Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything Except with respect to claims for equitable remedies and claims based on fraud, following the contrary contained in this Agreement: Closing Date, (i) Sellers will not be liable no Indemnitor shall have an indemnification obligation for any claim amount for indemnification pursuant Losses arising out of or resulting from the causes enumerated in Sections 11.2(i) (other than with respect to Section 10.1(a)(v), Section 10.1(b)(vclaims arising out of or resulting from a breach or inaccuracy of any Fundamental Representation) or Section 11.2(a11.3(i), as applicable, in excess of ten percent (10.0%) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”)Closing Payment; (ii) Sellers will not be liable no Indemnitor shall have an indemnification obligation for any claim amount for indemnification pursuant to Losses arising out of or resulting from a breach or inaccuracy of any Fundamental Representation (other than the representations and warranties in Section 10.1(a)(v3.11(b) (the “Special IP Representation”)), in excess of the Total Consideration (only to the extent paid to Seller); and (iii) no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Section 10.1(b)(v11.2(i) or Section 11.2(a) (11.3(i), as appropriate, other than, in each case with respect to than those arising out of or resulting from a breach or inaccuracy of a any Fundamental Representation or fraud) unless and Section 3.8, until the aggregate total amount of indemnifiable resulting Losses exceeds one percent (disregarding any claims for Losses that do not equal or exceed 1%) of the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 Closing Payment (the “BasketThreshold Amount”) whereupon ), after which time the Purchaser Indemnified Party will Indemnitor shall be entitled to indemnification liable only for only such the amount of Losses in excess of the Basket; and (iii) Threshold Amount. Notwithstanding the maximum amount foregoing or any other provision of indemnifiable this Agreement to the contrary, the Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from a breach or inaccuracy of any Special IP Representation shall not be limited in amount. The amount of any Losses indemnifiable by either party pursuant to this ARTICLE XI shall be adjusted to reflect the matters set forth value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in Section 10.1(a)(v)respect of such Losses; provided, Section 10.1(b)(v) however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or Section 11.2(a) (other than, in each case recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a breach of party hereto has made a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything payment to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except Indemnitee with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by such Losses, the Sellers, Sellers indemnification obligations under Section 11.2 will be limited Indemnitee shall pay to such Initial Sellers Loss. party the amount of such proceeds or recoveries (b) Notwithstanding anything up to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case such party’s payment with respect to a breach of a Fundamental Representation or fraudsuch Losses). Claims for Losses made pursuant to Sections 11.2(i) unless and until 11.3(i) may be made at any time prior to the aggregate amount of indemnifiable Losses (disregarding any Expiration Date and all other claims for Losses that do not equal or exceed the Per Claim Minimum) that pursuant to this ARTICLE XI may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capmade indefinitely.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will Seller shall not be liable have any obligation to provide indemnification for any claim for indemnification Losses pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 175,000.00 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not in which case Seller shall be liable to Buyer only for any claim such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for indemnification all Losses pursuant to Section 10.1(a)(v)11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, Section 10.1(b)(v) or Section 11.2(a) (other than, in each case the Basket Amount and such liability cap will not apply with respect to a any breach of a Fundamental Representation or fraudSeller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) unless and until Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of indemnifiable all such Losses (disregarding any claims exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the Basket Amount. The maximum amount obligation of indemnifiable Buyer to provide indemnification for Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect pursuant to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will shall be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapPurchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (ai) Notwithstanding anything to the contrary contained in this Agreement: : (A) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8(b) shall be Twenty Million Dollars ($20,000,000) (the “Cap Amount”); (A) the Buyer agrees that in no event will the aggregate amount payable by the Seller for a breach of Section 3(g) hereof exceed: i) Sellers will Twenty Million Dollars ($20,000,000) in the aggregate related to the Buyer’s or its Affiliates use of the Core IP and Acquired Patents; and ii) One Million Dollars ($1,000,000) in the aggregate related to the Buyer’s or its Affiliates use of the Non-Core IP and all other Business Intellectual Property, other than Core IP and Acquired Patents. (B) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller equals or exceeds Two Hundred Thousand Dollars ($5,000 200,000) (the “Per Claim MinimumBasket Amount”), in which case the Seller shall be liable only for the Losses in excess of the Basket Amount. Notwithstanding anything in this Agreement to the contrary, neither the Basket Amount nor the Cap Amount nor any limitation as to the timing of presentment shall apply to indemnification claims with respect to any Excluded Liabilities, breaches of the representations and warranties set forth in Section 3(b) (“Authorization of the Transaction”), Section 3(f) (“Title to Assets”), claims arising from fraud or intentional misrepresentation by the Seller, or each Party’s covenants. (C) no Party shall have any liability under this Section 8 to the other Party or its Affiliates for any punitive, incidental, consequential, special or indirect damages (including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity); (D) in the event the Buyer executes this Agreement notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or representatives with respect to such breach, under this Section 8 or otherwise; and (iiE) Sellers will subject to the Seller’s compliance with its obligations under Section 11(c), the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8(b) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI Agreement arising out of or resulting from the matters set forth Seller’s inadvertent failure to deliver to the Buyer any Acquired Asset in the possession of the Seller at the time of the Closing. (ii) The amount of any and all Losses under this Section 10.1(a)(v)8 shall be determined net of (A) any Tax benefit available to the applicable Indemnified Party or its Affiliates arising in connection with the accrual, Section 10.1(b)(vincurrence or payment of any such Losses (including, without limitation, any Tax benefit arising in subsequent taxable years) and (B) any insurance or Section 11.2(a) (other thanrecoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. Each Party hereby waives, in each case to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and indemnifiable Losses. (iii) except The Buyer and the Seller shall cooperate with each other with respect to a breach of resolving any representation claim, liability or warranty in Article V Loss for which indemnification may be required hereunder, including by making, or in respect of a breach of causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any covenant such claim, liability or agreement by Loss. In the Sellersevent that the Buyer or the Seller shall fail to make such reasonable efforts, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding then notwithstanding anything else to the contrary contained in this Agreement: (i) Purchaser will herein, the other Party shall not be liable required to indemnify any Person for any claim for indemnification pursuant claim, liability or Loss that could reasonably be expected to Section 11.3(a) unless have been avoided if such efforts had been made. Without limiting the generality of the foregoing, the Buyer and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim Seller shall, or series of related claims equals or exceeds shall cause the Per Claim Minimum; (ii) Purchaser will applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled subject to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Caphereunder.

