Amounts and (B) the amount of another Person (a "Primary Obligor"), any net tax benefit available to the indemnified Indemnified Party relating to such the Indemnified Amounts. The Indemnified Party shall use commercially reasonable efforts to recover the Loss collect any amounts available under such insurance coverage and from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor party alleged to have paid responsibility, and the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Indemnified Party in such efforts shall be considered in determining the amount of Indemnified Amounts. If the Indemnified Party receives an amount under insurance coverage or from such other party with respect to the Indemnified Amounts at any time subsequent to any indemnification provided by the indemnitor under this Article VII, then such Indemnified Party shall promptly reimburse the indemnitor for any payment made or expense incurred by the indemnitor in connection with providing such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery indemnification up to the indemnifying Party to net amount received by the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Party.

Limitations. (a) Transferor shall not be liable Subject to the limitations set forth in Section 7.3(b), any payment to a Buyer Indemnified Party in respect of any claim for indemnification properly asserted by any Buyer Indemnified Party under Section 7.02(a)(i7.2(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until shall first reduce the aggregate amount of all such Losses exceeds an amount equal any Consideration Shares issuable pursuant to 2.0% of this Agreement, and after which, Buyer may next seek recourse against the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationShareholders directly. (b) If Any payment by the the Shareholders or Buyer or Buyer pursuant to Section 7.2 or Section 7.3, as applicable, in respect of any Loss sustained indemnification properly asserted by an indemnified any Indemnified Party is covered by an shall be limited to the amount of any Damages that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment actually received by an Indemnified Party in respect of another Person any such claim (a "Primary Obligor"net of any deductible or any other expense incurred by the Indemnified Party in obtaining such recovery). (c) No Indemnified Party shall be entitled to double recovery for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (d) Except with respect to any Damages arising from any fraud by the Company, the indemnified Party shall use commercially reasonable efforts to recover Shareholders or their Affiliates, the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party Shareholders shall not require litigation or other extraordinary activitiesbe liable for any Damages in excess of $12,000,000. (e) Notwithstanding anything to the contrary set forth herein, (ii) the indemnified Party may attempt Buyer Indemnified Parties shall have no right to recover from the indemnifying Party indemnification under this Agreement before with respect to, or simultaneously with based on, Taxes to the extent such efforts and Taxes (iiiA) no indemnification are attributable to Tax periods (or recovery under this Agreement shall be delayed or withheld portions thereof) beginning after the Closing Date, (B) are due to the failure unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party net operating losses, credits or other Tax attribute from a Primary ObligorTax period (or portion thereof) ending on or before the Closing Date, net (C) result from transactions or actions taken by Buyer or any of premium increasesits Affiliates (including, deductibles and other costs reasonably incurred for the avoidance of doubt, the Company) after the Closing that are not specifically contemplated by the indemnified Party in connection with such recoverythis Agreement, including investigation of the underlying claim and of collection (such amountD) result from any Buyer financing transaction, a "Net Recovery"). If an indemnified Party recovers or (E) do not arise from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthird party claim.

Limitations. Notwithstanding anything to the contrary herein: (a) Transferor shall not be liable Any claim by an indemnified party against any indemnifying party under Section 7.02(a)(ithis Agreement (other than a claim under Sections 9.4(a) with respect to any breach ofor (9.4(b), or inaccuracy inArticles V-VIII, any Transferor Limited Representation until or Sections 9.1-9.3, 9.5-9.8 and 12.15-12.18) shall be payable by the aggregate indemnifying party only in the event and to the extent that the accumulated amount of all claims in respect of such Losses exceeds an indemnifying party's obligations to indemnify under this Agreement shall exceed the amount equal to 2.0% of the Consideration, $100,000 in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of (the Consideration"Indemnification Threshold"). (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, party becomes aware of any breach of any representation or an indemnification, contribution warranty or similar any breach or non-fulfillment of any covenant or obligation of another Person (a "Primary Obligor")party hereunder, the party becoming so aware shall promptly notify the other party or parties of such breach or non-fulfillment and afford such other party or parties a reasonable opportunity to cure such breach or non-fulfillment prior to seeking any indemnification hereunder. An indemnified Party shall use commercially reasonable efforts party's failure to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party give timely notice shall not require litigation constitute a defense (in part or other extraordinary activities, (iiin whole) to any claim for indemnification by such party except and only to the indemnified Party may attempt extent that such failure shall result in any material prejudice to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and party. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which damages payable by an indemnifying Party is responsible under this ARTICLE VII party to an indemnified party hereunder with respect to a claim based on particular facts, circumstances or liabilities shall be reduced by amounts previously paid by such indemnifying party or its affiliates with respect to such facts, circumstances or liabilities to the amounts actually recovered by an extent such recovery constitutes a double recovery for the same claim. (d) Each indemnified Party from a Primary Obligorparty shall use reasonable efforts to mitigate damages with respect to claims hereunder. The indemnifying party shall, net of premium increases, deductibles and other costs reasonably incurred by upon payment to the indemnified Party in connection party of damages with such recoveryrespect to any claim, including investigation be subrogated to the rights of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery party against third parties with respect to the indemnifying Party matters forming the basis for such claim, to the extent of such prior indemnificationdamages paid. Notwithstanding The foregoing subrogation rights shall in no event permit the foregoing, Transferor shall not be entitled indemnifying party to be pursue any claims against any Affiliate of the indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIparty.

Limitations. (a) Transferor shall not be The aggregate amount for which Prelude and its Affiliates is liable under pursuant to Section 7.02(a)(i7.2(a) (breaches of representations and warranties) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Non-Fundamental Representations shall not exceed an $[***] in the aggregate, provided that (i) such liability cap shall not apply to any liability of Prelude for Fraud on the part of Prelude and (ii) the cumulative indemnification obligations of Prelude under this Agreement shall in no event exceed the amount equal to 10.0% of the ConsiderationClosing Cash Consideration plus the amount of any Contingent Payments actually received by Prelude. (b) If None of Prelude nor any Loss sustained of its Affiliates shall be liable as a result of or in connection with any breach by an indemnified Prelude of any Non-Fundamental Representation unless and until the amount of Losses arising from any matter or series of matters relating to the same underlying fact, circumstance, action or event exceeds $[***] and unless the aggregate amount of such Losses for claims for any breaches of Non-Fundamental Representations exceeds $[***] (in which case Incyte shall only be entitled to claim the excess). (c) The amount of any Losses for which either Prelude or Incyte, as the case may be, is liable shall be reduced by the amount of any insurance proceeds actually paid to the Incyte Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation the Prelude Indemnified Party (net of another Person (a "Primary Obligor"any documented costs and expenses incurred to obtain the recovery), as applicable. If the indemnified Indemnified Party receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (d) No Losses shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by Incyte in the valuation of the Business or the Transferred Assets. In no event shall either Party or any of its Affiliates be liable under this Agreement or common law for any consequential, special or incidental or punitive Loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise); provided that the foregoing does not limit any of the obligations or liability of either Party or its Affiliates under Section 7.2 and Section 7.3 with respect to amounts awarded by a court, arbitration panel or tribunal to a Third Party or with respect to claims of Fraud. (e) Except in the case of Fraud and specific performance pursuant to Section 8.9, the right of the Incyte Indemnified Parties and the Prelude Indemnified Parties under this Article VII shall be the sole 4931-5190-9491 v.7 and exclusive remedy of the Incyte Indemnified Parties and the Prelude Indemnified Parties, as the case may be, with respect to matters covered hereunder, including claims relating to the Products, the Transferred Assets, Excluded Assets, Assumed Liabilities or Excluded Liabilities. (f) Incyte shall only be required to indemnify a Prelude Indemnified Party and Prelude shall only by required to indemnify an Incyte Indemnified Party for any particular claim one time. (g) Each Indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, mitigate its Losses upon and after becoming aware of any event or condition that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt would reasonably be expected to recover from the indemnifying Party give rise to any Losses that are indemnifiable under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. (a) Transferor The cumulative indemnification obligation under this Article VIII of State Street shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which no event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% $157,600,000. The cumulative indemnification obligation under this Article VIII of the ConsiderationDST and its Affiliates who are party to this Agreement shall in no event exceed an amount equal to $157,600,000. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyWith respect to each indemnification obligation contained in this Agreement, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) each such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII obligation shall be reduced by any tax benefit actually realized by the Indemnified Party with respect to the indemnifiable Loss in the tax period such Loss was incurred or in the immediately subsequent tax period (determined on a “with and without” basis) and (ii) all Losses shall be net of any amounts actually that have been recovered by an indemnified the Indemnified Party from pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Losses. (c) Notwithstanding anything in the Designated Agreements or in any schedule or certificate delivered pursuant to the Designated Agreements to the contrary, in no event shall any Party have any liability under any Designated Agreements or any schedule or certificate delivered pursuant to the Designated Agreements (including under this Article VIII) for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation breach or alleged breach of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Designated Agreements or any schedule or certificate delivered pursuant to the indemnifying Party to the extent of such prior indemnificationDesignated Agreements). Notwithstanding the foregoing, Transferor the limitations set forth in this Section 8.03(c) shall not be entitled apply to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable Third Party Claims. (d) Notwithstanding anything to the contrary in this Article VIII, no Party shall make a claim for indemnification under pursuant to this ARTICLE VIIArticle VIII against an Affiliate of such Party.

Limitations. (a) Transferor Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 11.03 shall operate to limit the liability of the indemnifying party under Section 11.01 or 11.02 (the "Indemnifying Party") in respect of any claim by the Purchaser Indemnified Party or Seller Indemnified Party (the "Indemnified Party") for any breach of the representations and warranties in Article IV or V or otherwise under or pursuant to this Agreement. (b) No claim for breach of a representation or warranty shall accrue to any Indemnified Party against the Indemnifying Party under this Agreement unless and except to the extent that the total liability of the Indemnifying Party in respect of all such claims exceeds in aggregate SEK 400,000, whereupon the Indemnified Party shall be entitled to claim indemnification for all damages suffered (including the initial SEK 400,000) by such Indemnified Party and for which such indemnification is available under this Article XI. (c) No claim for breach of a representation or warranty shall be made unless written notice thereof shall have been given by the Indemnified Party to the Indemnifying Party (d) The Indemnifying Party shall not be liable under Section 7.02(a)(ithis Agreement in respect of any claim of a breach of this Agreement: (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation based on a liability that is contingent only unless and until the aggregate amount of all such Losses exceeds contingent liability becomes an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollaractual liability and is due and payable; provided, however, if an Indemnified Party gives notice to the Indemnifying Party of such contingent liability, the limitations period set forth in Section 11.03(c) related to such claim will be tolled until the time when such contingent liability becomes an actual liability and is due and payable; or (ii) to the extent that allowance, provision or reserve was made in the Financial Statements for the matter giving rise to the claim. (e) No claim may be made more than once under this Agreement in respect of the same loss. (f) The total aggregate amount liability of all Losses the Seller and SIFO for which Transferor shall be liable under Section 7.02(a)(i) with respect to breach of any breach of, or inaccuracy in, any Transferor Limited Representation of the provisions in this Agreement shall not exceed an amount equal to 10.0% of the ConsiderationSEK 32,000,000. (bg) If Any breach of any Loss sustained representation or warranty or any other breach of this Agreement by an indemnified Indemnifying Party shall give rise only to a claim by an Indemnified Party for compensation on a krona-to krona basis for any damages and shall not entitle the Indemnified Party to rescind this Agreement in whole or in part. No claim shall be made against any Indemnifying Party in respect of any warranty, representation, indemnity, covenant, undertaking or otherwise arising out of or in connection with the transactions contemplated hereby unless the same is expressly contained in this Agreement. The parties confirm that they have not relied and will not rely on any warranty, representation, indemnity, covenant or undertaking of any Person that is not expressly contained in this Agreement. No claim shall be made against any party in respect of any damages not covered by this Article XI by invoking any statute (including the Swedish Sale of Goods Act (Swe: Koplag (1990:931) as amended) or legal principle. (h) A breach of any representation, warranty or other provision contained in this Agreement that is capable of being remedied shall not entitle the Indemnified Party to monetary damages unless the Indemnifying Party is covered by an insurance policy, or an indemnification, contribution or similar obligation given written notice of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that such breach and such breach is not (i) such efforts Where the Indemnified Party is entitled (whether by reason of the indemnified Party shall not require litigation payment, discount or other extraordinary activities, (iiotherwise) the indemnified Party may attempt to recover from some third party any sum in respect of taxation or other damage or liability that is the indemnifying subject of a claim against the Indemnifying Party under this Agreement before Agreement, the Indemnified Party shall, if so required by the Indemnifying Party and at the Indemnifying Party's cost and expense and on the Indemnifying Party providing proper indemnities in respect of all costs and expenses to be incurred, take all steps and cause its Affiliates to take all steps as the Indemnifying Party may require to enforce such recovery and shall keep the Indemnifying Party informed of the progress of any action taken. (j) None of the limitations included in this Section 11.03 will apply to breaches of Sections 10.01 through 10.03. (k) Purchaser covenants and agrees, that, after the Closing Date, notwithstanding any breach of any representation or simultaneously with such efforts and (iii) no indemnification warranty or recovery under any other breach of this Agreement shall be delayed by SIFO or withheld due Seller, Purchaser will not take any action that interferes with the peaceful and quiet possession and enjoyment of the Media Metrix Stock by Seller, SIFO or an Affiliate of SIFO that has acquired the Media Metrix Stock in compliance with the terms of this Agreement; Purchaser hereby waives (after the Closing Date), to the failure of greatest extent permitted by applicable law, any Primary Obligor to have paid and all remedies and rights it may have, by statute or otherwise, enforceable against the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIMedia Metrix Stock.

Limitations. (a) Transferor shall not be liable under Except as set forth in Section 7.02(a)(i) with respect 10.3(b), the maximum amount an Indemnified Party may recover from an Indemnifying Party pursuant to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, indemnity provided for in which event Transferor Section 10.2 hereof shall be liable for all such Losses from limited to the first dollarEscrow Fund; provided, however, that except as set forth in Section 10.3(b), prior to any Dissolution, the liability of an Indemnifying Party for breaches of representations and warranties contained in Section 5.12 (Intellectual Property) shall be limited to a dollar amount equal to the Purchase Price. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder until such time as the aggregate amount of all Losses for which Transferor the Indemnified Party are entitled to indemnification pursuant to this Agreement exceeds $20,000, at which time the Indemnifying Party shall be liable under Section 7.02(a)(i) with respect obligated to any breach ofindemnify the Indemnified Party for the full amount of all such Losses, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal subject to 10.0% of the Considerationlimitations set forth herein. (b) If Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit the right of any Loss sustained Indemnified Party to pursue any available remedies for Losses exceeding the amount of the Escrow Fund to the extent that any such Losses are paid, sustained, incurred or accrued by an indemnified Party is covered by an insurance policyany Indemnified Party, or an indemnificationany of them, contribution directly or similar obligation of another Person (indirectly, as a "Primary Obligor")result of, the indemnified Party shall use commercially reasonable efforts to recover the Loss or in connection with, Losses resulting from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation fraud, intentional misrepresentation or other extraordinary activitieswillful misconduct, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement Liabilities, whether arising before or simultaneously with such efforts and after the Closing Date, that are not expressly assumed by Buyer pursuant to this Agreement, including without limitation, the Excluded Liabilities, or (iii) no indemnification or recovery under this Agreement any Transfer Taxes. (c) Nothing herein shall be delayed or withheld due to limit the failure liability of an Indemnifying Party for any breach of any Primary Obligor to have paid representation, warranty or covenant if the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall Closing does not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIoccur.