Limits on Indemnification. The maximum aggregate Loss recoverable by an Indemnified Group (aconsidered together as a group) Notwithstanding anything to the contrary contained in against an Indemnitor under this Agreement: Article IX shall not exceed $500,000, except (i) Sellers will not be liable for in the case of any claim for indemnification under the provisions of this Article IX which arises out of or results from fraud or willful misconduct of such Indemnitor for which there shall be no limit to the maximum aggregate loss recoverable; and (ii) in the event the claim arises from a breach of Seller's warranties set forth in Section 4.11(e), for which the maximum aggregate Loss recoverable shall be $1,000,000 plus the lesser of (the "Additional Indemnification Funds") an additional $1,000,000 or twenty five percent (25%) of the gross proceeds (payable in cash or securities, as appropriate) received by Seller pursuant to an Event (as used in this Section 10.1(a)(v)9.6 the term "Event" shall have the meaning set forth in Section 2.5 or the Investor's Rights Agreement, as appropriate) which Additional Indemnification Funds shall be payable upon or after the occurrence of such Event (as more particularly described below) and, provided further, that the combined maximum aggregate Loss recoverable under this subsection 9.6(ii) and for a claim based upon any alleged breach by Seller of an intellectual property warranty under the Cross-License Agreement shall be $1,000,000 plus the Additional Indemnification Funds. For purposes of this Section 10.1(b)(v) or Section 11.2(a) unless and until 9.6, the aggregate amount of indemnifiable Losses that may be recovered from Sellers gross proceeds received by Seller pursuant to an Event shall, in respect the event of an individual claim or series of related claims under any initial public offering, be equal to the fair market value of the foregoing sections equals shares held by Seller at the time the market stand-off agreement expires and in the event of any other type of Event shall be equal to the cash or exceeds $5,000 the fair market value of the other consideration received by Seller in connection with such Event, valued as of the date of receipt of such consideration without discount for lack of liquidity. The Additional Indemnification Funds are due and payable by Seller (i) immediately upon consummation of the “Per Claim Minimum”)Event if the Indemnitor receives cash pursuant to thereto; (ii) Sellers will not be liable for within 60 days after the expiration of the market stand-off agreement if the Event is a public offering; (iii) within 60 days after the lapse of any claim for indemnification lock-up, pooling or other transfer restriction on the sale of shares of stock in a publicly traded company received by Seller pursuant to Section 10.1(a)(van Event; or (iv) if (i), Section 10.1(b)(v(ii) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) above are not applicable, then immediately upon the maximum amount sale by the Seller of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (securities on other than, in each case with respect to a breach of a Fundamental Representation or fraud) as consideration received by the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything Seller pursuant to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossEvent. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not The maximum aggregate amount for which Seller may be liable for any claim for indemnification pursuant under this ARTICLE XII shall be limited to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “CapFundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). . (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, (i) Seller will shall not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless to defend, indemnify and until hold harmless Buyer (or its Affiliates, and the Final Closing occurs; officers, managers, directors, employees and (iiiagents thereof) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement claims asserted by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification Buyer pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable 12.1 for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation representation or fraud) warranty unless and until the aggregate amount of indemnifiable Losses (disregarding determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds Deductible, and in the Basket whereupon event the Sellers Indemnified Parties will be entitled value of Losses pursuant to indemnification for such claims exceed the Deductible, only such amount the value of Losses in excess of the BasketDeductible shall be considered in applying Section 12.1 to such claims; and (iii) provided, however, that the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case Deductible shall not apply with respect to any claims asserted by Buyer for a breach of a the Fundamental Representation Representations or fraudthe representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as the case may be, will be an amount equal to the Capsuch by Buyer and Seller on their Tax Returns.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , other than in the event of Fraud: (i) Sellers will The Seller Parties shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller pursuant to Section 8.2(a) equals or exceeds $5,000 9,625,000 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case Seller shall be liable only for the Losses in excess of the Basket Amount; provided that the Basket Amount shall not apply to, and the Seller Parties shall be liable to the Buyer Indemnified Parties from the first dollar of, any Loss arising out of any claim for indemnification pursuant to Section 10.1(a)(v8.2(a) for a breach of any of the representations or warranties set forth in Section 3.4(b); (ii) the sole and exclusive source of indemnification available to any Buyer Indemnified Party arising out of or relating to Section 8.2(a) shall be (i) first, recovery from the Seller Parties of any then remaining amount of the Cap, and (ii) second, recovery from any Buyer R&W Insurance Policy to the extent covered thereby; provided that (A) if the limit of liability of the R&W Insurance Policy is exhausted or exceeded, then the Seller Parties shall be liable to the Buyer Indemnified Parties for any indemnifiable Losses arising out of or relating to Section 8.2(a) that are not covered under the Buyer R&W Insurance Policy up to the amount (if any) that Buyer Indemnified Parties have recovered under the Buyer R&W Insurance Policy in respect of Pre-Closing IP Infringement (whether pursuant to indemnification in respect of breaches of Section 3.13(b), Section 10.1(b)(v3.13(c) or Section 11.2(aotherwise) and (other than, in each case B) with respect to Losses arising out of or relating to Section 8.2(a) for a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basketrepresentations or warranties set forth in Section 3.4(b), the Seller Parties shall be liable to the Buyer Indemnified Parties up to an amount that equals the sum of (x) any then remaining portion of the Basket Amount plus (y) any then remaining portion of the Cap; and provided that with respect to this clause (B), the Seller Parties shall have no liability after the Retention (as such term is defined in the Buyer R&W Insurance Policy) has been satisfied. (iii) the maximum amount of indemnifiable indemnification (A) available to the Buyer Indemnified Parties from the Seller Parties pursuant to this Agreement (other than pursuant to Section 8.2(f)), collectively, shall be equal to the Purchase Price, and (B) available to the Seller Indemnified Parties from the Buyer Parties pursuant to this Agreement (other than pursuant to Section 8.3(c)), collectively, shall be equal to the Purchase Price; (iv) no party hereto shall have any Liability under any provision of this Agreement for any punitive, incidental, or special damages relating to the breach or alleged breach of this Agreement or any Indemnification Ancillary Agreement, except to the extent such Losses are payable by an Indemnified Party to a third party pursuant to a Third-Party Claim; (v) the amount of any and all Losses recoverable by an Indemnified Party under this ARTICLE VIII shall be determined net of (A) any net Tax benefits actually realized by the Indemnified Party in the taxable year in which the indemnity payment is made, determined on a “with” and “without” basis, and (B) any amounts actually recovered by the Indemnified Party after using commercially reasonable efforts to make recovery under any insurance policy (other than any self-insurance) that provides coverage for such Losses in connection with the facts giving rise to the right of indemnification, less (1) retentions or deductibles paid or incurred under such insurance policies, (2) any increase in premiums (including retroactive premiums) for such insurance policies or renewals of such insurance policies, (3) any Taxes imposed on such insurance recoveries (net, without duplication of subclause “(A)” above, any Tax benefit associated with such insurance recovery), and (4) any reasonable and documented out-of-pocket costs and expenses incurred in connection with obtaining such recovery (any recovery pursuant to this clause (B), an “Alternative Recovery”). In no event will a Buyer Indemnified Party be obligated to pursue recovery under the R&W Insurance Policy for Losses that are expressly excluded pursuant to the terms of the R&W Insurance Policy or commence any Action against the insurer thereunder prior to seeking indemnification from the Seller Parties under this ARTICLE VIII in order to comply with this Section 8.5(a)(v) or Section 8.5(b). Each party hereby waives, to the extent permitted under its applicable insurance policies (other than the Buyer R&W Insurance Policy), any subrogation rights that its insurer may be recovered from Sellers under have against the other party with respect to any indemnifiable Losses. In the event that the Indemnified Party actually receives recovery of any amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund any amount by which such indemnified Loss would have been reduced by this Section 10.1 8.5(a)(v); and (vi) the sole and this Article XI exclusive source of indemnification available to any Buyer Indemnified Party arising out of or resulting from the matters set forth in relating to Section 10.1(a)(v), Section 10.1(b)(v8.2(b) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) first, recovery from the Seller will not be liable hereunder (other than for Parties of any claim for fraud) for an then remaining amount in excess of the Purchase Price Cap, (ii) no Sellers will have any indemnification obligation hereunder unless and until second, recovery from the Final Closing occurs; Buyer R&W Insurance Policy to the extent covered thereby, and (iii) except with respect third, recovery from the Seller Parties (subject to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss.8.5(a)(iii)); (b) Notwithstanding Buyer and Seller shall cooperate with each other with respect to resolving any claim or Loss for which indemnification may be required hereunder, by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim or Loss to the extent required by Law; provided, however, that the reasonable out-of-pocket costs of such mitigation shall constitute Loss for purposes of this Agreement. In the event that the Buyer or Seller shall fail to so make such commercially reasonable efforts, then notwithstanding anything else to the contrary contained in this Agreement: (i) Purchaser will herein, the Seller Parties or the Buyer Parties, respectively, shall not be liable required to indemnify any Buyer Indemnified Party or Seller Indemnified Party, respectively, for any claim for indemnification pursuant or Loss that could reasonably be expected to Section 11.3(ahave been avoided if such efforts had been made. Nothing in the foregoing shall require an Indemnified Party to waive the attorney-client privilege, work product protection or similar privilege or protection. (c) unless and until In any situation in which a claim by an Indemnified Party may be brought under multiple sections of this ARTICLE VIII, such Indemnified Party may bring such claim under the aggregate section or sections of this ARTICLE VIII that would provide the highest amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Caprecovery.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 6.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers will by Buyer Indemnified Parties pursuant to Section 6.2 shall be an amount equal to 15% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Cap”); provided that any Losses resulting from breaches by the Seller of any of the Fundamental Representations shall not be subject to the Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate amount of all indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 6.2 (including with respect to any Losses resulting from breaches of any Fundamental Representation) shall not exceed the Purchase Price, as adjusted pursuant to Section 1.4; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller equals or exceeds $5,000 an amount equal to 0.75% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case the Seller shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketBasket Amount; and provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for determining whether any claim for indemnification under this Agreement or any of the other Xxxxxx Company Acquisition Agreements exceeds the Cap and/or the Basket Amount, the amount of all such claims under all of the Xxxxxx Company Acquisition Agreements shall be aggregated; (iv) any payment for Losses claimed by any Buyer Indemnified Party shall be paid by the Sellers as follows (x) 70% of such Losses shall be paid in cash and (y) 30% of such Losses shall be paid by the surrender of Buyer common stock (valued at no less than the value assigned to such common stock under any of the Xxxxxx Company Acquisition Agreements); provided that the Sellers may elect, at their sole option, to pay such Losses in cash only; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto; (vi) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 11.3(a1.4; (vii) unless and until no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the aggregate amount breach or alleged breach of indemnifiable Losses that may be recovered from Purchaser this Agreement; and (viii) in respect the event Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of an individual Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or series recourse against the Seller or any of related claims equals its Affiliates or exceeds Representatives with respect to such breach, under this Article VI or otherwise. (c) For all purposes of this Article VI, “Losses” shall be net of (i) any insurance or other recoveries payable to the Per Claim Minimum; Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) Purchaser will not be liable for any claim for indemnification pursuant Tax benefit available to Section 11.3(a) (other thansuch Indemnified Party or its Affiliates arising in connection with the accrual, in each case with respect to a breach incurrence or payment of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable any such Losses (disregarding including, without limitation, the net present value of any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses Tax benefit arising in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capsubsequent taxable years).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not no indemnification shall be liable for any claim for indemnification pursuant to available under Section 10.1(a)(v), Section 10.1(b)(v8.2(a)(i) or Section 11.2(a8.2(b)(i) to any individual claim or series of related claims based on a similar set of operative facts (x) unless such claim or series of related claims is greater than $[*] (the “De Minimis Amount”) in which case Indemnified Party shall be entitled to recover for all such Losses in connection with such claim or series of related claims (including the De Minimis Amount), and (y) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Indemnifying Party equals or exceeds $5,000 [*] (the “Per Claim MinimumGeneral Deductible”); , in which case the Indemnifying Party shall be liable for the full amount of such Losses from the first dollar, and (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI Seller arising out of or resulting from relating to the matters causes set forth in Section 10.1(a)(v), 8.2(a)(i) and Section 10.1(b)(v8.2(a)(ii) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess [*]% of the Purchase Price actually received by Seller pursuant to this Agreement from time to time (iithe “General Cap”); provided, however, that the De Minimis Amount, General Deductible and General Cap shall not apply to Losses arising out of or relating to (A) no Sellers will have any indemnification obligation hereunder unless and until Fraud or (B) the Final Closing occurs; and (iii) except with respect to a inaccuracy in or breach of (1) any Fundamental Representation or (2) any representation or warranty set forth in Article V Section 3.11 relating to Taxes; provided, however, that the maximum aggregate amount of indemnifiable Losses which may be recovered from Seller arising out of or relating to the causes set forth in respect Section 8.2(a)(i) (other than arising out of a breach of any covenant or agreement Fraud) shall be equal to the Purchase Price actually received by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited Seller pursuant to such Initial Sellers Lossthis Agreement from time to time. (b) Notwithstanding anything If an Indemnifying Party has indemnified any Indemnified Party under this Section 8 for any Losses that are actually recovered by the Indemnified Party under any policies of insurance (net of documented associated expenses and costs of recovery to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser extent arising out of of, related to or resulting from the matters set forth relevant Losses), then the Indemnified Party will promptly reimburse the Indemnifying Party in Section 11.3(a) (other than, in each case the event of recovery by such Indemnified Party under any such insurance policy subsequent to any indemnification payment hereunder with respect thereto. Each Indemnified Party shall use commercially reasonable efforts to a breach mitigate any Losses, which in the absence of a Fundamental Representation mitigation might give rise to or fraud) as increase Losses in respect of any claim under this Section 8. In the case may beevent an Indemnified Party fails to so mitigate such indemnifiable Losses, such Indemnified Party will not be an amount equal able to recover the Capportion of such Losses that could reasonably have been avoided had such Indemnified Party made such efforts. In no event will multiple recovery for any Losses be allowed.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to clause (i) of Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a10.02(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers the Indemnifying Party exceeds an amount equal to one-half percent (0.5%) of the Purchase Price (the “Threshold”), after which the Indemnifying Party shall be liable for all such Losses (including the amount of the Threshold), subject to the other limitations set forth herein (including Section 10.02(b)); (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to clause (i) of Section 10.02(a) shall be an amount equal to the amount in respect of the Escrow Account; and (iii) an Indemnifying Party shall not be liable for any individual claim or series of related individual claims under any for indemnification pursuant to clause (i) of Section 10.02(a) unless the foregoing sections equals amount of indemnifiable Losses which may be recovered from the Indemnifying Party for each individual claim or series of related individual claims exceeds $5,000 100,000 (the “Per Claim Minimum”); (ii) Sellers will not , after which the Indemnifying Party shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of those Losses in excess of the BasketPer Claim Minimum, subject to the other limitations set forth herein; and provided that the foregoing limitation shall not apply to the breach of any Fundamental Representation, representation or warranty made in Section 4.15 (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI Taxes), or to any claims arising out of or resulting from the matters set forth in Section 10.1(a)(v)fraud, Section 10.1(b)(v) willful breach or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossintentional misrepresentation. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect asserted nor may any Action be commenced against either party hereto for breach of an individual any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or series of related claims under any of action is received by such party describing in reasonable detail the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case facts and circumstances with respect to a breach the subject matter of a Fundamental Representation such claim or fraud) unless and until Action on or prior to the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal date on which the representation, warranty, covenant or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals agreement on which such claim or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Action is based ceases to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss8.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not no Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 11.3(a8.02(a) or 8.03(a), as applicable, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds exceeds, in the Per Claim Minimumcase where the Purchaser is the Indemnifying Party, an amount equal to 1.5% of the Purchase Price and, in the case where BSC is the Indemnifying Party, an amount equal to 1.5% of the Purchase Price less the amount of Excess Costs paid by the Purchaser pursuant to Section 5.05, after which the Indemnifying Party shall be liable only for those Losses in excess of such amount (except in the case of any Losses for any breach of any representation or warranty contained in Section 3.02(c), Section 3.10(a), Section 3.10(b) or Section 3.12(b), in which case the Indemnifying Party shall be liable for all such Losses); (ii) Purchaser will not no Losses may be liable for any claim for indemnification pursuant to claimed under Section 11.3(a8.02(a) (other than, or 8.03(a) or shall be included in each case with respect to a breach of a Fundamental Representation or fraud) unless and until calculating the aggregate amount of indemnifiable Losses set forth in clause (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumi) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of above other than Losses in excess of $150,000 resulting from any single claim or aggregated claims arising out of the Basketsame facts, events or circumstances; and (iii) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 11.3(a8.02(a) (other thanor 8.03(a), in each case with respect to a breach of a Fundamental Representation or fraud) as the case may beapplicable, will shall be an amount equal to 10% of the CapPurchase Price; and (iv) except (A) in the case of Third Party Claims in which an Indemnified Party pays an amount to a third party in respect of a Claim by a third party and (B) any breach of Section 5.06 (Retained Names and Marks), Section 5.10 (Non-Solicitation) or 5.11 (Non-Competition), neither party hereto shall have any liability under this Article VIII for any punitive, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity; provided that the foregoing limitations in clauses (i), (ii) and (iii) above shall not apply to any breach of Section 3.15 or the Specified Representations and Warranties; provided further that clause (iii) above shall not apply to any breach of any representation or warranty contained in Section 3.10(a), Section 3.10(b) and Section 3.12(b). In addition, no action taken by BSC or any Seller in compliance with Section 5.01(b) shall be deemed to be a breach of any representation or warranty or other covenant or agreement of BSC or any Seller under this Agreement for any purpose hereunder. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance recoveries actually paid to the Indemnified Party or its Affiliates under any insurance policy in connection with the facts giving rise to the right of indemnification; provided, the amount of such recovery shall be reduced by any costs and expenses incurred in obtaining such recovery and by the amount of any increase in insurance premiums resulting from making the claim giving rise to such recovery.

Limits on Indemnification. (a) Notwithstanding anything Other than with respect to circumstances in which the contrary contained in this Agreement: Assigning Parties or the Buying Parties (ias applicable) Sellers will not be liable for is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claim claims for indemnification made by any Assignee Indemnified Party pursuant to Section 10.1(a)(v)6.2(a) (related to Assigning Parties representations and warranties, Section 10.1(b)(vgenerally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 11.2(a6.3(a) unless (related to Buying Parties representations and until warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser by such Assignee Indemnified Party will be entitled to indemnification for only or such amount of Losses in excess of the Basket; and Assignor Indemnified Party (iiias applicable) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be exceeds an amount equal to $50,000 25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). Notwithstanding anything The Deductible does not apply to the contrary hereinNote or any Make-Whole Payments, (i) Seller will not be liable hereunder (vendor revenue sharing payments, ticket sales royalties, festival performance payments or other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement payments by the Sellers, Sellers indemnification obligations Buying Parties to the Assigning Parties contemplated under Section 11.2 will be limited this Agreement payable by the Buying Parties to such Initial Sellers Lossthe Assigning Parties. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Purchaser will not no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to xxx for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party shall be liable for any claim for indemnification pursuant consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraudthis Agreement. (c) unless Each Party shall take, and until the aggregate amount shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of indemnifiable its Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal including incurring costs to the Capextent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. (ai) No claim may be asserted against any party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (ii) Notwithstanding anything to the contrary contained in this Agreement: Agreement (iother than the Working Capital Amount adjustment set forth in Section 2(h)): (u) Sellers will the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims the Seller under any of the foregoing sections this Article 8 equals or exceeds $5,000 500,000 (the “Per Claim MinimumDeductible”), in which case the Seller shall be liable only for the Losses in excess of such amount; (iiv) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under by the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Buyer Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will Parties shall be an amount equal to $50,000 6,000,000 (the “Indemnification Cap”). Notwithstanding anything to ; (w) the contrary herein, (i) Seller will Buyer Indemnitors shall not be liable hereunder (other than for to any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims the Buyer Indemnitors under this Article 8 equals or exceeds the Per Claim Minimum; (ii) Purchaser will not Deductible, in which case the Buyer Indemnitors shall be liable only for any claim for indemnification pursuant to Section 11.3(athe Losses in excess of such amount, and (x) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Purchaser equals or exceeds by the Basket whereupon the Sellers Seller Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the Indemnification Cap. Notwithstanding the foregoing, (A) any claim of indemnification for any breach of representations and warranties contained in Sections 3(a), 3(b), 3(d)(i), 3(l)(i), 3(n), 3(p), 3(q)(ii), 4(a), 4(b) and 4(d) shall not be subject to the Indemnification Cap; (B) any claim of indemnification for (1) any breach of a covenant contained in Section 5(e), 5(f)(i), 5(f)(iii), 5(f)(v), 5(f)(vi) 5(k), 5(l), 5(p)(iv), 5(p)(v), 5(q), Article 6, or Article 8, (2) the Excluded Liabilities or (3) the Assumed Liabilities, shall not be subject to the Indemnification Cap or the Deductible; (C) any claim for indemnification for any breach of a covenant contained in Article 2 shall not be subject to the Indemnification Cap or the Deductible, and (D) if prior to Closing Seller amends, changes or supplements its Disclosure Schedules with regard to a fact, change, event, occurrence, circumstance or other matter requiring such amendment, change or supplement under Section 5(c) (a “Schedule Update Matter”), and the Closing occurs, Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss resulting from a breach of a representation or warranty by a Seller Entity as a result of such Schedule Update Matter to the extent such Schedule Update Matter is disclosed in such amended, changed or supplemented Disclosure Schedules. (iii) For all purposes of this Article 8, “Losses” shall be net of (A) any insurance or other recoveries sought and actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (B) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (including, without limitation, the net present value of any Tax benefit arising in subsequent taxable years).