Limitations. (a) Transferor shall not be liable Except as set forth in Section 4.11(g), the Parent agrees that after the Effective Time the sole and exclusive remedy for all Losses under Section 7.02(a)(i) 8.1 or otherwise in connection with respect to any breach of, this Agreement or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor transactions contemplated hereby shall be liable for all such Losses from to make one or more claims against the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the ConsiderationEscrow Fund. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")The Stockholders, the indemnified Party shall use commercially reasonable efforts to recover Company and the Loss from the Primary Obligor; providedParent or any of its affiliates, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to indemnification for Losses arising out of matters referred to in this Article 8, unless it shall have given written notice to the indemnifying party, setting forth its claim for indemnification in reasonable detail, within the period from the Effective Time until the one-year anniversary of the Effective Time. (c) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made pursuant to this Article 8, whether from the Escrow Fund or otherwise, until the amounts which the indemnified by or party would otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for be entitled to receive as indemnification under this ARTICLE VIIAgreement aggregate at least $250,000, which shall be treated as a reduction of the indemnified party's damages. (d) An indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of this Article 8. If the indemnifying party, within thirty (30) days after the indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall have acknowledged in writing his or its obligation to indemnify, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnifying party shall not settle or compromise such claim or proceeding without the written consent of the indemnified party. The indemnified party may in any event participate in any such defense with his or its own counsel and at his or its own expense. (e) The indemnified party shall be kept fully informed by the indemnifying party of such action, suit or proceeding at all stages thereof, whether or not he or it is represented by counsel. The indemnifying party shall, at the indemnifying party's expense, make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such action, suit or proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

Limitations. Notwithstanding anything herein to the contrary: (ai) Transferor the Parent Indemnified Parties shall not be liable entitled to seek indemnification under Section 7.02(a)(i8.02(a)(i) or Section 8.02(a)(iv) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Losses unless and until the aggregate amount of all such Losses suffered by the Parent Indemnified Parties collectively exceeds an amount equal to 2.0% of $** (the Consideration“Threshold Amount”), in which event Transferor case the Parent Indemnified Parties shall only be liable entitled to recover for all such Losses from in excess of the first dollarThreshold Amount; provided, however, provided that the Threshold Amount shall not apply with respect to Losses (A) for any breach or inaccuracy of any Fundamental Representation or (B) in the case of Fraud; (ii) the aggregate amount of all Losses for payments to which Transferor the Parent Indemnified Parties shall be liable entitled to receive under Section 7.02(a)(i8.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation Section 8.02(a)(iv) shall not exceed an amount equal to 10.0% of (A) the Consideration. Initial Escrow Amount plus (bB) If any Loss sustained by an indemnified Party the Additional Escrow Amount if (and only if) a Milestone Payment is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts made pursuant to recover the Loss from the Primary ObligorSection 3.01; provided, however, that (iA) such efforts of the indemnified Party foregoing cap shall not require litigation apply to any Losses for any breach or other extraordinary activities, inaccuracy of any Fundamental Representation and (iiB) the indemnified Party may attempt Parent Indemnified Parties shall be entitled to recover set-off from the indemnifying Party under this Agreement before or simultaneously with such efforts and first Milestone Payment an amount equal to the Additional Escrow Amount if the first Milestone is achieved after the Escrow Termination Date. (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due the maximum aggregate liability of each Former Securityholder to the failure of any Primary Obligor Parent Indemnified Parties with respect to have paid the indemnified Party for such Loss. The aggregate amount of Losses for all claims made pursuant to this Article VIII shall not exceed the total cash payments actually received by such Former Securityholder pursuant to this Agreement. (iv) in no event shall a Parent Indemnified Party be permitted to seek any recovery for consequential, exemplary, special, speculative or punitive damages, regardless of the theory of recovery, except to the extent awarded to a third party; (v) each Parent Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which an indemnifying it is entitled to indemnification pursuant to Section 8.02; and (vi) no Parent Indemnified Party is responsible under this ARTICLE VII hereto shall be reduced by the amounts actually recovered by an indemnified Party from recover any Losses for a Primary Obligorbreach of one or more other representations, net of premium increaseswarranties, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party covenants or agreements to the extent that any Parent Indemnified Party has been compensated for such matter pursuant to a separate indemnity claim for a breach of such prior indemnification. Notwithstanding one or more other representations, warranties, covenants or agreements giving rise to the foregoing, Transferor shall not be entitled to be indemnified by same or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIduplicative damages.

Limitations. Notwithstanding anything herein to the contrary: (a) Transferor Once the aggregate amount of Damages has exceeded the Deductible, the Company Stockholders and Participating Optionholders shall not be liable under Section 7.02(a)(i) required to indemnify any Parent Indemnified Party pursuant to, and shall not have any liability under, this Agreement for any Damages if, with respect to any breach ofindividual Damages item, or inaccuracy insuch item is less than $50,000 (“Minor Claim”). (b) The Company Stockholders and Participating Optionholders shall not be required to indemnify any Parent Indemnified Party pursuant to, and shall not have any Transferor Limited Representation liability under, this Agreement, until the aggregate amount of all such Losses Damages for which the Company Stockholders and Participating Optionholders would, but for this Section 10.04(b), be liable under this Agreement exceeds on a cumulative basis an amount equal to 2.0% $1,500,000 (the “Deductible”); provided that, if and to the extent such Damages exceed the Deductible, the Company Stockholders and Participating Optionholders shall become liable for only such Damages that exceed the Deductible and are not a Minor Claim; (c) The limitations set forth in Section 10.04(a) and (b) shall not apply to (i) any claim for indemnification hereunder under Section 10.03(i) in respect of any of the ConsiderationFundamental Representations, (ii) any claim for indemnification under Section 7.10 or Section 10.03(ii) through (vi), or (iii) any claim based upon fraud (the foregoing, collectively, the “Exempt Claims”). Except for Exempt Claims and except as specifically set forth in which event Transferor the Participation Agreements, the Company Stockholders and Participating Optionholders shall not be required to indemnify any Parent Indemnified Party pursuant to, and shall not have any liability under, this Agreement for any Damages in excess of the then-remaining balance of the Escrow Account, including any earnings thereon. All indemnification obligations of the Company Stockholders and Participating Optionholders in excess of the Escrow Account shall be liable several (based upon each Person’s Pro Rata Percentage as set forth on the Final Allocation Schedule) and not joint. (d) With respect to Exempt Claims, subject to the last sentence of this Section 10.04(d), no Company Stockholder or Participating Optionholder shall be required to indemnify any Parent Indemnified Party pursuant to, and no Company Stockholder or Participating Optionholder shall have any liability under, this Agreement for Damages in respect of Exempt Claims (“Exempt Claims Damages”) once all Damages, calculated cumulatively, exceed an aggregate amount equal to the total cash proceeds received by such Losses from Company Stockholder or Participating Optionholder pursuant to this Agreement. In addition, with respect to any claims for indemnification under Section 7.10 or for a breach of the first dollar; providedrepresentations and warranties set forth in Section 4.12 (collectively, however“Tax Claims”), that following the earlier to occur of (i) the release in full of all amounts held in the Escrow Account and (ii) the Expiration Date, the Company Stockholders and Participating Optionholders shall not be required to indemnify any Parent Indemnified Party pursuant to, and shall not have any liability under, this Agreement for any Tax Claims until the aggregate amount of all Losses for which Transferor shall be liable Tax Claims first being asserted under Section 7.02(a)(ithis Agreement after the earlier of the dates specified in clauses (i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not (ii) above exceed on a cumulative basis an amount equal to 10.0% of $25,000 (the Consideration“Tax Claims Threshold”); provided that, if and to the extent such Tax Claims exceed the Tax Claims Threshold, the Company Stockholders and Participating Optionholders shall become liable for all such Tax Claims from the first dollar. (be) If For purposes of determining any Loss sustained by an indemnified Party is covered by an insurance policyDamages in respect of which the Company Stockholders’ and Participating Optionholders’ have liability under this Article X, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party appropriate reductions shall use commercially reasonable efforts be made to recover the Loss from the Primary Obligor; provided, however, that reflect (i) such efforts of the indemnified Tax benefits, if any, actually realized by any Parent Indemnified Party shall not require litigation or other extraordinary activitiesin the taxable year in which the Damages are incurred, and (ii) the indemnified recovery received by any Parent Indemnified Party may attempt in respect of such Damages pursuant to recover from any insurance policy. If an indemnification payment is received by any Parent Indemnified Party, and such Parent Indemnified Party later recognizes Tax benefits which are actually realized by any Parent Indemnified Party in the indemnifying Party under taxable year in which the Damages are incurred or any insurance recoveries, as and when described in the immediately preceding sentence, in respect of the related Damages or indemnification payments, that were not previously accounted for with respect to such Damages or indemnification payments when made, Parent shall promptly notify the Representative, and promptly, but in any event no later than five (5) Business Days after delivery of such notice by Parent, shall pay to the Representative an amount equal to the lesser of (A) any such insurance recoveries and Tax benefits, and (B) the actual amount of the indemnification payments previously paid by the Company with respect to such Damages. (f) Nothing herein shall limit the liability of a Company Stockholder or Participating Optionholder for fraud on the part of such Company Stockholder or such Participating Optionholder, or on the part of the Company in connection with this Agreement before or simultaneously the transactions contemplated hereby, the Disclosure Schedule, or any ancillary document or in any instrument or certificate required to be delivered pursuant hereto. (g) Notwithstanding anything to the contrary contained in this Agreement, (i) in connection with such efforts any Non-Exempt Claims, for purposes of determining whether a breach of this Agreement has occurred, as well as for calculating the amount of Damages to which any indemnification for Non-Exempt Claims would apply, each representation and (iii) no indemnification or recovery under warranty in this Agreement shall be delayed read without giving effect to any “Material Adverse Effect,” materiality or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles similar qualifications contained therein and other costs reasonably incurred by the indemnified Party (ii) in connection with such recoveryany Exempt Claims, including investigation solely for purposes of calculating the amount of Damages to which any indemnification for Exempt Claims would apply (i.e., for the avoidance of doubt, not for purposes of determining whether a breach of this Agreement has occurred), each representation and warranty in this Agreement shall be read without giving effect to any “Material Adverse Effect,” materiality or similar qualifications contained therein; provided that, this Section 10.04(g) shall not in any way modify the use of “Material Adverse Effect” in Section 4.08 or the use of the underlying claim and of collection word “Material” in the term “Material Contract.” (such amounth) Notwithstanding anything contained herein to the contrary, a "Net Recovery"but subject to Section 10.04(f). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor Company Stockholders and Participating Optionholders shall not be entitled to be indemnified by have any liability or otherwise recover be required to indemnify any amount from of the Parent Indemnified Parties for any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIDamages as set forth in Part 8 of Schedule B hereto.

Limitations. (a) Transferor Notwithstanding anything contained in this Agreement to the contrary: (i) neither party shall not be liable under Section 7.02(a)(ifor any amounts for which an Indemnified Party (as defined below) is otherwise entitled to indemnification in connection with respect to the breach or inaccuracy of any representation or warranty or any breach of, or inaccuracy in, of any Transferor Limited Representation covenant contained herein until the aggregate amount of for which such Indemnified Party is entitled to indemnification with respect to all such Losses exceeds an amount equal to 2.0% of Claims for indemnification in the Considerationaggregate exceed Fifty Thousand Dollars ($50,000) (the "Threshold"), in at which event Transferor time such party shall be liable for all any such Losses from excess, and (ii) nor shall a party indemnifying another party hereto be required to make indemnification in connection with the first dollar; provided, however, that breach or inaccuracy of any representation or warranty or any breach of any covenant contained herein to the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) extent indemnification payments with respect to any breach ofall such claims for indemnification would exceed in the aggregate Eleven Million Dollars ($11,000,000) (the "Maximum Indemnification Amount"). In determining the foregoing Threshold and in otherwise determining the amount to which the Indemnified Party is entitled to assert a claim for indemnification pursuant to this Article 10, or inaccuracy in, any Transferor Limited Representation only actual losses shall be considered. The Threshold and Maximum Indemnification Amount shall not exceed an amount equal apply as to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that Claims related to: (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, Excluded Assets; (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts Excluded Liabilities; and (iii) no indemnification or recovery a final, non-appealable judgment of a court of competent jurisdiction that either party has committed fraud against the other with respect to the transactions contemplated under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such LossAgreement. The amount of parties hereto waive as against each other any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorclaim to consequential, net of premium increasesspecial, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party exemplary or punitive damages except to the extent of consequential, special, exemplary or punitive damages are awarded to a third Person against an Indemnified Party in circumstances in which such prior indemnification. Notwithstanding the foregoing, Transferor shall not be Indemnified Party is entitled to indemnification hereunder such consequential, special, exemplary or punitive damages so awarded shall be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if payable to such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIndemnified Party hereunder.

Limitations. Notwithstanding anything to the contrary set forth herein: (a) Transferor Neither Buyer Indemnitees nor Seller Indemnitees shall not be liable under Section 7.02(a)(i) with respect make a claim against Buyer or Sellers for indemnification pursuant to any breach of, or inaccuracy in, any Transferor Limited Representation this Article VIII unless and until the aggregate amount of all such Losses claims exceeds an amount equal to 2.0% of $50,000 (the Consideration“Deductible”), in which event Transferor Buyer Indemnitees or Seller Indemnitees may only claim indemnification for such Claims that in the aggregate are in excess of the Deductible; and (b) The maximum aggregate liability of Buyer or Sellers for Claims with respect to claims for indemnification pursuant to Section 8.02(a) or Section 8.03(a) shall be liable for all such Losses from the first dollar$2,200,000; provided, however, that the aggregate amount foregoing limitation shall not apply to any breach or alleged breach of all Losses any Fundamental Representations. (c) Subject to the limitations set forth in this Section, each of the Parties acknowledges and agrees that the foregoing provisions in this Section will be the sole and exclusive remedy for which Transferor shall be liable under Section 7.02(a)(i) money damages of the Parties with respect to any inaccuracy of representations and warranties and any breach of, or inaccuracy in, of any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationcovenants in this Agreement. (bd) If any Loss sustained by an indemnified Party is covered by an indemnitee receives insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation proceeds or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses indemnity on a claim for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party it has already received indemnity from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party indemnitee shall refund as soon as reasonably practicable thereafter pay the Net Recovery insurance or other indemnity proceeds to the indemnifying Party to the extent necessary to refund the indemnity provided by the indemnifying Party. For purposes hereof, obligations of such prior indemnificationan indemnifying Party shall be reduced by the amount of any available insurance or other indemnity proceeds so long as the insurer has no recourse against the indemnitee for amounts so paid. Notwithstanding The indemnitee will use its commercially reasonable efforts to recover under any insurance policies or indemnity or other similar agreements for any losses. (e) After the foregoingClosing, Transferor no party hereto shall not be entitled liable for any punitive, special, consequential, indirect, exemplary or remote damages (other than those required to be indemnified by paid to a third party or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIGovernmental Authority as a part of a Claim).

Limitations. Notwithstanding anything to the contrary herein: (a) Transferor Any claim by an indemnified party against any indemnifying party under this Agreement shall not be liable under Section 7.02(a)(i) with respect payable by the indemnifying party only in the event and to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate extent that the accumulated amount of all claims in respect of such Losses exceeds an indemnifying party's obligations to indemnify under this Agreement shall exceed the amount equal to 2.0% of the Consideration, $100,000 in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount (the "Indemnification Threshold"). In no event shall the aggregate total of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect ISC Indemnity Claims and PSH Indemnity Claims payable pursuant to this Agreement exceed $14,975,000 plus any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal additional capital contributions made by ISC to 10.0% of the ConsiderationPSH and less dividends and management fees previously received by ISC from PSH pursuant to this Agreement. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, party becomes aware of any breach of any representation or an indemnification, contribution warranty or similar any breach or non-fulfillment of any covenant or obligation of another Person (a "Primary Obligor")party hereunder, the party becoming so aware shall promptly notify the other party or parties of such breach or non-fulfillment and afford such other party or parties a reasonable opportunity to cure such breach or non-fulfillment prior to seeking any indemnification hereunder. An indemnified Party shall use commercially reasonable efforts party's failure to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party give timely notice shall not require litigation constitute a defense (in part or other extraordinary activities, (iiin whole) to any claim for indemnification by such party except and only to the indemnified Party may attempt extent that such failure shall result in any material prejudice to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and party. (iiic) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which damages payable by an indemnifying Party is responsible under this ARTICLE VII party to an indemnified party hereunder with respect to a claim based on particular facts, circumstances or liabilities shall be reduced by the amounts actually recovered previously paid by an indemnified Party from a Primary Obligorsuch indemnifying party or its affiliates with respect to such facts, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party circumstances or liabilities to the extent of such prior indemnification. Notwithstanding recovery constitutes a double recovery for the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIsame claim.

Limitations. Notwithstanding anything to the contrary set forth in this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(i) with With respect to any breach each indemnification obligation contained in this Agreement, all Losses shall be net of, and reduced by any third-party insurance or inaccuracy inindemnity, contribution or similar proceeds (net of the cost of recovery, any Transferor Limited Representation until retention or deductible, and any increase in premium attributable to such recovery) that have been actually recovered by the aggregate amount Indemnified Party (including the R&W Policy) or its Affiliates in connection with any Losses giving rise to the right of all indemnification. The Indemnified Party shall use reasonable best efforts to recover any such insurance or other proceeds from third parties to the same extent such Indemnified Party would recover such proceeds if such Losses exceeds were not subject to indemnification hereunder. If an Indemnified party receives any third-party insurance or indemnification, contribution or similar proceeds in respect of such Losses for which has previously been indemnified by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to 2.0% the lesser of (i) such Third-Party Payment or (ii) the amount of such previously indemnified Losses. No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the R&W Policy) more than once in respect of the Considerationsame Losses suffered. In the event that a circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, in which event Transferor the relevant party shall be liable for all entitled to be indemnified or make recovery only once in respect of any such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationincurred . (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party Buyer shall use its commercially reasonable efforts to recover seek recovery under the Loss R&W Policy with respect to Losses for which it seeks to be indemnified pursuant to ARTICLE VIII, to the extent such Losses result from or relate to a matter that is or could reasonably be covered under the Primary Obligor; providedR&W Policy. (c) Notwithstanding anything to the contrary herein, howeverbut subject to Section 1.4(d), that in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this ARTICLE VIII to the extent such Losses were specifically taken into account in the determination of the amounts reflected in the Post-Closing Adjustment. (d) Notwithstanding anything to the contrary contained in this Agreement, except to the extent awarded by a court to a third party pursuant to a Third-Party Claim, (i) such efforts of the indemnified no Indemnifying Party shall have any liability to an Indemnified Party in respect of, and Losses shall not require litigation include, any punitive, special or other extraordinary activities, exemplary damages and (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before no “multiple of profits” or simultaneously with such efforts and (iii) no indemnification “multiple of cash flow” or recovery under this Agreement other similar valuation methodology or performance metric shall be delayed or withheld due to used in calculating the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection Losses. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified e) Each Indemnified Party shall refund the Net Recovery have reasonable best efforts to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover minimize and mitigate any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIindemnifiable Loss.

Limitations. Notwithstanding any provision to the contrary set forth in this Agreement or in any other Transaction Document, (a) Transferor shall in no event will any Seller Indemnified Party or Purchaser Indemnified Party have any liability for, or Losses be deemed to include, any special, indirect, incidental, multiple, consequential, punitive, or exemplary damages, loss of use, business interruption, or loss of business opportunity (it being agreed that “lost profits” or similar losses up to the Cap Amount are regarded as direct damages), whether in contract or tort, regardless of whether the other Party in advised, has reason to know, or in fact knows of the possibility of such damages suffered or incurred by any such Seller Indemnified Party or Purchaser Indemnified Party in connection with this Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, other than any such damages of Losses resulting by any breach of Section 5.8.4 (Specific Enforcement), (b) Seller will not be liable have any liability under Section 7.02(a)(i7.2 (Indemnification by Seller) in excess of the Cap Amount based on a Cap Multiplier of [***]% (the “Indemnification Cap”), and (c) except with respect to breaches of Section 5.8 (Confidentiality), Purchaser will not have any breach of, or inaccuracy in, any Transferor Limited Representation until liability under Section 7.1 (Indemnification by Purchaser) in excess of an amount equal to the aggregate amount of all Purchased Receivables actually received by Purchaser at such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnificationtime. Notwithstanding the foregoing, Transferor shall the limitations set forth in this Section 7.4 (Limitations) will not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith, or willful misconduct. The Parties acknowledge and agree that (a) Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.4 (Limitations), Purchaser will be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims will be indemnified reviewed and assessed by or otherwise recover the Parties in accordance with the procedures set forth in this Article 7 (Indemnification)). This Article 7 (Indemnification) shall not apply with respect to Taxes, other than any amount Taxes that represent Losses arising from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIInon-Tax claim.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Notwithstanding anything to any breach ofthe contrary herein, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% liability of the Consideration, in which event Transferor shall be liable Seller for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Damages under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Article VI shall not exceed an the amount equal to 10.0% of the ConsiderationPurchase Price (the "Cap"). (b) If Notwithstanding anything to the contrary herein, the aggregate liability of the Buyer for Damages under this Article VI shall not exceed the Cap. (c) Notwithstanding anything to the contrary herein, neither Party shall have any Loss sustained indemnification obligation to an Indemnified Party arising under this Article VI until the amount of Damages suffered by an indemnified the Indemnified Party is covered with respect to a single event exceeds $20,000 (the "Single Event Threshold") or the aggregate amount of Damages suffered by an insurance policy, or an indemnification, contribution or similar obligation of another Person the Indemnified Party exceeds $100,000 (a the "Primary ObligorAggregate Threshold"), in which case the indemnified Indemnifying Party shall use commercially reasonable efforts be obligated to recover pay only the Loss from the Primary Obligor; provided, however, that (i) such efforts amounts in excess of the indemnified Single Event Threshold or the Aggregate Threshold, as the case may be. (d) Except as provided in Article VII hereof, after the Closing, the rights of the Indemnified Parties under this Article VI 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. (e) In no event shall any Indemnifying Party shall not require litigation be responsible and liable to any Indemnified Party for any Damages or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party amounts under this Agreement before Article VI that constitute punitive or simultaneously with consequential damages or other damages that are not compensatory in nature (other than any such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due damages that are payable to the failure any third party which is not an Affiliate of any Primary Obligor to have paid the indemnified Indemnified Party). (f) The liability of any Indemnifying Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Damages shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred any Tax benefit if attributable to any deduction (for Tax purposes) realized by the indemnified Indemnified Party in connection with such recovery, including investigation as a result of the underlying claim item that gave rise to the Damages. Such Tax benefit shall be determined by assuming (i) that the applicable Tax rate was the highest marginal federal, state, local and of collection non-U.S. Tax rate for the relevant Tax or Taxes (such amounttaking into account, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partywhere applicable, the indemnified Party shall refund the Net Recovery deductibility and credit of any Tax for purposes of computing any other Tax) applicable to the indemnifying Indemnified Party for the most recent Tax period for which a Tax Return relating to such Tax was filed or, if no such Tax Return was filed, such Tax was determined and paid (other than as an estimated Tax payment) and (ii) that any deferred Tax benefit was attributable to depreciation or amortization was immediately realized in an amount equal to the extent present value of such prior indemnification. Notwithstanding deferred Tax benefit using a discount rate equal to the foregoing, Transferor shall not be entitled "prime rate" as published in the Wall Street Journal as in effect on the day that the Tax benefit was deemed to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIrealized, compounded monthly.

Limitations. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any compensation or benefits payable under Section 6.1 hereof, the certified public accountants of EMPLOYER who served as accountants immediately prior to a Change of Ownership or Control (athe “Certified Public Accountants”) Transferor shall determine as promptly as practical and in any event within 20 business days following a Change of Ownership or Control whether any payment or distribution by EMPLOYER to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any other agreements or otherwise) (a “Payment”) would more likely than not be liable nondeductible by EMPLOYER for Federal income tax purposes because of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is, then the aggregate present value of amounts payable or distributable to or for the benefit of EMPLOYEE pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Contract Payments”) shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 6.3, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Contract Payments without causing any payment to be nondeductible by EMPLOYER because of said Section 280G of the Code. If under this Section 7.02(a)(ithe Certified Public Accountants determine that any payment would more likely than not be nondeductible by EMPLOYER because of Section 280G of the Code, EMPLOYER shall promptly give Employee notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount. EMPLOYER may elect which and how much of the Contract Payments or any other payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Contract Payments equals the Reduced Amount) and shall notify Employee promptly of such election. For purposes of this Section 6.3, present value shall be determined in accordance with respect Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon EMPLOYER and Employee and the payments to any breach ofEmployee shall commence six (6) months after Employee’s termination. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Contract Payments may have been made by EMPLOYER which should not have been made (“Overpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against EMPLOYER or inaccuracy inEmployee which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any Transferor Limited Representation until such Overpayment shall be treated for all purposes as a loan to Employee which Employee shall repay to EMPLOYER together with interest at the aggregate amount of all such Losses exceeds an amount equal to 2.0% applicable Federal rate provided for in Section 7872(f)(2)(A) of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarCode; provided, however, that the aggregate no amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect payable by Employee to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts EMPLOYER in and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such prior indemnification. Notwithstanding Underpayment shall be promptly paid by EMPLOYER to or for the foregoingbenefit of Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code, Transferor shall provided that such underpayment will not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIpaid sooner than six (6) months after Employee’s termination.

Limitations. (a) Transferor shall not be liable under With respect to the matters described in Section 7.02(a)(i9.1(a)(i): (i) Seller will have no liability with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such matters until the Buyer Indemnitees have incurred aggregate amount Losses by reason of all such breaches in excess of one-half of the retention amount under the RWI Policy in effect at the time (such amount, the “Deductible”), after which point Seller will be obligated to indemnify Buyer Indemnitees from and against all Losses exceeds exceeding the Deductible and up to an amount equal to 2.0% of that shall not exceed the Consideration, retention amount under the RWI Policy in which event Transferor shall be liable for all such Losses from effect at the first dollartime; provided, howeverthat the foregoing limitations shall not apply in respect of any Losses relating to Fraud. With respect to the matters described in Section 9.1(a)(ii) through Section 9.1(a)(iv), the aggregate maximum liability of Seller shall be the Purchase Price; provided, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation foregoing limitation shall not exceed an amount equal apply in respect of any Losses relating to 10.0% of the ConsiderationFraud. (b) If The amount of any Loss sustained Losses will be calculated net of any amounts recovered by Buyer (i) under any policy of general liability insurance (net of any deductible or retention amounts, costs of such recovery (including reasonable attorney’s fees and other reasonable out of pocket expenses) and any increase in premium or retro-premium, deductible or retention that Buyer can demonstrate are the result of such Losses) or (ii) from a third party in the form of an indemnified Party is covered by an insurance policy, or an indemnificationindemnity, contribution or similar obligation payment (net of another Person costs and expenses of such recovery (a "Primary Obligor"including reasonable attorney’s fees and other reasonable out of pocket expenses), the indemnified Party ). (c) The Buyer Indemnitees shall use commercially reasonable efforts to recover the Loss from the Primary Obligormitigate any Losses that are indemnifiable hereunder upon and after becoming aware of any event or condition that would reasonably be expected to, or does, give rise to any Losses that are indemnifiable hereunder; provided, howeverthat the failure to mitigate, that (i) such efforts of the indemnified Party if required hereby, shall not require litigation or other extraordinary activities, (ii) result in the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure loss of any Primary Obligor to have paid indemnification rights, but the indemnified Party for such Loss. The amount of any otherwise indemnifiable Losses for which an indemnifying Party is responsible under this ARTICLE VII shall resulting from such matter will be reduced by the amounts actually amount thereof that would have been prevented had such mitigation occurred. (d) With respect to the matters described in Section 9.1(b)(i), Buyer will have no liability with respect to such matters until Seller has suffered Losses by reason of all such breaches in excess of the Deductible, after which point Buyer will be obligated to indemnify Seller from and against all Losses exceeding the Deductible; provided, that the foregoing limitations shall not apply in respect of any Losses relating to (i) breaches of the Buyer Fundamental Representations or (ii) Fraud. With respect to the matters described in Section 9.1(b)(ii) and Section 9.1(b)(iii), the aggregate maximum liability of Buyer shall be the Purchase Price. (e) No Losses may be recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party any Buyer Indemnitee to the extent the amount of such prior indemnificationLosses is included in the calculation of the Purchase Price, Net Working Capital, Net Cash, or Transaction Expenses. Notwithstanding An Indemnitee may not recover duplicative Losses from an Indemnitor in respect of a single set of facts or circumstances that may give rise to a claim for a breach of more than one representation or warranty in this Agreement. For the foregoingavoidance of doubt, Transferor the foregoing shall not be entitled in any way limit the right of the Buyer Indemnitees to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIImake claims against the RWI Policy.

Limitations. If the Closing occurs, DTHC shall have no liability (afor indemnification or otherwise) Transferor shall not be liable under this Agreement, with the exception of the FSLA litigation and in the manner described in Section 7.02(a)(i) 12.2.5 of this Agreement only, unless the total of all Damages with respect to any breach ofsuch matters is at least Four Hundred Thousand and No/100 Dollars ($400,000.00), or inaccuracy init being understood that such Four Hundred Thousand and No/100 Dollars ($400,000.00) amount is to serve as a “tipping basket” (for example, any Transferor Limited Representation until once the aggregate amount indemnity claims for which DTHC would, but for the provisions of all such Losses exceeds an amount equal to 2.0% of the Considerationthis paragraph 12.5, in which event Transferor shall be liable reach Four Hundred Thousand and No/100 Dollars $400,000.00, DTHC would then be liable for all such Losses from the first dollar; providedfull Four Hundred Thousand and No/100 Dollars ($400,000.00)). If the Closing occurs, however, that the aggregate amount of all Losses DTHC shall have no liability (for which Transferor shall be liable under Section 7.02(a)(iindemnification or otherwise) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with in excess of One Million Dollars ($1,000,000), it being understood that such efforts and One Million Dollars (iii$1,000,000.00) no indemnification or recovery under this Agreement shall be delayed or withheld due amount is to the failure of any Primary Obligor to have paid the indemnified Party for such Lossserve as a total rather than a “per claim” figure. The amount of any Losses Damages shall be reduced or reimbursed, as the case may be, by any amount received by the indemnified Person or Party with respect thereto under any insurance coverage or for which any other party alleged to be responsible therefor. If an indemnified person receives an amount under insurance coverage with respect to Damages at any time subsequent to any indemnification provided by an indemnifying party, then such indemnified Person shall promptly reimburse the indemnifying Party is responsible under this ARTICLE VII for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount received by the indemnified Person. Any indemnification payments required to be made hereunder with respect to any matter shall be reduced by the amounts actually recovered amount of any economic benefits (including, income tax benefits) that are readily quantifiable and can be demonstrated to have been received by an indemnified Party from the Indemnified Person as a Primary Obligorresult of the same matter. Nothing herein shall limit the obligations under the Loan and Pledge Agreement, net of premium increasesSecurity Agreement, deductibles Multiband Secured Promissory Note, Registration Rights Agreement, Management Services Agreement, and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation agreements entered into as of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery Closing pursuant to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIAgreement.

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Seller’s aggregate obligation to any breach ofindemnify the Buyer Indemnified Parties, or inaccuracy in, any Transferor Limited Representation until and ▇▇▇▇▇’s liability to the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the ConsiderationSeller Indemnified Parties, in which event Transferor shall be liable for all such Losses from the first dollar; providedeach case, howeverpursuant to this Agreement, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration$32,500,000. (b) If Under no circumstances shall any Loss sustained Party be entitled to duplicate recovery under this Agreement with respect to (i) any indemnification claim pursuant to this Article VIII, even though the facts or series of related facts giving rise to such claim may constitute a breach of more than one representation, warranty or covenant or agreement set forth herein, or in any of the agreements or instruments entered into in connection with the Closing or (ii) any adjustments to the Buyer Common Stock issuable hereunder pursuant to Section 3.3. (c) Notwithstanding the foregoing, payments by an indemnified Indemnifying Party is covered by an pursuant to this Article VIII in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance policy, or an indemnificationproceeds and any indemnity, contribution or other similar obligation payment actually received by the Indemnified Party in respect of another Person (a "Primary Obligor"), the indemnified any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover the Loss from the Primary Obligor; providedunder insurance policies or indemnity, however, that (i) such efforts of the indemnified Party shall not require litigation contribution or other extraordinary activitiessimilar agreements for any Losses. (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this NO INDEMNIFIED PARTY WILL BE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary ObligorVIII WITH RESPECT TO, net of premium increasesNOR SHALL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoveryAND EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS WITH RESPECT TO CLAIMS UNDER THIS ARTICLE VIII AS TO CONSEQUENTIAL, including investigation of the underlying claim and of collection (such amountINDIRECT, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying PartySPECIAL, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoingPUNITIVE OR EXEMPLARY DAMAGES, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIIN EACH CASE THAT ARE NOT THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY LIABILITIES ARISING AS A RESULT OF FRAUD OR IN CONNECTION WITH ANY THIRD-PARTY CLAIM TO THE EXTENT ANY SUCH DAMAGES ARE PAYABLE BY THE INDEMNIFIED PARTY TO THE APPLICABLE THIRD-PARTY.