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will except with respect to claims relating to the Seller Fundamental Reps, Seller is not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) 6.2 unless and until the aggregate amount of indemnifiable Losses under that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections section equals or exceeds $5,000 (1% of the “Per Claim Minimum”)Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case except with respect to a breach of a claims relating to the Seller Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) Reps, the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be Seller is an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess 20% of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occursPrice; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser Seller arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Seller Fundamental Representation or fraud) as the case may be, will be Rep is an amount equal to 100% of the CapPurchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claim. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (ab), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under any Stockholder pursuant to Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v6.02(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to (x) $50,000 2,100,000 multiplied by (y) a fraction, the “Cap”). Notwithstanding anything numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the contrary hereinClosing, (ias set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses ----------------- that may be recovered from any Stockholder, if such Losses are a result of any breach by such Stockholder of the representation and warranty contained in Section 2.02(c) Seller will not as applied to the Shares owned by it, shall be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything equal to the contrary contained in value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement: (i) Purchaser will not ; provided, further, that there shall be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until no limit on the aggregate amount of -------- ------- indemnifiable Losses that may be recovered from Purchaser any Stockholder in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a event that the breach of a Fundamental Representation the representation, warranty or fraud) unless and until covenant that gave rise to such Losses resulted from or arose out of fraud on the aggregate amount part of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed such Stockholder. Notwithstanding anything to the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses contrary in excess of the Basket; and (iii) this Agreement, the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out the Parent shall be $2,100,000; provided, however, that the maximum amount of or resulting indemnifiable Losses -------- ------- that may be recovered from the matters set forth Parent by any Stockholder if such Losses are a result of any breach of the representation and warranty contained in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will 3.04 shall be an amount equal to the Capvalue on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from the Parent in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not the maximum aggregate amount of indemnifiable Losses that may be recovered from the Warrantors collectively by all Purchaser Indemnitees pursuant to Section 9.2(a)(i) and Section 9.2(a)(vi) (other than with respect to the Company Fundamental Warranties and the Warrantor Fundamental Warranties) shall be US$700,000,000; (b) no Warrantor shall be liable to any Purchaser Indemnitee for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Warrantors equals or exceeds $5,000 5,000,000, in which case the Warrantors shall indemnify such Purchaser Indemnitee for the Losses from the first dollar (subject to other limitations provided in this Article IX) (provided, that in each such case, in determining the existence of, or amount of Losses resulting from, arising out of, or related to, any breach of or inaccuracy in any such representation or warranty, the terms “Per Claim Minimummaterial”, “materiality”, “Material Adverse Effect” or other similar terms shall be disregarded and deleted from such representations and warranties for all purposes); ; (c) the Warrantors shall not be obligated to indemnify any Purchaser Indemnitee with respect to any Loss to the extent (i) that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto which accrual or reserve does not constitute a breach of Section 3.7, (ii) Sellers will not be liable reflected in the Closing Statement; provided that the Loss reflected in the Closing Statement has been taken into account in the calculation of the Final Purchase Price; (d) no Person shall have a right to make a claim for any Loss for contingent or inchoate claims and may claim only for a Loss that has, in fact, been paid or incurred; (e) the Warrantors shall not have any liability under any provision of this Agreement for any punitive, incidental, consequential or special damages, except in each case awarded by a court of competent jurisdiction in connection with a Third Party Claim or are otherwise reasonably foreseeable results of the applicable breach; (f) the Purchaser Indemnitees’ right to indemnification pursuant to Section 10.1(a)(v)this Agreement shall be reduced by (i) all insurance or other proceeds actually recovered (but net of all costs and expenses incurred in order to obtain such recovery) by Purchaser Indemnitees from third parties, Section 10.1(b)(vincluding, pursuant to indemnification obligations of third parties in favor of the Group Companies, and (ii) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable any Tax benefit actually realized by any Purchaser Indemnitee or its Affiliates as a result of such Losses (disregarding any claims for determined on a with and without basis) in the year such Losses that do not equal are incurred or exceed the Per Claim Minimumindemnity payment is made; (g) that may be recovered from Sellers under in no circumstances shall the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will Parties be entitled to indemnification for only such recover an amount of Losses more than once under this Agreement in excess respect of the Basket; and same Loss; (iiih) notwithstanding anything herein to the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from contrary, the matters limitations set forth in this Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect 9.3 shall not apply to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect asserted nor may any Action be commenced against either party for breach of an individual any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or series of related claims under any of Action is received by such party describing in reasonable detail the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case facts and circumstances with respect to a breach the subject matter of a Fundamental Representation such claim or fraud) unless and until Action on or prior to the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal date on which the representation, warranty, covenant or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals agreement on which such claim or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Action is based ceases to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss9.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 11.3(a9.02(a) or Section 9.03(a), unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds $3,000,000 (which shall include any amounts paid by any Purchaser Indemnified Parties in connection with any of the Per Claim MinimumThird Party Claims referenced in Section 9.02(g)), after which the Indemnifying Party shall be liable only for those Losses in excess of such amount; (ii) Purchaser will not no Losses may be liable for claimed under Section 9.02(a) or Section 9.03(a) by any claim for indemnification pursuant to Section 11.3(a) (other than, Indemnified Party or shall be reimbursable by or shall be included in each case with respect to a breach of a Fundamental Representation or fraud) unless and until calculating the aggregate amount of indemnifiable Losses set forth in clause (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumi) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of above other than Losses in excess of $50,000 resulting from any single claim or aggregated claims arising out of the Basketsame or similar facts, events or circumstances; and (iii) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 11.3(a9.02(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraudSection 9.03(a) as the case may be, will shall be an amount equal to $20,000,000; provided, however, that the Capforegoing limitations shall not apply to any claim based upon fraud in the inducement or any claim based upon any Losses incurred by an Indemnified Party based upon, arising from or relating to any inaccuracy in or breach of any of the representations and warranties contained in Sections 3.01, 3.02, 3.03, 3.16 and 3.24. (c) Neither party hereto shall have any liability under this Article VIII for any punitive, incidental, speculative or special damages. Notwithstanding the foregoing, it is understood and agreed that the limitation on recovery of punitive, incidental, speculative or special damages contained in the preceding sentence shall not limit a