Limitations. The Defending Party's obligations to indemnify the Asserting Party pursuant to this Article XIII shall be subject to the following limitations: (a) Transferor No indemnification under Sections 13.01(a) or 13.02(a) for any Losses shall not be liable under Section 7.02(a)(i) with respect required to any breach of, or inaccuracy in, any Transferor Limited Representation be made by the Defending Party until the aggregate amount of all such the Asserting Party's Losses exceeds an amount equal to 2.0% two percent (2%) of the Consideration, in which event Transferor shall be liable for all such Losses from Purchase Price (the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary ObligorBASKET"), the indemnified Party and then indemnification shall use commercially reasonable efforts only be required to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced made by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Defending Party to the extent of such prior indemnification. Notwithstanding Losses that exceed 50% of the foregoingBasket, Transferor provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (b) The aggregate liability of the Defending Party under Section 13.01(a) or 13.02(a), as applicable, shall not exceed (i) thirty percent (30%) of the Purchase Price for the first twelve months after the Closing Date, and (ii) twenty percent (20%) of the Purchase Price thereafter, provided that the foregoing limitation shall not apply to any intentional breach of a representation or warranty. (c) The indemnification obligation of a Defending Party shall be entitled reduced to the extent of any available insurance proceeds payable to the Asserting Party, net of any increased insurance premiums becoming payable by the Asserting Party to the extent such increase is a direct result of such insurance proceeds becoming available. The Defending Party shall pay its indemnification obligations as and when required by this Article XIII and the Asserting Party shall refund to the Defending Party any such amounts determined to be indemnified by or otherwise recover in excess of the Defending Party's obligations due to reductions pursuant to this Section 13.05(c). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount from any Transferred Company of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or Hoshi if such amount would otherwise. (d) Notwithstanding anything to the contrary set forth in this Agreement, Section 13.05(a) through (c) shall not apply to Purchaser's obligation to pay to Seller the Purchase Price in accordance with Article V. (e) From and after the Closing Date, the indemnification rights contained in this Article XIII shall constitute Losses for which Transferor is otherwise liable for indemnification the sole and exclusive remedies of the parties hereunder and shall supersede and displace all other rights that either party may have under this ARTICLE VIILaw.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) with respect Notwithstanding anything to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, contrary contained in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")this Agreement, the indemnified maximum liability of each Indemnifying Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed as follows: (i) indemnification for Losses as a result of or withheld arising out of General Claims, shall, for each Indemnifying Party, be limited to such Indemnifying Party’s Pro Rata Share of the Indemnification Escrow Amount and, in the event that the R&W Insurance Policy and the Indemnification Escrow Amount shall not provide full recovery of such Losses, such Indemnifying Party’s Pro Rata Share of up to an aggregate maximum amount (for all Indemnifying Parties) of Thirty Million Dollars ($30,000,000) from any payment of Earnout Consideration; (ii) indemnification for Losses as a result of or arising out of Fundamental Claims and/or Losses resulting from or arising out of Sections 9.2(a)(ii)-(xi) (“Additional Fundamental Claims”) shall, for each Indemnifying Party, be limited to the lower of (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 100% of the Purchase Price actually paid to such Indemnifying Party under this Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (iii) indemnification for Losses as a result of or arising out of IP Claims shall, for each Indemnifying Party, be limited to the failure lower of any Primary Obligor (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 30% of the Purchase Price actually paid to have paid the indemnified such Indemnifying Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (iv) indemnification for Losses as a result of or arising out of Company Fraud Claims shall, for each Indemnifying Party, be limited to the lower of (A) such Indemnifying Party’s Pro Rata Share of the applicable Losses and (B) 100% of the Purchase Price actually paid to such Indemnifying Party under this Agreement (including, without duplication, such Indemnifying Party’s Pro Rata Share of Indemnification Escrow Amount, and Shareholders’ Representative Expense Amount and any Earnout Consideration which was paid or due to such Indemnifying Party); (v) indemnification for Losses as a result of or arising out of (A) Section 9.2(b), shall not result in any liability to any Indemnifying Party except the specific Indemnifying Party whose actions or omissions are the subject of such indemnification claim for Losses pursuant to Section 9.2(b) (the “Responsible Indemnifying Party”), (B) Company Securityholder Fundamental Claims and claims under Section 9.2(b)(ii) (“Company Securityholder Covenant Claims”) shall be reduced by limited with respect to each Responsible Indemnifying Party at the amounts Purchase Price actually recovered by an indemnified paid to such Responsible Indemnifying Party from a Primary Obligor(including, net without duplication, such Responsible Indemnifying Party’s Pro Rata Share of premium increasesIndemnification Escrow Amount, deductibles Shareholders’ Representative Expense Amount and other costs reasonably incurred by the indemnified Party in connection with any Earnout Consideration which was paid or due to such recovery, including investigation of the underlying claim Indemnifying Party) and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor C) Company Securityholder Fraud Claims shall not be entitled subject to any limitation and instead the liability of each Responsible Indemnifying Party shall not be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIlimited.

Limitations. Recovery by Indemnified Parties of their Indemnifiable Damages will be subject to the following limitations: (a) Transferor shall not be liable under Other than pursuant to Section 7.02(a)(i) 8.2(a)(vi), with respect to Indemnifiable Damages claimed pursuant to Section 8.2(a): (i) except as set forth below, no Indemnified Party shall have any breach of, or inaccuracy in, any Transferor Limited Representation until indemnification obligations unless the aggregate amount of all such Losses Indemnifiable Damages (excluding Indemnifiable Damages pursuant to Section 8.2(a)(vi)) exceeds an amount equal to 2.0% of $5,000,000 (the Consideration“Deductible”), in which event Transferor shall be liable case the Indemnified Parties may make claims for all the amount of such Losses Indemnifiable Damages only in excess of the Deductible, subject to the conditions and other limitations of this ARTICLE VIII; and (ii) an Indemnified Party may recover its Indemnifiable Damages solely by reclaiming cash from the first dollar; providedHoldback Fund. Notwithstanding the foregoing, however(x) the Deductible shall not apply to Indemnifiable Damages pursuant to Section 8.2(a)(vi) and (y) in the case of claims under Section 8.2(a)(vi), that (A) an Indemnified Party may recover its Indemnifiable Damages directly from the Company Holders only after exhausting the available Holdback Fund and (B) the aggregate amount liability of all Losses the Company Holders for which Transferor shall be liable Indemnifiable Damages under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this ARTICLE VIII shall not exceed an the total amount equal to 10.0% of the ConsiderationMerger Aggregate Consideration actually received by such Company Holders hereunder. (b) If The Indemnified Parties shall not be entitled to recover any Loss sustained Indemnifiable Damages relating to any Indemnifiable Matter arising pursuant to one provision of this Agreement to the extent that the Indemnified Parties have already recovered the same Indemnifiable Damages with respect to such Indemnifiable Matter pursuant to any other provision of this Agreement. (c) The amount of Indemnifiable Damages payable by an indemnified Party is covered a Company Holder under this ARTICLE VIII shall be reduced by (i) any insurance proceeds received from an insurance policycarrier by the Indemnified Party with respect thereto (net of any costs or recovery, applicable deductibles, premium adjustment (retroactive or an indemnification, contribution prospective) or similar obligation of another Person (a "Primary Obligor"costs or payments), and (ii) indemnity or contribution amounts received from third parties (net of any applicable costs of recovery or collection thereof); provided that if an Indemnified Party receives insurance proceeds, indemnity or contribution amounts, after having received payment from (or on behalf of) any Company Holder with respect to any Indemnifiable Damages, such Indemnified Party shall refund such Company Holder up to the indemnified lesser of (x) the amount of the insurance proceeds received and (y) the amount of indemnification received by the Indemnified Party from the Company Holders. 77 (d) For the purpose of determining the failure of any representations or warranties to be true and correct, the breach of any covenants and agreements, and the amount of the Indemnifiable Damages pursuant to this ARTICLE VIII, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and without effect. (e) The Indemnified Parties shall use commercially reasonable efforts to recover mitigate the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Indemnifiable Damages to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified required by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIApplicable Law.

Limitations. (a) Transferor The cumulative indemnification obligation under this Article IX of State Street shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which no event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% $209,000,000. The cumulative indemnification obligation under this Article IX of the ConsiderationDST and its Affiliates shall in no event exceed an amount equal to $209,000,000. (b) If any Loss sustained by an indemnified Party is covered by an insurance policyWith respect to each indemnification obligation contained in this Agreement, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) each such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII obligation shall be reduced by any tax benefit actually realized by the Indemnified Party with respect to the indemnifiable Loss in the tax period such Loss was incurred or in the immediately subsequent tax period (determined on a “with and without” basis) and (ii) all Losses shall be net of any amounts actually that have been recovered by an indemnified the Indemnified Party from a Primary Obligorpursuant to any indemnification by, net or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of premium increases, deductibles and other costs reasonably incurred by the indemnified Party reimbursement in connection with respect of such recovery, including investigation of the underlying claim and of collection Losses. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery c) Notwithstanding anything in this Agreement or in any schedule or certificate delivered pursuant to this Agreement to the indemnifying contrary, in no event shall any Party have any liability under this Agreement or any schedule or certificate delivered pursuant to the extent this Agreement (including under this Article IX) for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of such prior indemnificationrevenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach of this Agreement or any schedule or certificate delivered pursuant to this Agreement). Notwithstanding the foregoing, Transferor the limitations set forth in this Section 9.03(c) shall not be entitled apply to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable Third Party Claims. (d) Notwithstanding anything to the contrary in this Article IX, no Party shall make a claim for indemnification under pursuant to this ARTICLE VIIArticle IX against an Affiliate of such Party.

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement: (i) no individual claim or series of related claims for indemnification under Section 9.1(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [*]; (ii) the Buyer shall not be liable permitted to recover any Damages under Section 7.02(a)(i9.1(a) with respect until such Damages exceed the Deductible, at which point the Buyer shall recover such Damages in excess of the Deductible; and (iii) subject to any breach ofSection 9.6, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% Damages that may be recovered by the Buyer under this Article IX shall not exceed the balance of the Consideration, in which event Transferor Escrow Account and shall be liable for all such Losses from payable solely out of the first dollarEscrow Account pursuant to the terms of the Escrow Agreement; provided, however, that the aggregate amount limitations set forth in clauses (i) and (ii) of all Losses for which Transferor shall be liable under this Section 7.02(a)(i9.5(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% apply in the case of the ConsiderationExcluded Matters. (b) If In no event shall any Loss sustained Company Equityholder have any personal liability for any Damages and the Buyer’s sole recourse for any Damages shall be to the proceeds available in the Escrow Account. (c) The amount of Damages recoverable by an indemnified Indemnified Party is covered under this Article IX with respect to an indemnity claim shall be reduced by an insurance policy, (i) the amount of any net Tax benefit actually received in cash or in actual reduction of a current Tax liability by the Indemnified Party (or an indemnificationAffiliate thereof) (after first taking into account all other items of income, contribution gain, loss, deduction or similar obligation credit (or any other Tax attributes) of another Person such Person) directly attributable to the incurrence or payment of the underlying obligations relating to such indemnity claim in the taxable year of such incurrence or payment and the next taxable year immediately following such taxable year and (ii) the amount of any insurance payment received by such * Omitted information is the subject of a "Primary Obligor"), request for confidential treatment pursuant to Rule 24b-2 under the indemnified Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim. An Indemnified Party shall use commercially reasonable efforts to recover pursue, and to cause its Affiliates to pursue, all insurance claims to which it is entitled, the Loss proceeds of which would provide compensation with respect to the Damages that are the subject of such indemnity claim. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Damages for which it has already been paid under this Article IX, the Indemnifying Party shall be reimbursed within 30 days after received such insurance payment by an amount equal to the lesser of (A) the amount previously received by the Indemnified Party under this Article IX with respect to such claim or (B) the amount of such insurance payment; provided that, if the indemnity claim was made by Buyer, (x) if the reimbursement is to be paid prior to the termination of the Escrow Account, it shall be paid to the Escrow Account to be held in the Escrow Account, (y) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the amount of outstanding open indemnity claims exceed the amount the held in the Escrow Account, then the amount of such excess (or, if such reimbursement is less than the amount of such excess, the amount of such reimbursement) shall be paid to the Escrow Agent to be held in the Escrow Account, and Buyer shall pay any remaining amount of such reimbursement to the Company Equityholders and (z) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the there are no open indemnity claims, then Buyer shall pay the amount of such reimbursement to the Company Equityholders. (d) Except with respect to claims for actual fraud against the individual guilty of such fraud, claims against the Stockholders’ Representative pursuant to the Stockholder Rep Confidentiality Agreement and claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, from and after the Primary Obligor; provided, however, that Closing (i) such efforts subject to the last sentence of Section 11.9, the rights of the indemnified Party Indemnified Parties under this Article IX shall not require litigation be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or other extraordinary activitiesotherwise relating to the transactions that are the subject of, this Agreement and (ii) subject to Section 9.6, the indemnified Party may attempt proceeds available in the Escrow Account shall be the sole and exclusive means for the Buyer to recover from the indemnifying Party collect any Damages for which it is entitled to indemnification under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to Article IX. Without limiting the failure generality of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor in no event shall not any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) For purposes of this Article IX, (i) if the Company Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be indemnified by deemed to refer to the Stockholder Representatives and (ii) if the Company Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or otherwise recover a right to receive any amount from payments) shall be deemed to refer to the Stockholder Representatives. (f) Notwithstanding anything to the contrary in this Agreement, the Company Equityholders shall not have any Transferred liability to the Buyer if any Tax attributes of the Company or Hoshi if such amount would constitute Losses any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, the Buyer, or any of their Affiliates for which Transferor any taxable period or portion thereof ending after the Closing Date. * Omitted information is otherwise liable the subject of a request for indemnification confidential treatment pursuant to Rule 24b-2 under this ARTICLE VIIthe Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

Limitations. (a) Transferor Subject to the limitations set forth in this Section 8 and except in the case of Fraud (as set forth in Section 8.11), the Parent Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 8.1(a) shall be as provided in Section 8.8. Notwithstanding anything herein to the contrary, and except in the case of Fraud (as set forth in Section 8.11), in no event shall any Participating Securityholder’s aggregate liability to the Parent Indemnified Parties for indemnification claims pursuant to this Section 8 exceed (i) an amount equal to the portion of the Aggregate Merger Consideration actually received (or, if applicable, which become payable in the case of the positive Adjustment Amount, the CR Sanjiu Payments, the Seller Note or the Contingent Payments) by such Participating Securityholder (the “Overall Securityholder Cap”), or (ii) such Participating Securityholder’s Ownership Percentage of any applicable Loss. Subject to Section 8.6(b), in no event shall Parent’s aggregate liability to the Participating Securityholders for indemnification claims pursuant to this Section 8 exceed an amount equal to the portion of the Aggregate Merger Consideration actually received (or, if applicable, which become payable in the case of the positive Adjustment Amount, the CR Sanjiu Payments, the Seller Note or the Contingent Payments) by the Participating Securityholders (the “Overall Parent Cap”). The parties acknowledge that there shall not be liable any duplicative recovery for any Losses arising from the same facts and circumstances. (b) Notwithstanding anything to the contrary contained in this Agreement, (x) no Indemnified Party shall be entitled to recover any Losses under Section 7.02(a)(i8.1(a) or Section 8.2(a) unless and until the aggregate Losses for which they would otherwise be entitled to indemnification under Section 8.1(a) or Section 8.2(a) exceed $[***] (the “Indemnity Deductible”), at which point the Indemnified Party shall become entitled to be indemnified only for such Losses in excess of the Indemnity Deductible, (y) the Parent Indemnified Parties shall be entitled to recover any Losses under Section 8.1(a) except in the case of Fraud (as set forth in Section 8.11) (A) other than Specified Representations and Tax Representations, up to but not exceeding an amount equal to $[***] and (B) with respect to any breach ofIntellectual Property Representations, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds up to but not exceeding an additional amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar$[***]; provided, however, that the aggregate amount of all Losses for which Transferor Indemnity Deductible shall be liable under Section 7.02(a)(i) with respect not apply to any Losses related to the inaccuracy in or breach ofof any of the Specified Representations, or inaccuracy inthe Tax Representations, any Transferor Limited Representation shall not exceed an amount equal Losses relating to 10.0% the disclosures set forth in Schedule 8.6(b) or in the case of the ConsiderationFraud. (bc) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses subject to indemnification under this Section 8 shall be calculated net of any insurance proceeds actually received covering such Losses that are the subject of the claim for indemnification (net of any costs of recovery and any increase in premiums). In the event that any insurance proceeds are received with respect to a Loss for which an indemnifying any Indemnified Party is responsible has been indemnified pursuant to this Section 8, then a refund equal to the amount of such insurance proceeds (net of any costs of recovery and any increase in premiums) shall be made to the Indemnifying Party that made such payments to the relevant Indemnified Party at the time of the payment of the next portion of the Aggregate Merger Consideration to the Indemnifying Party. (d) The amount of Losses subject to indemnification under this ARTICLE VII Section 8 shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, calculated net of premium increasesany Tax deduction, deductibles and other costs reasonably incurred by refund or credit available to the indemnified Parent Indemnified Party (or any of its Affiliates) arising in connection with the facts or circumstances giving rise to such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Losses to the extent actually realized in cash Tax savings (determined on a “with and without” basis, as determined by Parent in its sole discretion) in the taxable year in which such Losses occur. (e) Other than in the case of such prior indemnification. Notwithstanding any of the foregoingSpecified Representations, Transferor “material” and “Company Material Adverse Effect” or similar materiality type qualifications contained in the representations and warranties of the Company set forth in this Agreement shall be ignored under this Section 8 for purposes of determining whether or not a breach or inaccuracy of a representation or warranty has occurred and determining the amount of any Losses. (f) The representations, warranties and covenants of the Company, and the Parent Indemnified Party’s right to indemnification with respect thereto, shall not be entitled to be indemnified affected or deemed waived by reason of any investigation made by or otherwise recover on behalf of the Parent Indemnified Party (including by any amount from of its representatives) or by reason of the fact that the Parent Indemnified Party or any Transferred Company of its representatives knew or Hoshi if should have known that any such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIrepresentation or warranty is, was or might be inaccurate or by reason of the Parent Indemnified Party’s waiver of any condition set forth in Section 6.

Limitations. (a) Transferor shall not be liable The maximum liability of each Seller under Section 7.02(a)(i8.2(a) and the maximum liability of the Purchaser under Section 8.3 shall, with respect to each, not exceed the Purchase Price payable to Sellers pursuant to Section 2.3 less, in the case of each of the Sellers, any amounts recovered under the Special Policy with respect to the applicable claim (the “Indemnity Amount”). For the purposes of calculating the Indemnity Amount, all indemnification payments actually made to the Purchaser Indemnified Parties (whether for breaches of representations and warranties or otherwise) prior to or on the date of such calculation shall be combined and if the aggregate amount of such indemnification payments exceeds the applicable Indemnity Amount, no further indemnification claims by the Purchaser Indemnified Parties shall be permitted. (b) The obligations of an Indemnifying Party to defend and hold harmless an Indemnified Party pursuant to Section 8.2(a) or Section 8.3 (as the case may be) will terminate when the applicable representation, warranty, covenant or agreement expires pursuant to Section 8.1. As such and notwithstanding anything herein to the contrary, an Indemnified Party must give notice to the relevant Indemnifying Party of any claim for indemnification with respect thereto under this Article VIII in writing setting forth the specific claim and the basis therefor in reasonable detail prior to such date (if then known); provided, however, that as to Sections 8.2 and 8.3, such obligations to indemnify, defend and hold harmless will not terminate with respect to any breach ofindividual item as to which an Indemnified Party shall have, or inaccuracy inbefore the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim, if then known) to the applicable Indemnifying Party, according to the method of asserting claims established in Section 8.5. (c) An Indemnified Party shall use all commercially reasonable efforts to mitigate its Losses hereunder. Any Losses shall be computed net of any insurance proceeds (net of direct collection expenses, self-insurance costs, premiums and deductibles) actually received by the Indemnified Party on account of such Losses. For the purposes of calculating the amount of Losses hereunder, any Transferor Limited Representation until materiality, “Business Material Adverse Effect,” “materiality” or similar qualifications shall be disregarded. (d) In the aggregate amount event any Group Company suffers, incurs or otherwise becomes subject to any Losses as a result of all such Losses exceeds an amount equal to 2.0% or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation, then the Purchaser shall also be deemed, by virtue of its ownership of the ConsiderationCompany Shares, to have incurred Losses as a result of and in which event Transferor shall be liable for all connection with such Losses from the first dollarinaccuracy or breach; provided, however, that the aggregate amount of all Losses Purchaser Indemnified Parties shall only be able to recover any Loss once and, in the event the Purchaser has recovered for which Transferor such Loss, or such Loss is specifically reflected in calculations set forth on the Final Statement, pursuant to Section 2.4, the Purchaser shall not be liable under Section 7.02(a)(ientitled to recover again for such Loss. (e) This Article VIII shall not apply to matters with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed which an amount equal adjustment to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party Purchase Price is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligorprovided under Section 2.4; provided, however, that (ithis Section 8.4(e) such efforts of the indemnified Party shall not require litigation affect the Purchaser’s right to indemnification for breaches of any representations, warranties, covenants (other than the covenants in Section 6.1(b)(i) and Section 6.13), or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under agreements in this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIITransaction Document.

Limitations. (a) Transferor Notwithstanding anything herein to the contrary: (i) no Buyer Indemnified Party or Vendor Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent any Buyer Indemnified Party or Vendor Indemnified Party, as the case may be, has been reimbursed for such amount under any other provision of this Agreement (including by reason of such amount having been taken into account in the determination of the Closing Cash, Closing Indebtedness, Closing Working Capital, Closing CINGSA Budgeted Capex, Closing Incremental CINGSA Capex, Closing CINGSA Unbudgeted Capex, Closing ENSTAR Budgeted Capex, Closing Incremental ENSTAR Capex or Closing ENSTAR Unbudgeted Capex pursuant to Section 2.8); (ii) if Closing occurs, (A) to the extent not arising out of or in connection with a breach of any representation or warranty made in Article 3, Article 4 or Article 6, in no event shall any Party be liable under this Article 12 for any exemplary, punitive, special, consequential or indirect damages, or damages measured by lost profits or diminution of value or any loss of goodwill or possible business after the Closing, whether actual or prospective, except to the extent any such damages (x) are included in any Third-Party Claim against an Indemnified Party for which such Indemnified Party is entitled to indemnification under this Agreement or (y) other than exemplary, punitive, special, consequential or indirect damages, are the direct and reasonably foreseeable result of such breach or the matter giving rise to the applicable claim for indemnification under this Article 12, and (B) solely to the extent arising out of or in connection with a breach of any representation or warranty made in Article 3, Article 4 or Article 6, in no event shall any Party be liable under this Article 12 for any punitive damages other than penalties imposed by a Tax Authority; (iii) Vendor shall not be liable under Section 7.02(a)(ifor any Losses: (i) to the extent such Losses arise out of any voluntary act, omission, transaction or arrangement carried out by or on behalf of Buyer or any of its Affiliates after the date hereof; or (ii) suffered or incurred by any Conveyed Entity or by Vendor, APC, or NewCo, as applicable (each in respect of the Conveyed Entity Assets) prior to the Closing Date to the extent arising out of or in connection with a matter that is resolved or cured prior to the Closing Date; and (iv) the aggregate liability of Vendor to the Buyer Indemnified Parties for Losses with respect to any breach of, by Vendor or inaccuracy in, any Transferor Limited Representation until its Affiliates (including the aggregate amount Conveyed Entities) or Representatives of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 8.9 shall not exceed an amount equal to 10.0% of the Considerationout-of-pocket fees and expenses incurred by the Buyer Indemnified Parties in connection with undertaking the Debt Financing. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Each Indemnified Party shall use commercially reasonable efforts to recover mitigate his, her or its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so use commercially reasonable efforts to mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss from that reasonably would have been avoided had the Primary Obligor; provided, however, that (i) Indemnified Party made such efforts efforts. Without limiting the generality of the indemnified foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or would reasonably be expected to result in an indemnifiable Loss or a Third-Party Claim for which the Indemnifying Party may be required to indemnify such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly; provided that failure to so provide such notice shall not require litigation or other extraordinary activitiesrelieve the Indemnifying Party of its indemnification obligations except, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party only to the extent that, as a result of such prior indemnification. Notwithstanding failure, the foregoing, Transferor shall not be entitled to be indemnified Indemnifying Party was prejudiced by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIfailure.

Limitations. Notwithstanding any other provision of this Agreement: (a) Transferor The Seller Indemnified Parties and the Buyer Indemnified Parties shall not be liable under Section 7.02(a)(iuse commercially reasonable efforts to mitigate any Losses. (b) Each Party acknowledges and agrees that the sole and exclusive monetary remedy with respect to any and all claims (other than claims of fraud or intentional misrepresentation) relating to this Agreement, whether stated in terms of breach ofof contract, breach of representation and warranty, indemnification, or inaccuracy inotherwise, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from pursuant and subject to the first dollarindemnification provisions set forth in this Article 10; provided, however, that nothing herein shall limit the aggregate amount rights of all Losses any Party to seek and obtain injunctive, equitable or similar relief of any kind. Any liability for which Transferor shall indemnification under this Agreement will be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% determined without duplication of recovery by reason of the Considerationstate of facts giving rise to the liability constituting the breach of more than one representation, warranty, covenant or agreement. (bc) If any Loss sustained by an indemnified No Seller Indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Buyer Indemnified Party shall use commercially reasonable efforts be entitled to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of any insurance proceeds to which any such prior person is entitled with respect the matters giving rise to the claim for indemnification. (d) All amounts recoverable by the Buyer Indemnified Parties from the Seller Indemnifying Parties or by the Seller Indemnified Parties from the Buyer, as the case may be, shall be net of tax benefits received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, on account of any Losses subject to indemnification hereunder. Notwithstanding In the foregoingevent the tax benefits cannot reasonably be determined with certainty at the time the indemnification payments are otherwise due and payable hereunder, Transferor the Seller Indemnifying Parties or Buyer, as the case may be, shall not be entitled delay payment hereunder on account of such uncertainty and the Parties agree to be indemnified negotiate in good faith a reasonable estimate of the tax benefits in order to permit the Seller Indemnifying Parties’ or Buyer’s, as the case may be, timely payment of all indemnification amounts hereunder. To the extent the Seller Indemnifying Parties indemnify any Buyer Indemnified Party or the Buyer indemnifies any Seller Indemnified Party, as the case may be, on any claim referred to in the previous sentence, Buyer Indemnified Party or the Seller Indemnified Party shall, to the extent applicable, pay to the Seller Indemnifying Parties or the Buyer, respectively, the amount of any net tax benefits subsequently determined to have been received by the Buyer Indemnified Parties or otherwise recover any amount from any Transferred Company the Seller Indemnified Parties on account of the Losses with respect to which indemnification was paid by the Seller Indemnifying Parties or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthe Buyer.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in connection with the facts with respect to any breach ofwhich an Indemnitor has previously been indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the expenses incurred by it in procuring such Losses exceeds an recovery), but not in excess of any amount equal previously so paid by the Indemnitor to 2.0% or on behalf of the Consideration, Indemnified Party in which event Transferor shall be liable for all respect of such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationmatter. (b) If Any Indemnified Party’s right to indemnification for Losses or other remedies pursuant to this Article XI shall not be affected or deemed waived by reason of any Loss sustained by an indemnified Party is covered by an insurance policyinvestigation conducted, or an indemnification, contribution any knowledge or similar obligation information acquired (or capable of another Person (a "Primary Obligor"being acquired), by such Indemnified Party (or any Representative of such Indemnified Party or its Affiliates) at any time, whether before or after the indemnified Closing Date, relating to the facts, matters or circumstances constituting or resulting in the Breach (alleged or otherwise) of the representation, warranty, covenant or agreement giving rise to such Losses. (c) Except for remedies that cannot be waived as a matter of law, injunctive and provisional relief (including, but not limited to, specific performance) and claims based on fraud or intentional misrepresentation, if the Closing occurs, this Article XI shall be the exclusive remedy for Breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the operations of the Company Group or the Business or the sale of the Securities contemplated hereby. (d) Seller shall have no indemnity obligation under this Article XI or otherwise for any Liability or Loss arising from any Excluded Scheduled Environmental Conditions or any other Excluded Environmental Liability to the extent that Buyer conducts or grants any third party permission to conduct any environmental sampling or testing of soil, subsurface strata, surface water, groundwater, sediments or ambient air at, on, under or within any portion of any Real Property unless (x) in response to an immediate, imminent and substantial threat to human health or the environment, or (y) required under applicable Environmental Law or by a Governmental Body, or (z) done for a legitimate business purpose (including as necessary for financing purposes, in connection with the sale of the business or in the ordinary course of operations) and not for the purpose of identifying a Liability subject to Seller’s indemnity obligation herein in order to make a claim under this Article XI. (e) Notwithstanding anything in the Agreement to the contrary (including Schedule 1.1(j)), Seller shall have no liability for or indemnity obligation under this Article XI or otherwise for any Liability or Loss arising from any asbestos-containing materials except pursuant to Section 11.1(a)(vii). (f) In no event shall any indemnification obligations under this Article XI require any Indemnitor to indemnify any Indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that under this Article XI for (i) such efforts any punitive damages or special damages (to the extent similar to punitive damages), except (A) in the case of the indemnified Party shall not require litigation fraud or other extraordinary activities, (B) damages awarded by a court of competent jurisdiction to a third Person with respect to a claim made by an unaffiliated third Person or (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and any consequential damages (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorkind or nature), net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection except (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party A) to the extent reasonably foreseeable as of the time of the Breach giving rise to such prior indemnification. Notwithstanding loss, (B) in the foregoing, Transferor case of fraud or (C) damages awarded by a court of competent jurisdiction to a third Person with respect to a claim made by an unaffiliated third Person. (g) Seller shall not be entitled have any obligation to be indemnified by or otherwise recover indemnify any amount from Buyer Group Member for any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIILiability taken into account in determining the Closing Date Net Working Capital.

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall not apply to indemnification claims under this Agreement: (i) the Seller shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until claims under Section 6.1(a) for only that portion of the aggregate amount of all Damages related to such Losses claims, considered together, which exceeds an amount equal to 2.0% $1,000,000; (ii) the aggregate liability of the Consideration, in which event Transferor shall be liable Seller for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable Damages under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this Article VI shall not exceed an amount equal to 10.0% $28,000,000; and (iii) the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 1.4, and the amount of any Damages for which a Party is entitled to indemnification as provided under this Article VI, shall be calculated net of any accruals, reserves or provisions therefor reflected in the determination of the ConsiderationKellwood Closing Net Worth Amount shown in the Final Closing Statement. (b) If In no event shall any Loss sustained Indemnifying Party be responsible or liable for any Damages or other amounts under this Article VI that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article VI. (c) The amount of Damages recoverable by an indemnified Indemnified Party is covered under this Article VI with respect to an indemnity claim shall be reduced by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) the amount of any payment received by such efforts of Indemnified Party (or an Affiliate thereof), with respect to the indemnified Party shall not require litigation or other extraordinary activitiesDamages to which such indemnity claim relates, from an insurance carrier, and (ii) the indemnified amount of any Tax benefit realized or realizable by such Indemnified Party may attempt (or an Affiliate thereof) which is attributable to recover the Damages to which such indemnity claim relates. For purposes of this Section 6.5(c), the Tax benefit realized by any Indemnified Party (or an Affiliate thereof) shall be determined as of the date of the receipt of payment from the indemnifying Indemnifying Party by calculating the present value of all expected reductions in Tax payments attributable to any expected deductions or decreases in income associated with the Damages to which such indemnity claim relates, assuming that the Indemnified Party is always subject to a total combined Tax rate of 45% and using a discount rate of 8% (compounded monthly). An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment 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 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Agreement before or simultaneously Article VI with respect to such efforts and claim plus the amount of the insurance payments received, over (iiiB) no indemnification or recovery the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Agreement shall be delayed Article VI. (d) To the extent any representation or withheld due warranty of the Seller in Article II is, to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation knowledge of the underlying claim and of collection (such amountBuyer on or prior to the Closing Date, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Partyuntrue or incorrect, the indemnified Party Buyer shall refund the Net Recovery have no rights to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIArticle VI by reason of such untruth or inaccuracy. (e) Except with respect to claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement, 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 covered by Section 6.1 or

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) Seller will have no indemnification liability for the breach of any representation or warranty set forth in Article II, unless on or before the first anniversary of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; PROVIDED, HOWEVER, that any claim with respect to any breach ofSECTION 2.8 taxes, 2.10 employee benefits or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) 2.11 only with respect to environmental matters may be made at any breach oftime, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal subject to 10.0% the applicable period of the Considerationstatute of limitations. (b) If Buyer will have no indemnification liability for the breach of any Loss sustained representation or warranty set forth in Article III, unless on or before the first anniversary of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by an indemnified Party is covered Seller. (c) Notwithstanding anything to the contrary contained herein, except in the case of fraud, neither Buyer nor Seller shall have any liability for any amounts of Damages exceeding $1,000,000 in the aggregate for all claims made by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor")the other party under this Article X. In addition, the indemnified amount of any Damages of any Seller Indemnified Party shall be reduced by any amount received by such Seller Indemnified Party with respect thereto under any insurance coverage. Likewise, the amount of any Damages of any Buyer Indemnified Party shall be reduced by any amount received by such Buyer Indemnified Party with respect thereto under any insurance coverage. Such Seller Indemnified Party or Buyer Indemnified Party, as applicable, shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedcollect any amounts available under such insurance coverage. If a Seller Indemnified Party or a Buyer Indemnified Party, howeveras applicable, that (i) receives an amount under insurance coverage at any time subsequent to any indemnification provided by Buyer or Seller, as applicable, then such efforts of the indemnified Seller Indemnified Party or Buyer Indemnified Party, as applicable, shall not require litigation promptly reimburse Buyer or other extraordinary activitiesSeller, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before as applicable, for any payment made or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably expense incurred by the indemnified Party Buyer or Seller, as applicable, in connection with providing such recoveryindemnification, including investigation up to such amount received by such Seller Indemnified Party or Buyer Indemnified Party, as applicable, but net of the underlying claim and of collection (any expenses incurred by such Seller Indemnified Party or Buyer Indemnified Party in collecting such amount. (d) The Promissory Note, a the Escrowed Shares, and $400,000 Offset (collectively, the "Net RecoveryINDEMNITY FUNDS"), shall be the sole recourse available to Buyer Indemnified Parties for any claims under ARTICLE X, and any obligation of Seller to compensate any Buyer Indemnified Party for any Damages shall be satisfied in Indemnity Funds; PROVIDED, HOWEVER, that nothing herein shall limit the remedies that Buyer Indemnified Parties may have for Damages based on fraud. If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent In furtherance of such prior indemnification. Notwithstanding the foregoing, Transferor any claim for Damages made against the Indemnity Funds shall not first be entitled to be indemnified by or otherwise recover debited against the Promissory Note until the principal amount and any amount from any Transferred Company or Hoshi if interest accrued through the date of such amount would constitute Losses for claim shall equal zero, next debited against the Escrowed Stock, which Transferor shares of Escrowed Stock shall have a Fair Market Value Per Share as of the date such claim is otherwise liable for indemnification under this ARTICLE VIImade against the Escrowed Stock, and last debited against the $400,000 Offset.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, the liabilities and obligations of Seller and MEDA and any of its Affiliates (ain particular Meda Pharma Sarl) Transferor asserted under Article VII of this Agreement shall be subject to the following limitations, save in respect of the Seller’s indemnity pursuant to Section 7.3 which shall not be liable under Section 7.02(a)(i) with respect so limited: 7.8.1 Seller and MEDA each shall not be responsible to MEDA Indemnified Parties and the Seller Indemnified Parties, respectively, for any misrepresentation or breach of, of a representation or inaccuracy in, any Transferor Limited Representation warranty contained in this Agreement until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the cumulative aggregate amount of all Losses and Litigation Expenses for which Transferor it would otherwise be obligated to pay under this Article VII exceeds US$40,000 (after taking into account any payments made directly or indirectly to MEDA Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments), whereupon such party shall be liable under Section 7.02(a)(i) with respect to MEDA Indemnified Parties or the Seller Indemnified Parties, as the case may be, for the full amount of such Losses and Litigation Expenses (after taking into account any breach ofpayments made directly or indirectly to MEDA Indemnified Parties or the Seller Indemnified Parties, or inaccuracy inas the case may be, as a result of any Transferor Limited Representation shall not exceed an applicable insurance payments). 7.8.2 The parties agree that the aggregate combined amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation obligations and liabilities of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that either party together with its Affiliates under (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, Article VII hereof for Losses and Litigation Expenses and (ii) the indemnified Party may attempt to recover from Sarl Asset Purchase Agreement shall not exceed the indemnifying Party Cash Consideration payable under this Agreement before or simultaneously with such efforts and plus the Cash Consideration (iiias defined therein) no indemnification or recovery payable under the Sarl Asset Purchase Agreement. Both Parties agree that they shall procure that their Affiliates do not make a claim under the Sarl Asset Purchase Agreement that will cause this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled limit to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIexceeded.

Limitations. (a) Transferor No Party shall not be liable required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may seek indemnification under Section 7.02(a)(i10.2(a) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation 10.3 until the aggregate amount of claims against that the Party seeking indemnification (a “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($30,000.00), after which the Claimant shall be entitled to recover, and the Indemnitor(s) shall be obligated for, all such Losses exceeds an amount equal to 2.0% losses, costs, liabilities, damages and expenses for Claimant in excess of the Consideration, in which event Transferor shall be liable for all first Thirty Thousand Dollars ($30,000.00) of such Losses from the first dollarlosses; provided, however, that the aggregate amount of all Losses for which Transferor this deductible shall be liable not apply to claims under Section 7.02(a)(i10.2(b). (c) with respect In addition to any breach ofthe foregoing, or inaccuracy inthe Company, any Transferor Limited Representation Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed an the amount equal to 10.0% number of Exchange Shares issued pursuant to this Agreement, multiplied by the ConsiderationAverage FinWise Share Price . (bd) If any Loss sustained by an indemnified Party is covered by an insurance policyFurther, or an indemnification, contribution or similar the obligation of another Person (a "Primary Obligor"any individual Exchangor to indemnify Buyer under Section 10.2(b), and the indemnified Party shall use commercially reasonable efforts Buyer’s obligation to recover the Loss from the Primary Obligor; providedindemnify an individual Exchangor, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, exceed the amount equal to the number of Exchange Shares received by the Exchangor multiplied by the Average FinWise Share Price. For purposes of Section 10.6 (iic) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iiid), any entity that is a Seller and its Beneficial Owner(s) no indemnification or recovery under this Agreement shall be delayed or withheld due treated as a single Exchangor. (e) In calculating the amount of losses to the failure of any Primary Obligor to have paid Buyer or the indemnified Party for Selling Parties under Section 10.2 and Section 10.3 such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII losses shall be reduced by the amounts actually recovered by an indemnified Party any recovery from any third party (including insurance proceeds) as a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation result of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery facts or circumstances giving rise to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIlosses.

Limitations. Notwithstanding anything herein to the contrary, no Indemnifying Party shall be liable under this Agreement for any punitive, consequential, special, incidental or indirect damages, including, without limitation, lost profits, lost revenues, lost opportunity or loss of business; provided, however, that this limitation shall not apply to (a) Transferor damages arising from third-party claims for which indemnification is sought, or (b) damages resulting from the Indemnifying Party’s gross negligence or willful misconduct. In the event of any losses or damages, or alleged losses or damages, giving rise to indemnification or a claim for indemnification under this Agreement, the Indemnified Party hereby covenants and agrees to use commercially reasonable efforts (not requiring material expense, litigation, or diversion of significant internal resources) to mitigate such loss or damages, and the resulting indemnified losses or damages. The amount of an Indemnified Party’s indemnification obligations hereunder will be offset by the amount of any insurance proceeds actually recovered from insurers with respect to such losses or damages (net of any deductibles, co-payments or out-of-pocket costs of collection and any increase in insurance premiums attributable to such recovery). The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a)(i7.01.(a) with respect to any breach ofor Section 7.02(a), or inaccuracy inas the case may be, any Transferor Limited Representation until the aggregate amount of all Losses in respect of indemnification under such Losses applicable section exceeds an amount equal to 2.0% of $6,500 (the Consideration“Deductible”), in which event Transferor the Indemnifying Party shall only be required to pay or be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% in excess of the ConsiderationDeductible. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VII.

Limitations. (a) Transferor Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall not be liable apply to indemnification claims under Section 7.02(a)(i) this Agreement (with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount exception of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationclaims based upon fraud): ****************************************************. (b) If In no event shall any Loss sustained Indemnifying Party be responsible or liable for any Damages or other amounts under this Article V that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages (except to the extent same are owing pursuant to a Third Party Claim). Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this Article V. (c) The amount of Damages recoverable by an indemnified Indemnified Party is covered under this Article V with respect to an indemnity claim shall be reduced by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) the amount of any payment received by such efforts of Indemnified Party (or an Affiliate thereof), with respect to the indemnified Party shall not require litigation or other extraordinary activitiesDamages to which such indemnity claim relates, from an insurance carrier, and (ii) the indemnified amount of any Tax benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all Tax benefits to which it may attempt be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to recover any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the indemnifying Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Agreement before Article V with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party was or simultaneously with such efforts and (iii) no indemnification or recovery has become entitled to receive under this Article V. (d) Except with respect to claims for fraud, or claims for equitable relief (including specific performance) made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article V shall be delayed the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 5.1 or withheld due Section 5.2 or otherwise arising out of, resulting from or relating to the failure of this Agreement (including any Primary Obligor to have paid the indemnified Party for such Loss. The amount of exhibits or schedules hereto), any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and Ancillary Agreement (including any exhibits or schedules thereto) or any certificates or other costs reasonably incurred by the indemnified Party instruments delivered in connection with such recoverythis Agreement or any Ancillary Agreement, including investigation or any of the underlying claim and transactions contemplated hereby or thereby. Without limiting the generality of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor except with respect to claims based on fraud, in no event shall not any Party, its successors or permitted assigns be entitled to be indemnified by claim or otherwise recover any amount from any Transferred Company or Hoshi if seek rescission of such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIItransactions.

Limitations. Except as otherwise provided herein: (a) Transferor shall not be liable If an Indemnified Party recovers Damages from an Indemnifying Party under Section 7.02(a)(i) 10.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages subject to the subrogation rights of any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% insurer providing insurance coverage under one of the Consideration, in which event Transferor shall be liable for all such Losses from Indemnified Party’s policies and except to the first dollar; provided, however, extent that the aggregate amount grant of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect subrogation rights to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% the Indemnifying Party is prohibited by the terms of the Considerationapplicable insurance policy. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses Damages owed to any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually recovered (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such party shall reimburse the Indemnifying Party for such reduction in Damages for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an such party was indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery prior to the indemnifying Party to the extent realization of such prior indemnificationreductions of Damages). (c) Minto Delaware agrees to pledge the shares of Common Stock and Series A Preferred Stock held by Minto Delaware as collateral for the indemnification obligations of each of Minto Delaware and Minto Holdings set forth in this Article X for a period of three years following the Initial Closing. Minto Delaware shall deliver possession of its shares of Common Stock and Series A Preferred Stock at the Initial Closing to secure the pledge. Notwithstanding the foregoing, Transferor Minto Delaware shall not be entitled have the right to be indemnified (i) borrow up to 50% of the liquidation amount of the shares of Series A Preferred Stock held by it and (ii) pledge, mortgage or otherwise recover create any amount from other lien or security interest (in all cases, senior to the Purchaser’s security interest) on any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIand all of the shares of Common Stock and Series A Preferred Stock in favor of a third party lender. The Purchaser agrees to execute any reasonable documentation to accomplish the foregoing on a prompt basis.

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable treated for Tax purposes as an adjustment of the Purchase Price to the extent such characterization is proper or permissible under relevant Tax law, including court decisions, statutes, regulations and administrative promulgations. (b) All Liabilities and Expenses recoverable by an Indemnified Party under Section 7.02(a)(i9.1 or 9.2 shall be net of recoveries, contributions, indemnification or other similar payments from third Persons actually received by such Indemnified Party, less the reasonable costs of recovering amounts (including but not limited to any insurance proceeds) from such third Persons. Any such amounts received by an Indemnified Party with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnified Party shall not be obligated to pay over any such amount in excess of the amount paid by the Indemnitor to the Indemnified Party with respect to such claim. The Indemnified Party shall use its commercially reasonable efforts to receive such indemnification payments from third Persons. (c) Except for remedies that cannot be waived as a matter of Law and injunctive relief and except with respect to fraud, if the Closing occurs, this Section 9 shall be the exclusive remedy for breaches of this Agreement or otherwise in respect of the sale of the Assets contemplated hereby. (d) If any Seller breaches any covenant in Section 6.6 (Confidentiality), Sellers acknowledge such violation or breach ofmay cause irreparable injury to Buyer, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all which may be impossible to estimate or determine and which may not be adequately compensated by monetary damages. Accordingly, Buyer shall be entitled to specific performance, temporary and permanent injunctive relief or such Losses exceeds an amount equal other equitable remedies as may be available from any court of competent jurisdiction without the necessity of posting a bond. (e) Notwithstanding anything contained herein to 2.0% of the Considerationcontrary, in which event Transferor no Indemnitor shall be liable pursuant to this Section 9 to any Indemnified Party for all such Losses from the first dollarspecial, punitive, consequential or incidental damages; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation foregoing shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained preclude recovery by an indemnified Indemnified Party is covered pursuant to this Section 9 of any special, punitive, consequential or incidental damages actually paid by an insurance policy, or an indemnification, contribution or similar obligation of another Person (Indemnified Party as a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure result of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthird party claim.

Limitations. (a) Transferor shall not be liable The parties hereto agree that their respective remedies under Section 7.02(a)(i) Article IX of this Agreement are their exclusive remedies under this Agreement, including without limitation, any matter based on the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any party hereto contained herein or based on the failure of any covenant, agreement or undertaking herein, and the parties hereto hereby waive any claims with respect to any breach ofother right of contribution or indemnity available against any Indemnifying Party hereunder in such capacity on the basis of common law, statute or inaccuracy in, any Transferor Limited Representation until otherwise beyond the aggregate amount express terms of all such Losses exceeds an amount equal to 2.0% of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollarthis Agreement; provided, however, that the aggregate amount of all Losses this exclusive remedy for which Transferor shall be liable damages does not preclude a party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationthis Agreement. (b) If Notwithstanding any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation other provision of another Person (a "Primary Obligor")this Agreement, the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts liability for indemnification of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery any Indemnifying party under this Agreement shall be delayed or withheld due to not exceed the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation actual damages of the underlying claim party entitled to indemnification and of collection shall not include incidental, consequential, indirect, special, punitive, exemplary or other similar damages or diminution in value, other than compensatory damages. (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor c) Sellers shall not be entitled required to be indemnified make any payment pursuant to this Article IX for any Damages arising out of matters described in Section 9.1(c) unless the aggregate amount of Damages incurred by or otherwise recover any Mackinac Indemnified Parties shall exceed $50,000 and then for the full amount of such Damages from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable the first dollar. (d) The maximum aggregate liability of Sellers for indemnification under pursuant to this ARTICLE VIIArticle IX, and Mackinac Indemnified Parties’ sole and exclusive recourse for indemnification Damages resulting in indemnification claims hereunder, shall be limited to $370,000 in the aggregate. (e) No Seller shall be responsible for any Damages in an amount that exceeds such Seller’s percentage ownership of the Shares multiplied by the amount of such Damages. (f) Sellers shall not be required to make any payment for any Damages disclosed in the Disclosure Schedule to this Agreement.

Limitations. (a) Transferor The amount of any Losses under Section 11.02(a) or Section 11.02(b), as the case may be, shall be reduced by the net amount of any insurance proceeds actually paid to the Indemnified Party as a result of the matters underlying such claim, after upward adjustment for any premium increases attributable to the matters underlying such claim. The reduction specified in this Section 11.03(a) shall not be liable under Section 7.02(a)(iapplied to the extent insurance proceeds are paid by the Indemnified Party's self-insurance program. (b) with respect to any breach of, or inaccuracy inTo the extent permitted by Law, any Transferor Limited Representation payment made by an Indemnifying Party pursuant to this Article XI shall be treated on the Parties' Tax returns as an adjustment to the Purchase Price for all Tax purposes. The portion of any such payment that is reasonably attributable to a particular Purchased Asset shall be deemed to be an adjustment to the consideration allocated to such Purchased Asset. The portion of any such payment that is not reasonably attributable to a particular Purchased Asset shall be deemed to be an adjustment to the consideration allocated to all Purchased Assets, with such adjustment calculated on a pro rata basis. The rights to indemnification and reimbursement under this Article XI shall not be subject to set-off for any claim by any Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party's claim. (c) In the event a claim for indemnification or reimbursement under this Article XI shall have been finally determined, the amount of the related Losses shall be paid by the Indemnifying Party to the Indemnified Party on or before the thirtieth (30th) day after such final determination, by wire transfer of immediately available funds. Any claim, the Indemnifying Party's liability therefor and the amount of the related Losses shall be "finally determined" when the parties to such claim have so determined by mutual written agreement or, if disputed, when a final and non-appealable Order of a court of competent jurisdiction shall have been entered concerning such matters. Such Losses paid later than thirty (30) days after being finally determined will accrue interest at a rate equal to the lesser of 1.5% per month and the maximum interest rate allowed by applicable Laws. (d) In no event shall Sellers be liable for any Losses pursuant to Section 11.02(a)(ii) unless and until the aggregate amount of all such Losses exceeds an amount equal to 2.0% of $1,000,000 (the Consideration"Threshold Amount"), in which event Transferor shall case Sellers shall, subject to the next sentence, be liable for all such Losses from in excess of the first dollar; provided, however, that the Threshold Amount. The cumulative aggregate amount of all Losses for which Transferor Sellers shall be liable under pursuant to Section 7.02(a)(i11.02(a)(ii) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall be one hundred million dollars ($100,000,000) if the Remaining Purchase Price is not exceed an amount equal to 10.0% of paid and one hundred five million dollars ($105,000,000) if the ConsiderationRemaining Purchase Price is paid. (be) If No Party shall be liable for consequential damages other than lost profits. Sellers shall not be liable for lost profits other than pursuant to Section 11.02(a)(ii) and the cumulative aggregate amount of lost profits for which Sellers shall be liable pursuant to Section 11.02(a)(ii) shall be twenty five million dollars ($25,000,000). Buyer shall not be liable for lost profits other than pursuant to Section 11.02(b)(ii) and the cumulative aggregate amount of lost profits for which Buyer shall be liable pursuant to Section 11.02(b)(ii) shall be twenty five million dollars ($25,000,000). No Party shall be liable pursuant to this Article XI for any Loss sustained by an indemnified Party is covered by an insurance policytreble or punitive damages, or an indemnificationfor any speculative damages, contribution or similar obligation except, in any such case, for those awarded by a court of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party competent jurisdiction in connection with such recoverya Third Party Claim asserted against an Indemnified Party. (f) The provisions of this Article XI shall constitute the Parties' sole remedies for breach of representation, including investigation misrepresentation, negligent representation and all similar causes of action accruing on or after the Closing, other than actual fraud, arising in connection with this Agreement, any Ancillary Agreement, or any of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by transactions contemplated hereby or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIthereby.

Limitations. i. If any fact, circumstance or event gives rise to a claim pursuant to multiple sections or provisions of this Agreement or any Schedule, agreement, certificate or other document delivered in connection herewith, the party asserting such claim shall have the right, at its sole discretion, to assert its claim pursuant to any or all such sections or provisions, but shall only be entitled to recover or be indemnified with respect to its actual Losses suffered or incurred notwithstanding the number of sections of this Agreement pursuant to which it assets its claim. ii. Notwithstanding the above, the amount of any indemnification under this Agreement shall be reduced by the amount of any insurance proceeds payable or Tax benefits allowable as a result any Losses. iii. Notwithstanding anything herein to the contrary, any Claims (a) Transferor shall not be liable under Section 7.02(a)(ias defined below) with respect to any breach ofwhich there is a finding or judgment of fraud, intentional misrepresentation or inaccuracy inwillful misconduct shall not be subject to the limitations under this Section 9. iv. EXCEPT FOR REMEDIES OF SPECIFIC PERFORMANCE, any Transferor Limited Representation INJUNCTION AND OTHER EQUITABLE RELIEF AND EXCEPT TO THE EXTENT CLAIMS INVOLVE FRAUD, INTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, THE SOLE AND EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT SHALL BE AS SET FORTH IN THIS SECTION 9. v. Neither party will be liable to the other party’s Indemnified Parties for indemnification under Section 9.a. or Section 9.b. until the aggregate amount of all such Losses in respect of indemnification under Section 9.a. exceeds an amount equal to 2.0% of $10,000 (the Consideration“Basket”), in which event Transferor shall such party will be required to pay or be liable for all such Losses from the first dollar; provided, however, that the . The aggregate amount of all Losses for which Transferor shall either party will be liable pursuant to Section 9.a. or Section 9.b. will not exceed the Purchase Price. vi. Notwithstanding anything in this Agreement to the contrary, no party will be entitled to indemnification or reimbursement under Section 7.02(a)(i) with respect any provision of this Agreement for any amount to the extent such party or its affiliate has been indemnified or reimbursed for such amount under any breach ofother provision of this Agreement, the Exhibits or the Disclosure Schedules attached to this Agreement, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party document executed in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by this Agreement or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIotherwise.

Limitations. (a) Transferor Notwithstanding anything to the contrary set forth in this Agreement, in no event shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate liability of a Party under this Agreement exceed the Final Cash Consideration (less the amount of all such Losses exceeds an amount equal to 2.0% of any insurance proceeds received by the ConsiderationBuyer Indemnitees (including under the RWI Policy), in which event Transferor shall be liable for all such Losses from the first dollarcase of Seller’s aggregate liability); provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation this paragraph shall not exceed an amount equal limit Seller Indemnitees indemnification obligation pursuant to 10.0% of the ConsiderationSection 7.2(a). (ba) If any Loss sustained by an indemnified Party is covered by an insurance policyExcept in the case of Fraud, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party Buyer Indemnitee shall use commercially reasonable efforts to recover any Losses under the Loss from RWI Policy in connection with any claim that is or would reasonably be recoverable under the Primary ObligorRWI Policy, prior to seeking indemnification under this Agreement (to the extent that such Buyer Indemnitee is entitled to indemnification for such Losses hereunder); provided, however, that (ix) Buyer shall have satisfied such obligation if they have made a claim under the RWI Policy (together with any supporting information reasonably requested by the insurer) and have used commercially reasonable efforts to pursue recovery thereunder for the Losses for which such indemnification is sought and the insurer has, in whole or in part, denied such claim under the RWI Policy or the insurer under the RWI Policy has asserted that coverage for such Losses is not available under the RWI Policy for any reason, including as a result of any exclusion or coverage limitation of the indemnified Party shall not require litigation or other extraordinary activitiesRWI Policy, (iiy) Buyer shall have provided to Seller copies of all claim notices to and correspondence with the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with insurer regarding its pursuit of recovery for such efforts Losses, and (iiiz) Buyer shall have no indemnification obligation to make any claim under the RWI Policy once the claims period under the RWI Policy has expired or recovery Buyer has recovered for Losses under the RWI Policy up to the coverage limitation thereunder. Any claim made under the RWI Policy and in accordance with this Agreement Section 7.4(a) shall be delayed or withheld due to the failure of any Primary Obligor deemed to have paid the indemnified Party for been validly made against Seller under Section 7.5 and such Loss. claim shall survive indefinitely. (b) The amount of any Losses for which an indemnifying Party is responsible that are subject to indemnification under this ARTICLE Article VII shall be reduced by the amounts amount of any insurance proceeds actually recovered received by an indemnified the Indemnified Party from a Primary Obligorin respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses, net of premium increases, deductibles and other the costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection and Taxes (such amount, a "Net Recovery"“Third-Party Payments”). If an Indemnified Party receives any Third-Party Payment with respect to any Losses for which it has previously been indemnified Party recovers from a Primary Obligor after being indemnified (directly or indirectly) by an indemnifying Indemnifying Party, the indemnified Indemnified Party shall refund the Net Recovery promptly pay to the indemnifying Indemnifying Party an amount equal to such Third-Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. (c) Notwithstanding anything to the contrary herein, in no event shall any Indemnifying Party be required to indemnify, defend, hold harmless, pay or reimburse any Indemnified Party for Losses under this Article VII to the extent such Losses were specifically taken into account in the determination of such prior indemnificationthe amounts reflected in the adjustments to the Final Cash Consideration. (d) No Indemnified Party will be entitled to recover damages in respect of any claim under this Agreement or otherwise obtain indemnification (including under the RWI Policy) more than once in respect of the same Losses suffered. Notwithstanding In the foregoingevent that any circumstance gives rise to more than one right of claim or constitutes a breach of more than one covenant or agreement hereunder, Transferor the relevant party shall not be entitled to be indemnified by or otherwise recover make recovery only once in respect of any amount from such Losses incurred. (e) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall have any Transferred Company liability to an Indemnified Party in respect of, and Losses shall not include, any punitive or Hoshi if other similar damages unless awarded to a third party pursuant to a Final Determination thereof, or any consequential or incidental damages unless such amount would constitute Losses for which Transferor is otherwise liable damages are a reasonably foreseeable consequence of the matter giving rise to a claim for indemnification under this ARTICLE VIIhereunder.

Limitations. (a) Transferor Any indemnity payment hereunder shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds treated for Tax purposes as an amount equal to 2.0% adjustment of the ConsiderationPurchase Price to the extent such characterization is proper or permissible under relevant Tax law, in which event Transferor shall be liable for all such Losses from the first dollar; providedincluding court decisions, howeverstatutes, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationregulations and administrative promulgations. (b) If No party shall have any Loss sustained liability under this Section 8 for any inaccuracy in or breach of any representation or warranty by an indemnified Party is covered by an insurance policysuch party if the other party or any of its officers, employees, attorneys or an indemnification, contribution other representatives or similar obligation of another Person (a "Primary Obligor"), advisors had actual knowledge on or before the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts Closing Date of the indemnified Party shall not require litigation facts as a result of which such representation or other extraordinary activities, warranty was inaccurate or breached. (iic) For purposes of determining the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII Liabilities and Expenses, such amount shall be reduced by the amounts amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) received or otherwise payable to Buyers (or deemed paid to thereto pursuant to the next sentence) in respect of the Liabilities and Expenses (net of any deductible amounts). For purposes of determining the Insurance Benefits, if Buyers elects not to maintain insurance coverage identical to the insurance coverage maintained by Sellers as of the Closing Date, Buyers shall be deemed to have received Insurance Benefits equal to the greater of the Insurance Benefits it would have received had it maintained such insurance policies in effect after the Closing or the Insurance Benefits it actually receives. (d) In calculating any Liability or Expense there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by an indemnified the Indemnified Party from any third Person with respect thereto; and (ii) any Tax benefit or refund actually received or enjoyed by the applicable Indemnified Party as a Primary Obligorresult of such Liability or Expense, net which Tax benefit shall be calculated based on an assumed rate equal to the highest percent combined federal and state Tax rates applicable to the Indemnified Party. Any such amounts or benefits received by an Indemnified Party with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of premium increasesthe amount paid by the Indemnitor to the Indemnified Party with respect to such claim. (e) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, deductibles if the Closing occurs, this Section 8 shall (in the absence of fraud) be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Assets contemplated hereby. In furtherance of the foregoing, Buyers and Sellers hereby waive on their own behalf and on behalf of each other costs reasonably applicable Indemnified Party, to the fullest extent permitted under applicable Law, any and all Actions it or they may have against Seller or Buyers, as the case may be, arising under or based upon any Law (including, without limitation, (i) any such Actions arising under or based on common law or otherwise, and (ii) any and all claims for Liabilities and Expenses or contribution arising under any Environmental Law). (f) No party hereto shall have any liability for any special, exemplary, punitive or consequential damages (including loss of profit or revenue) suffered or incurred by any Buyers Group Member or Seller Group Member, as the indemnified Party in connection with such recovery, including investigation case may be. (g) Seller shall have no liability under any provisions of the underlying claim this Agreement for any Liabilities and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party Expenses to the extent of that such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled Liabilities and Expenses relate to actions taken or omitted to be indemnified taken by Buyers or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIof its Affiliates with the respect to the Assets after the Closing Date.

Limitations. (a) Transferor shall not The amount of any Liabilities for which indemnification is provided under this Agreement will be liable net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including, without limitation, amounts actually recovered under Section 7.02(a)(iinsurance policies) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until such Liabilities. Any Indemnifying Party hereunder will be subrogated to the aggregate rights of the Indemnified Party upon payment in full of the amount of all such Losses exceeds the relevant indemnifiable Liabilities. An insurer who would otherwise be obligated to pay any claim will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount equal from a third Person in respect of Liabilities for which indemnification is provided in this Agreement after the full amount of such indemnifiable Liabilities has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Liabilities and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Liabilities, then the Indemnified Party will promptly remit to 2.0% the Indemnifying Party the excess (if any) of (I) the sum of the Consideration, amount theretofore paid by such Indemnifying Party in which event Transferor shall be liable for all respect of such Losses indemnifiable Liabilities plus the amount received from the first dollar; providedthird Person in respect thereof, however, that less (II) the aggregate full amount of all Losses for which Transferor shall be liable under Section 7.02(a)(isuch indemnifiable Liabilities and any previously unpaid or unreimbursed expenses (including reasonable attorney’s fees) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an incurred by such Indemnified Party in collecting such amount equal to 10.0% of the Considerationfrom such third Person. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party Any indemnification payment made under this Agreement before and any payment made by Worldwide to Tronox pursuant to Section 3.5(a) will be characterized for Tax purposes as a contribution or simultaneously distribution made prior to the completion of the Firm Offering or payment of an assumed or retained liability, as applicable. (c) Notwithstanding anything to the contrary in Section 5.1 or Section 5.2, indemnification with such efforts respect to Taxes shall be governed exclusively by the Tax Sharing Agreement. (d) Worldwide’s and (iii) no indemnification or recovery Tronox’s indemnity obligations under Sections 5.1 and 5.2 of this Agreement shall be delayed reduced to reflect any Tax Benefit (as defined below) realized, in the year in which the indemnity payment is required to be made or withheld due in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in a prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the failure Indemnifying Party the amount of such Tax Benefit. For purposes of this Agreement, “Tax Benefit” means any Primary Obligor deduction, amortization, exclusion from income or other allowance that actually reduces in cash the amount of Tax Parent, Tronox or their respective Affiliates (as applicable) would have been required to pay (or actually increases in cash the amount of Tax refund to which Parent, Tronox or their respective Affiliates (as applicable) would have paid been entitled) in the indemnified Party for such Lossabsence of the item giving rise to the indemnity claim. The For purposes of determining the amount of any Losses for which payment due to an indemnifying Indemnified Party is responsible under pursuant to this ARTICLE VII Section 5.4(d), Parent, Tronox and their respective Affiliates shall be reduced by the amounts actually recovered by an indemnified Party deemed to use all other deductions, amortizations, exclusions from a Primary Obligor, net of premium increases, deductibles and income or other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection allowances (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of that such prior indemnification. Notwithstanding the foregoingdeductions, Transferor shall not be amortizations, exclusions from income or other allowances are entitled to be indemnified by or otherwise recover used under applicable Tax law) prior to the use of any amount from any Transferred Company or Hoshi if such amount would constitute Losses for Tax Benefits in respect of which Transferor the Indemnifying Party is otherwise liable for indemnification under this ARTICLE VIIobligated to pay the Indemnified Party hereunder.

Limitations. (a) Transferor shall not be liable under Section 7.02(a)(i) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to any breach ofwhich an Indemnitor has indemnified it pursuant to this Article XI, or inaccuracy in, any Transferor Limited Representation until such Indemnified Party shall promptly pay over to the aggregate Indemnitor the amount so recovered (after deducting therefrom the full amount of all the Expenses incurred by it in procuring such Losses exceeds an amount equal to 2.0% recovery), but not in excess of the Consideration, in which event Transferor shall be liable for all such Losses from sum of (i) any amount previously so paid by the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect Indemnitor to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% on behalf of the ConsiderationIndemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If Except for amounts paid to a third party in respect of a Third Person Claim, in no event shall any Loss sustained by an indemnified Party is covered by an insurance policyparty be liable for any special, incidental, consequential (including loss of revenues or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"profits), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; providedexemplary or punitive damages or diminution of value or any damages based on any type of multiple, however, that (i) such efforts of the indemnified Party shall not require litigation whether arising under any legal or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party equitable theory or arising under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recoverythis Agreement, including investigation all of which are hereby excluded by agreement of the underlying claim and parties regardless of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, whether or not any party to this Agreement has been advised of the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent possibility of such prior indemnification. Notwithstanding the foregoing, Transferor damages. (c) Aon shall not be entitled required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) if, and solely to the extent, the matter for which the indemnity in question was reflected, reserved or accrued for in the computation of the Purchase Price pursuant to Section 4.5. (d) Except for fraud and remedies that cannot be indemnified by waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise recover in respect of the sale of the Shares contemplated hereby. Anything herein to the contrary notwithstanding, no breach of any amount from representation, warranty, covenant or agreement contained herein shall give rise to any Transferred Company right on the part of Aon or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under Buyer, after the consummation of the purchase and sale of the Shares contemplated by this ARTICLE VIIAgreement, to rescind this Agreement or any of the transactions contemplated hereby.

Limitations. (ai) Transferor shall not be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation until the The aggregate amount of all such Losses exceeds an amount equal to 2.0% of the Consideration, in for which event Transferor any 4Front Party shall be liable for all such Losses from pursuant to Section 10(a) shall not exceed $600,000.00 (the first dollar“Cap”); provided, however, that the aggregate amount of all Losses for which Transferor Cap shall be liable under Section 7.02(a)(i) with respect not apply to any Losses arising from any claims based on a breach of, of a representation in Section 6 of this Termination Agreement or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of claim based on the Consideration. (b) If any Loss sustained by an indemnified Party is covered by an insurance policy, fraud or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Party shall use commercially reasonable efforts to recover the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure intentional misrepresentation of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying 4Front Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor the 4Front Parties will not have any liability under this Termination Agreement in excess of the total amount of the Notes Repayment Amount. (ii) The 4Front Parties shall have no liability in respect of their indemnification obligations under Section 10(a), and there shall be no claim for indemnification asserted by any Indemnified Party against a 4Front Party pursuant to Section 10(a), until the aggregate amount of Losses exceeds $20,000 (the “Deductible”). Once the aggregate amount of Losses exceeds the Deductible, the 4Front Parties shall be jointly and severally liable for all such Losses, subject to the limitation set forth in Section 10(d)(i). The Deductible shall not be entitled apply to be indemnified by or otherwise recover any amount Losses arising from any Transferred Company claims based on a breach of Section 6 of this Termination Agreement, or Hoshi if such amount would constitute any claim based on the fraud or intentional misrepresentation of any 4Front Party. (iii) Losses will be calculated net of actual recoveries under insurance policies. Each Indemnified Party recognizes that it has a common law obligation to mitigate the Losses for which Transferor it is otherwise entitled to seek indemnification under this Section 10. (iv) No Party shall be liable to any other Party for (a) punitive or exemplary damages (b) any loss of profits arising out of or resulting from an anticipated, expected, projected or actual increase in profits after the Termination Date as compared to the historical profits of Premium before the Termination Date; and (c) Losses that are not, as of the date of this Termination Agreement, the probable and reasonably foreseeable result of (i) an inaccuracy or breach by a Party of its representations and warranties under this Termination Agreement or (ii) the other matters giving rise to a claim for indemnification under this ARTICLE VIITermination Agreement, except in each case to the extent that any such Losses are required to be paid to a third party pursuant to a third party claim.

Limitations. (a) Transferor Any Person against whom a claim for indemnification under this Article V (an “Indemnification Claim”) is being asserted (an “Indemnifying Party”) shall not be obligated to defend and hold harmless any Person claiming indemnification under this Article V (an “Indemnified Party”), or otherwise be liable under Section 7.02(a)(i) to such Indemnified Party, with respect to any breach ofIndemnification Claim made by the Indemnified Party after the applicable Survival Period, or inaccuracy in, any Transferor Limited Representation until except that indemnity may be sought after the aggregate amount of all such Losses exceeds an amount equal to 2.0% expiration of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) Survival Period if a Claim Notice with respect to any breach of, or inaccuracy in, any Transferor Limited Representation such Indemnification Claim shall not exceed an amount equal have been delivered to 10.0% the Indemnified Party prior to the expiration of the ConsiderationSurvival Period. (b) If No Indemnified Party shall be entitled to receive any Loss sustained indemnification payment with respect to Indemnification Claims made under Section 5.1(b) or Section 5.2(a), as the case may be, until the aggregate Losses that the Indemnified Buyer Parties or Indemnified Seller Parties, as the case may be, would otherwise be entitled to receive as indemnification with respect to Indemnification Claims (“Indemnified Losses”) exceed 0.75% of the Purchase Price (it being understood and agreed that neither the Indemnified Buyer Parties nor Indemnified Seller Parties, as the case may be, shall be liable for the first 0.75% of the Purchase Price of Losses for which the Indemnified Parties are entitled to indemnification); provided that this Section 5.5(b) shall not apply to (i) any intentional or knowing misrepresentations or any breaches of covenants or agreements by an indemnified Party is covered by an insurance policyeither party, or an indemnification(ii) indemnification pursuant to Section 5.1(b) with respect to a breach of Section 2.1.7 or Section 2.1.19. Solely for purposes of determining whether the threshold of 0.75% of the Purchase Price has been exceeded hereunder, contribution calculations of Indemnified Losses shall be made without regard to materiality qualifiers contained in the applicable representations and warranties in this Agreement. (c) The indemnification provided by each of the Seller Indemnified Parties and the Buyer Indemnified Parties under this Article V for any Indemnification Claim and all Indemnification Claims shall be limited to 30% of the Purchase Price; provided that this Section 5.5(c) shall not apply to (i) any intentional or similar obligation of another Person knowing misrepresentation or (a "Primary Obligor"ii) indemnification pursuant to Section 5.1(a), (d), (e) or (f) or Section 5.2(c), (d) or (e). (d) Subject to the indemnified limitations set forth in this Article V, consideration must be given to the amount that any party recovers as proceeds of insurance in respect of such Losses, net of any costs of collection, deductible, premium adjustment, reimbursement obligation or other cost directly related to the insurance claim in respect of such Losses. Each Indemnified Party shall agrees that it will use commercially reasonable efforts to prosecute all claims against its insurers diligently and in good faith with regard to matters for which Losses are claimed under this Article V. Should an Indemnified Party recover Losses and subsequently recover any amount from an insurer with respect to the Loss from matter for which such Losses were paid, such Indemnified Party shall refund the Primary Obligor; provided, however, that lesser of (i) such efforts of the indemnified Losses paid by the Indemnifying Party shall not require litigation or other extraordinary activities, and (ii) the indemnified Party may attempt to recover amount recovered from the indemnifying insurer. (e) No Indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due have any obligation to the failure of indemnify any Primary Obligor to have paid the indemnified Indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligorconsequential damages, net of premium increasesspecial damages, deductibles and incidental damages, indirect damages, lost profits, unrealized expectations or other costs reasonably incurred by the indemnified Party in connection with such recoverysimilar items, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party except to the extent payable to a third party, nor shall any damages be calculated using a “multiplier” or any other similar method having a similar effect, except damages arising from any breach of such prior indemnification. the representation and warranty set forth in the first sentence of Section 2.1.5(e). (f) Notwithstanding anything to the foregoingcontrary contained herein, Transferor Buyer and Sellers shall not be entitled to be indemnified by have any liability following the Closing for any breach of Section 3.1.1(g), the first sentence of Section 3.1.4, Section 3.1.8 or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable Section 3.2 (the “Representation Covenants”), other than a claim for indemnification under this ARTICLE VIIArticle V for the breach of representations or warranties that caused the breach of such Representation Covenants.

Limitations. (a) Transferor shall not be liable The Indemnifying Party’s liability for all claims for indemnifiable Losses (each a “Claim”) made under Section 7.02(a)(i7.2(a)(i) with respect of this Article VII shall be subject to the following limitations: (x) the Indemnifying Party shall have no liability for any breach ofindividual Claim until the amount of the Loss finally determined to have been incurred or paid equals or exceeds $25,000 (each, a “Qualified Loss”) (it being understood that any one or inaccuracy inmore Claims arising from the same set of facts and circumstances may be aggregated for purposes of determining a Qualified Loss), and (y) the Indemnifying Party shall have no liability for any Transferor Limited Representation Claims until the aggregate amount of all such the Qualified Losses exceeds an amount equal finally determined to 2.0% of have been incurred or paid shall exceed $2,000,000 (the Consideration“Deductible Amount”), in which event Transferor case the Indemnifying Party shall be liable only for the portion of the Qualified Losses exceeding the Deductible Amount, and (z) the Indemnifying Party’s aggregate liability for all such Losses from shall not exceed $48,750,000 (the first dollar“Indemnity Cap”); provided, however, that the aggregate amount of all limitations set forth in this Section 7.3(a) shall not apply to Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect attributable to any breach of, of any representation or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal warranty contained in Section 3.2 (Authorization of Transaction) and the first sentence of Section 3.9 (Title to 10.0% of the ConsiderationAssets). (b) If Notwithstanding anything contained in this Agreement to the contrary, the amount of the Indemnifying Party’s liability under this Agreement shall be net of any Loss sustained insurance proceeds or other third party indemnity or contribution amounts actually recovered by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), the indemnified Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to recover collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the Loss from event any such amounts are collected after a Claim has been paid by an Indemnifying Party, the Primary Obligor; Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. Each Party shall use commercially reasonable efforts to mitigate its damages. (c) Notwithstanding anything contained in this Agreement to the contrary, no Party shall be liable to the other Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, that (i) such efforts of the indemnified Party shall not require litigation or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor foregoing shall not be entitled construed to be indemnified preclude recovery by or otherwise recover any amount the Indemnified Party in respect of Losses directly incurred from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIThird Party Claims.

Limitations. (a) Transferor For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds (collectively, “Insurance Benefits”) actually recovered by Buyer or the Company under applicable insurance policies and, upon the written request of the Transaction Representative, Buyer agrees to use commercially reasonable efforts to collect such Insurance Benefits, it being agreed that (i) Buyer shall not be liable required to commence a lawsuit against any insurer and (ii) all reasonable out-of-pocket expenses, and any increase in insurance premiums, incurred by Buyer in connection with or as a result of such collection efforts shall constitute Losses for which Buyer is entitled to indemnification under Section 7.02(a)(ithis Agreement, whether or not Buyer is successful in collecting such Insurance Benefits. If Buyer or the Company receives any Insurance Benefits subsequent to an indemnification payment by the Indemnitors, and provided Buyer has collected all sums due from the Indemnitors, then the amount of Losses to be recovered by Buyer shall be recalculated, taking into account the limitations of this Article 10, as if such Insurance Benefits had been received prior to the collection of any Losses under this Agreement and any excess Losses previously collected after such recalculation shall be repaid to the Escrowed Funds (if applicable), or after the release of the Escrowed Funds, such amount shall be paid the Indemnitors. (b) In calculating any Losses, there shall be deducted (i) any indemnification, contribution or other similar payment actually recovered by the Indemnified Party thereof from any third Person with respect thereto; and (ii) any Tax benefit or refund to which the applicable Indemnified Party is actually entitled as a result of such Losses, which Tax benefit in the case of income Taxes shall be calculated based on the actual combined federal and state income Tax rate applicable to such Indemnified Party. Any such amounts or benefits received by an Indemnified Party with respect to any indemnity and hold harmless claim after it has received an indemnity or hold harmless payment hereunder shall be promptly paid over to the Indemnitor; provided, that, the Indemnified Party shall not be obligated to pay over any such amount or benefit in excess of the amount paid by the Indemnitor to the Indemnified Party with respect to such claim. (c) If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by any Shareholder or SEU Holder of any amount otherwise required to be paid as indemnification pursuant hereto, Buyer shall repay, promptly after such determination, any amount that any Shareholder or SEU Holder would not have had to pay pursuant hereto had such determination been made at the time of such payment. (d) Except for claims for fraud in connection with the transactions contemplated hereby and remedies that cannot be waived as a matter of Law and injunctive and provisional relief, if the Closing occurs, this Article 10 shall be the sole and exclusive remedy and recourse for breach of, or inaccuracy in, any Transferor Limited Representation until the aggregate amount of all such Losses exceeds an amount equal to 2.0% representation, warranty, or covenant contained herein, or otherwise in respect of the Consideration, in which event Transferor shall be liable for all such Losses from the first dollar; provided, however, that the aggregate amount of all Losses for which Transferor shall be liable under Section 7.02(a)(i) with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% of the Considerationtransactions contemplated hereby. (be) If No Party shall have any liability for any punitive or special damages or Losses, it being agreed that any such amounts payable to any third Person pursuant to an indemnifiable third Person claim shall constitute Losses which may be recovered by the applicable Indemnified Party. (f) No Shareholder or SEU Holder shall have any liability for any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation of another Person (a "Primary Obligor"), to the indemnified Party shall use commercially reasonable efforts to recover extent that the Loss from the Primary Obligor; provided, however, that (i) such efforts of the indemnified Party shall not require litigation sustained or other extraordinary activities, (ii) the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before or simultaneously with such efforts and (iii) no indemnification or recovery under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Indemnified Party in connection with such recovery, including investigation of was accrued for on the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE VIIClosing Balance Sheet.

Limitations. (a) Transferor In any claim for indemnification under this Agreement, the Indemnitor shall not be liable under Section 7.02(a)(i) required to indemnify any Person for special, exemplary or consequential damages, including without limitation loss of profit or revenue, any multiple of reduced cash flow, interference with respect to any breach ofoperations, or inaccuracy inloss of tenants, any Transferor Limited Representation until lenders, investors or buyers. (b) The indemnification provisions of this Article X shall terminate and be of no further force and effect on the aggregate amount of all such Losses exceeds an amount equal to 2.0% of date which is four months after the Consideration, in which event Transferor shall be liable for all such Losses from Closing (the first dollar"Indemnification Termination Date"); provided, however, that the aggregate amount indemnification provisions of all Losses for which Transferor this Article X shall not be liable under Section 7.02(a)(i) terminated with respect to any breach of, or inaccuracy in, any Transferor Limited Representation shall not exceed an amount equal to 10.0% specific claim for indemnification which was made before expiration of the ConsiderationIndemnification Termination Date. (bc) If any Loss sustained by an indemnified Party is covered by an insurance policy, or an indemnification, contribution or similar obligation Except for remedies that cannot be waived as a matter of another Person (a "Primary Obligor")law, the indemnified Party enforcement of the indemnification provisions of this Article X shall use commercially reasonable efforts to recover be the Loss from exclusive remedy, other than in the Primary Obligorcase of fraud or intentional misrepresentation, of the parties for any breach of any warranty, representation or covenant contained in this Agreement; provided, however, that such exclusivity shall not limit or restrict a party's ability to obtain specific performance or injunctive relief. (d) In any case where an Indemnified Party recovers from a Third Party any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) such efforts any amount previously so paid by the Indemnitor to or on behalf of the indemnified Indemnified Party shall not require litigation or other extraordinary activitiesin respect of such matter, and (ii) any amount expended by the indemnified Party may attempt to recover from the indemnifying Party under this Agreement before Indemnitor in pursuing or simultaneously with defending any claim arising out of such efforts and matter. (iiie) no indemnification or recovery Indemnification for Taxes under this Agreement shall be delayed or withheld due to the failure of any Primary Obligor to have paid the indemnified Party for such Loss. The amount of any Losses for which an indemnifying Party is responsible under this ARTICLE VII shall be reduced controlled by the amounts actually recovered by an indemnified Party from a Primary Obligor, net of premium increases, deductibles and other costs reasonably incurred by the indemnified Party in connection with such recovery, including investigation of the underlying claim and of collection (such amount, a "Net Recovery"). If an indemnified Party recovers from a Primary Obligor after being indemnified by an indemnifying Party, the indemnified Party shall refund the Net Recovery to the indemnifying Party to the extent of such prior indemnification. Notwithstanding the foregoing, Transferor shall not be entitled to be indemnified by or otherwise recover any amount from any Transferred Company or Hoshi if such amount would constitute Losses for which Transferor is otherwise liable for indemnification under this ARTICLE Article VII.