party’s ability to recover direct or general damages or change or have any bearing on the interpretation of what constitutes direct or general damages, it being understood that direct and general damages shall be given its normal meaning under applicable Law. (d) For all purposes of this Article IX, “Losses” shall (i) be net of (A) any insurance proceeds or other recoveries (less costs of collection) actually received by the Indemnified Party or its Affiliates prior to payment by the Indemnifying Party in connection with the facts giving rise to the right of indemnification, (B) any actually realized Tax benefit to the Indemnified Party or its Affiliates utilized in a year during which the Losses were incurred arising in connection with the accrual, incurrence or payment of any such Losses or resulting from the receipt of any indemnification payment under this Article IX, and (C) any benefit or recovery actually realized by the Indemnified Party or its Affiliates prior to payment by the Indemnifying Party pursuant to agreements with third parties providing indemnification or similar protections for the benefit of the Indemnified Party in connection with the facts giving rise to the Indemnified Party’s right of indemnification under this Article IX, and (ii) exclude any loss of business or collectibility of accounts receivable arising from or relating to the exercise of remedies or failure to extend future loans in the conduct of the Construction Loan Business.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not no amount shall be liable for any claim for indemnification payable pursuant to Section 10.1(a)(v), Section 10.1(b)(v10.2(a)(i) or Section 11.2(a(other than with respect to Fundamental Representations) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v10.2(a)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (b) no amount shall be payable pursuant to Section 10.1(b)(v10.2(b)(i) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any all claims for Losses Damages that do are indemnifiable pursuant to Section 10.2(b)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (c) all amounts payable to the Parent Indemnified Parties pursuant to Section 6.9 and Section 10.2(a) shall first be paid out of the available Escrow Amount and after the Escrow Amount is exhausted, shall be paid by the Equity Holders, on a several (and not equal or exceed joint) basis (in accordance with each Equity Holder’s respective Pro Rata Share) and in accordance with the Per Claim Minimumlimitations contained herein; (d) that the maximum aggregate amount of Damages for which indemnity may be recovered by the Parent Indemnified Parties from Sellers under the foregoing sections equals or exceeds Equity Holders pursuant to Section 10.2(a) (other than with respect to Fundamental Representations) shall be Ten Million Dollars ($20,000 10,000,000); (the “Basket”e) whereupon the Purchaser Indemnified Party will be entitled in no event shall any Equity Holder’s aggregate liability pursuant to indemnification for only this Agreement exceed such amount of Losses in excess Equity Holder’s Pro Rata Share of the Basket; and Aggregate Closing Consideration; (iiif) the maximum aggregate amount of indemnifiable Losses that Damages for which indemnity may be recovered by the Seller Indemnified Parties from Sellers under Parent and Intermediate Corp pursuant to Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a10.2(b) (other thanthan respect to Sections 5.1 (Organization and Good Standing), in each case 5.2 (Authority and Enforceability), 5.3 (Non-Contravention), 5.6 (Brokers and Finders), 5.7 (No Financing Condition)) shall be Ten Million Dollars ($10,000,000); (g) the amount of any Damages claimed by 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 received by such Indemnified Party (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Indemnified Party shall remit the amount of such reductions to the Indemnifying Party, up to the amount previously paid by the Indemnifying Party to Indemnified Party with respect to a breach such Damages) less the costs incurred to collect such amounts and less the amount of a Fundamental Representation or fraudany actual premium increases directly resulting therefrom; (h) as an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, same Damages; (i) Seller will not in determining the amount of indemnification due under this Agreement, all payments shall be liable hereunder (other than for reduced by any claim for fraud) for an amount in excess Tax benefit realized by the Indemnified Party on account of the Purchase Price underlying claim in the taxable period in which the Damages attributable to such underlying claims were incurred, and in computing the amount of any such Tax benefit, any item of loss, deduction or credit resulting from such underlying claim shall be treated as the last marginal item of loss, deduction or credit recognized by the Indemnified Party; (iij) no Sellers will have if an Indemnified Party recovers Damages from an Indemnifying Party under this Agreement, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except third party, with respect to a breach such recovered Damages, and the Indemnified Party shall reasonably cooperate in connection therewith; and (k) in no event shall the amount of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable Damages for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that which indemnity may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds by the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification Parent Indemnified Parties pursuant to Section 11.3(a) (other thanthis Agreement include any costs or expenses of advisors retained to develop any strategy for or prepare or assist with any analysis of sales and use tax matters, including in each case connection with respect to a breach of a Fundamental Representation preparing for or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess bringing actions of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth type described in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap6.9(b).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a), other than with respect to the Tax Representations and the Fundamental Representations, shall be $4,600,000 (the “Cap”); (ii) other than with respect to the Tax Representations and the Fundamental Representations, (A) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in the Seller with respect of an individual claim or series of related to all claims under any of the foregoing sections for indemnification equals or exceeds $5,000 330,000 (the “Per Claim MinimumDeductible Amount”); (ii) Sellers will not , in which case the Seller shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketDeductible Amount; and (B) no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of Section 8.2(a) other than Losses in excess of $10,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) with respect to any Tax Representation or any Fundamental Representation shall be the Purchase Price; (iv) each Indemnifying Party’s responsibility pursuant to Section 8.2(e) or Section 8.3(c) for any Indemnified Pre-Closing Environmental Liability shall be fifty percent (50%) of the amount of any Losses incurred by the Indemnified Party (including any deductible amounts under any insurance policies that would otherwise be applicable to such Losses); provided that (A) the maximum amount the Indemnified Parties may recover from the Indemnifying Party pursuant to Section 8.2(e) or Section 8.3(c) shall be the Indemnified Pre-Closing Environmental Liability Cap; (B) nothing in this Section 8.5(a)(iv) shall limit the remedies under any other provision of Section 8.2 or Section 8.3; and (C) the Buyer shall not be obligated to indemnify any Seller Indemnified Party pursuant to Section 8.3(c) with respect to any Loss to the extent arising or resulting from, or to the extent that such Loss was increased by any action by, or failure to act of, the Seller or its Affiliates or Representatives during, the Seller’s ownership or operation of the Owned Real Property during the Seller Parent’s period of ownership of the Seller; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party (A) pursuant to Section 8.2(a) with respect to any Loss for breach of any Environmental Representation or (B) pursuant to Section 8.2(e) with respect to any Loss arising from any Indemnified Pre-Closing Environmental Liability, in each case to the extent that such Loss arises or results from or is increased by any action or investigation of the Buyer after the Closing, including any groundwater or soil sampling conducted after the Closing Date, except where such action or investigation is (1) required by applicable Law, a Governmental Authority or the landlord for any Leased Real Property; (2) reasonably necessary in order to avoid an Action threatened in writing by a Governmental Authority or other Person under any Environmental Law; or (3) reasonably necessary in order to prevent or mitigate an actual and substantial endangerment to human health or the environment; (vi) the Seller shall not be obligated to indemnify any Buyer Indemnified Party pursuant to Section 8.2(a) with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Statement, the Interim Financial Statements or the Financial Statements; (vii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.9; and (viii) notwithstanding anything to the contrary in this Agreement, other than in respect of indemnification for a Third Party Claim and as an individual claim element of damages of such Third Party Claim, no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or series indirect damages, including business interruption, diminution of related claims equals value, loss of future revenue, profits or exceeds income, or loss of business reputation or opportunity relating to the Per Claim Minimum; breach or alleged breach of this Agreement. (b) The amount of any and all Losses under this Article VIII shall be determined net of (i) any Tax benefit available to the applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses in the taxable year in which the indemnifiable Loss is incurred or the following taxable year, (ii) Purchaser will any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (less any out-of-pocket expenses incurred in collecting such amounts and less the net present value of any increase in premiums resulting from the claims that resulted in such recovery) and (iii) any insurance or other recoveries payable to the Indemnified Party or its Affiliates pursuant to the Title Policy. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (c) The Buyer and the Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim, liability or Loss. In the event that the Buyer or the Seller shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other party shall not be liable required to indemnify any Person for any claim claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the foregoing, the Buyer and the Seller shall, or shall cause the applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (d) Any indemnity with respect to Tax matters arising from the breach of a representation or warranty contained in Section 3.14 or a tax-related covenant shall be limited to Taxes that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date. (e) Solely with respect to claims for indemnification pursuant to Section 11.3(a8.2(a) (other thanand Section 8.3(a), in each case calculating the amount of Losses with respect to a breach of a Fundamental Representation any representations and warranties (but not in determining whether any representations or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding warranties have been breached), any claims for Losses that do not equal limitation or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters qualification set forth in Section 11.3(asuch representations and warranties as to “materiality,” “Material Adverse Effect,” “Buyer Material Adverse Effect” and words of similar import shall be disregarded. (f) Notwithstanding anything to the contrary herein, the rights and remedies of the Buyer Indemnified Parties shall not be limited by the fact that any Buyer Indemnified Party had actual or constructive knowledge (regardless of whether such knowledge was obtained through such Buyer Indemnified Party’s own investigation or through disclosure by the other thanParty, in each case with respect to its representatives or any other Person) of any breach, event or circumstance, whether before or after the execution and delivery of this Agreement or the Closing. (g) For the avoidance of doubt, any Losses arising from a breach of a Fundamental Representation or fraud) as the case may be, will covenants contained in Section 5.18 shall not be an amount equal subject to the Caplimitations contained in Section 8.5(a)(i) through (vii).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will Seller shall not be liable have any obligation to provide indemnification for any claim for indemnification Losses pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 100,000 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case Seller shall be liable to Buyer Parties only for any claim such Losses in excess of $100,000. The maximum obligation of Seller to provide indemnification for indemnification all Losses pursuant to Section 10.1(a)(v)11.1 shall be limited to an amount equal to the Purchase Price; provided, Section 10.1(b)(v) or Section 11.2(a) (other thanhowever, in each case that the maximum obligation of Seller to provide indemnification with respect to a amounts payable under Section 6.3(b)(vi) (including any such amounts paid from the Holdback Amount) shall be limited to an amount equal to US$1,000,000. Notwithstanding the foregoing, the Basket Amount will not apply with respect to any breach of a Fundamental Representation Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.9, 4.11, 4.13, 4.16, 4.18 and 4.19, the breach of any representations and warranties caused by fraud or fraudSeller’s intentional misconduct, any Losses related to the Legal Proceedings set forth in Schedule 4.7, amounts for which the Buyer Parties are indemnified pursuant to Sections 6.3(b)(vi)(A) unless and until or amounts which the Seller is obligated to pay pursuant to Section 6.3(g)(ii). (b) Buyer Parties shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of indemnifiable all such Losses (disregarding any claims exceeds the Basket Amount, in which case Buyer Parties shall be liable to Seller only for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the Basket Amount. The maximum amount obligation of indemnifiable Buyer Parties to provide indemnification for Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect pursuant to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will shall be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapPurchase Price. Notwithstanding the foregoing, the Basket Amount will not apply with respect to any breach of Buyer Parties’ representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller at any time prior to 5:00 p.m., El Segundo, California time, on the last day of the applicable survival period set forth with respect to such claim under Section 11.5. Buyer Parties shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer Parties at any time prior to 5:00 p.m., El Segundo, California time, on the last day of the applicable survival period set forth with respect to such claim under Section 11.5. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Change” or “Material Change,” or be or not be “reasonably expected to have a Material Change” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ia) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v9.02(a) or Section 11.2(a9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Indemnifying Party equals or exceeds $5,000 (7.5 million, whereupon the “Per Claim Minimum”); (ii) Sellers will Indemnifying Party shall not be liable for any claim for indemnification pursuant except to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the extent that the aggregate amount of indemnifiable such Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 7.5 million; (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iiib) the maximum amount of indemnifiable Losses that which may be recovered from Sellers under Section 10.1 and this Article XI an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 10.1(a)(v), Section 10.1(b)(v9.02(a) or Section 11.2(a9.03(a) (other thanthan indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, in each case with respect to a breach of a Fundamental Representation or fraudrespectively) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess 7.5% of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim MinimumPrice; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iiic) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 11.3(a9.02(a) (other thanor Section 9.03(a) for indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, in each case with respect to a breach of a Fundamental Representation or fraud) respectively, as the case may be, will shall be an amount equal to the CapPurchase Price; (d) an Indemnifying Party shall not be liable for any Losses pursuant to Section 9.02(a) or Section 9.03(a), other than for indemnifiable Losses in excess of $50,000 resulting from a single claim or aggregate claims arising from the same facts, event or circumstances; and (e) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02 or Section 9.03, as the case may be, shall be an amount equal to the Purchase Price. Notwithstanding the foregoing, the provisions of this Section 9.04 shall not apply to indemnification in respect of the obligations of the parties pursuant to Section 5.10.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: Article VII, Seller shall not be required to indemnify, defend or hold harmless Buyer Indemnitees against or reimburse Buyer Indemnitees for any Losses: (i) Sellers will pursuant to Section 7.2(a) unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, and (B) the aggregate amount of all of Buyer Indemnitees’ Losses under Section 7.2(a), in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, exceeds $10,000,000 (in which event Seller shall be liable only for the excess of such Losses over $10,000,000); provided, however, and in addition to the other limitations set forth in this Section 7.3, (A) Seller shall not be required to indemnify, defend or hold harmless Buyer Indemnitees with respect to Losses that relate to a specific Site unless and until the aggregate amount of all of Buyer Indemnitees’ Losses related to such Site exceeds $1,000, in which case Seller shall be liable for any the full amount of such Losses from dollar one; and (B) that no individual claim (or series of related claims) for indemnification payment of Losses that do not relate to a specific Site shall be deemed to be Losses pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a7.2(a) unless and until the aggregate amount of indemnifiable such Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (1,000, in which case Seller shall be liable for the “Per Claim Minimum”)full amount of such Losses from dollar one; and (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud7.2(b) unless and until (A) Buyer has notified Seller in writing in accordance with Section 7.4 within the survival period set forth in Section 7.1, and (B) the aggregate amount of indemnifiable all of Buyer Indemnitees’ Losses under Section 7.2(b) exceeds $15,000,000 (disregarding any claims in which event Seller shall be liable only for the excess of such Losses over $15,000,000); provided, further, with limiting Section 7.3(c) below, that do not equal or in no event shall the aggregate indemnification liability of Seller under this Agreement exceed the Per Claim Minimum) that may be recovered from Sellers under Escrow Shares plus the foregoing sections equals or exceeds $20,000 (cash in the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossEscrow Account. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will Article VII, Buyer shall not be liable required to indemnify, defend or hold harmless Seller Indemnitees against or reimburse Seller Indemnitees for any claim for indemnification Losses pursuant to Section 11.3(a7.2(c) unless and until (i) Seller has notified Buyer in writing in accordance with Section 7.4 within the aggregate amount of indemnifiable Losses that may be recovered from Purchaser applicable survival period, if any, set forth in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; Section 7.1, and (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other thanthe aggregate of all of Seller Indemnitees’ Losses exceeds $5,000,000, in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein (in which event Buyer shall be liable only for the excess of such Losses over $5,000,000); provided, however, in no event shall the aggregate indemnification liability of Buyer under this Agreement exceed an amount equal to $75,000,000 (except, in each case, for any breach of Buyer or Parent of Sections 5.12 and 5.13 hereof, which shall not be subject to any limitation set forth in this Section 7.3(b)). (c) After the Closing Date, recovery from the Escrow Account shall be Buyer’s sole and exclusive remedy under this Agreement for Losses pursuant to Section 7.2(a) and 7.2(b). (d) The amount of any Losses that an Indemnified Party recovers under this Article VII shall be net of (i) any amounts which such Indemnified Party actually recovers and collects from third parties, (ii) any Tax benefits realized attributable or with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable such Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) any insurance proceeds actually received by such Indemnified Party, less any deductibles or retention amounts, co-payments, related premium increases or other payment obligations that directly result from any Losses (including reasonable attorneys’ fees and other costs of collection to the maximum extent not payable or reimbursable by third parties) that relate to or arise from the making of the claim for indemnification. If any Tax benefits are realized after the indemnification period provided herein, the amount of indemnifiable Losses that may such Tax benefits shall be recovered from Purchaser arising out of or resulting from promptly paid to the matters set forth Indemnifying Party (as defined in Section 11.3(a7.4(a)) within ten (other than, in each case with respect to a breach 10) Business Days of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Caprealization of such Tax benefits.

Limits on Indemnification. (ai) Notwithstanding anything herein or in the Contribution Agreement to the contrary contained in this Agreement: contrary, (i) Sellers will the Class B Limited Partner, the General Partner and the Partnership shall not be liable obligated to provide indemnification for any claim for indemnification pursuant to Damages in respect of claims made by the Subscriber under this Article 8 and Section 10.1(a)(v)5.02 of the Contribution Agreement unless the total of all such Damages shall exceed five hundred thousand dollars ($500,000.00) in the aggregate, Section 10.1(b)(vwhereupon the total amount of such Damages from the first dollar shall be recoverable by the Subscriber in accordance the terms hereof, and (ii) or Section 11.2(a) unless and until the maximum aggregate amount of indemnifiable Losses indemnification that Subscriber may be recovered from Sellers in respect of an individual claim or series of related claims recover under any both this Article 8 and Section 5.02 of the foregoing sections equals or exceeds Contribution Agreement from the Class B Limited Partner, the General Partner and the Partnership shall not exceed ten million dollars ($5,000 (the “Per Claim Minimum”10,000,000.00); . (ii) Sellers will not be liable for any claim for indemnification pursuant to Notwithstanding Section 10.1(a)(v8.2(f)(i), Section 10.1(b)(v(A) or Section 11.2(a) (other than, in each case the Subscriber’s sole remedy with respect to a breach of the Title Representations with respect to a Fundamental Representation Fund Investment shall be to elect to have such Fund Investment treated as an Excluded Interest (to the extent such Fund Investment has not been contributed to the Partnership) or fraudto require that the Class B Limited Partner acquire such Fund Investment from the Partnership for an amount equal to (A) unless and until the aggregate amount of indemnifiable Losses (disregarding Contribution True-Up Amount paid with respect to such Fund Investment plus any claims for Losses that do not equal or exceed amounts funded by the Per Claim MinimumClass A Limited Partner under Section 4.2(a)(ii) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; Partnership Agreement (which amounts shall be solely distributable to the Class A Limited Partner) plus (B) any amounts funded by the Class B Limited Partner under Section 4.2(a)(ii) of the Partnership Agreement (which amount shall be solely distributable to the Class B Limited Partner) (an amount equal to any distributions received by each of the Class A Limited Partner or Class B Limited Partner from the Partnership under Section 7.5 of the Partnership Agreement solely with respect to Distributions received by the Partnership with respect to such Fund Investment, shall be credited against each of the amounts calculated under clause (A) or clause (B)), and (iiiB) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except Commitment Representations with respect to a breach Fund Investment, the Subscriber’s sole remedy shall be to request that the Class B Limited Partner provide the Subscriber with an corrected copy of any representation or warranty Schedule 2.06 of the Contribution Agreement and, if such error resulted in Article V or in respect the actual capital commitment of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case Class B Limited Partner with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only Fund Investment being greater than such amount of Losses in excess capital commitment as set forth on Schedule 2.06 of the Basket; and (iii) Contribution Agreement, the maximum amount of indemnifiable Losses that may Class B Limited Partner shall be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal responsible for any contributions to the CapPartnership to the extent of any such additional capital commitment obligation following the contribution by the Subscriber of its Capital Commitment to the Partnership.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) the Sellers will shall not be liable (including, for the avoidance of doubt, through release to Buyer of all or any part of the Indemnity Escrow Amount) for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a6.2(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from the Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds USD $5,000 100,000, in which case the Sellers shall be liable only for the amount of Losses in excess thereof; provided, that this clause (i) shall not apply to Losses arising out of or relating to the “Per Claim Minimum”inaccuracy or breach of Section 3.16 relating to Taxes, any Fundamental Representation or in the event of fraud by a Seller (which claim may be brought solely against the Seller who committed such fraud); (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Sellers will (including, for the avoidance of doubt, through release to Buyer of all or any part of the Indemnity Escrow Amount) for Losses arising out of or relating to indemnification claims (x) under Section 6.2(a) or Section 6.2(c) shall be NOK 1,750,000 and (y) under Section 6.2(e) shall be NOK 1,000,000; provided, that this clause (ii) shall not limit any claim for fraud by a Seller (which claim may be liable for brought solely against the Seller who committed such fraud); and (iii) any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v6.2(b) shall be brought solely against the Seller or Section 11.2(aSellers who breached the applicable covenant or agreement giving rise to such indemnification claim. (b) (other thanThe Sellers’ liability for an indemnifiable Loss shall be several and not joint. Each Seller shall only be liable for a fraction of the total Loss for which the Sellers are liable to compensate the Buyer under the terms of this Agreement where the numerator of such fraction shall be equal to the portion of the Consideration received by such Seller and the denominator shall be equal to the total Consideration. Notwithstanding the foregoing, in each case with respect to a breach the event an indemnifiable Loss hereunder is the result of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation that is made by or warranty in Article V relates to an individual Seller (and not to all Sellers generally or in respect to the Company), the recourse of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations applicable Indemnified Party under Section 11.2 will this Agreement shall be limited to the then- remaining portion of the Indemnity Escrow Fund that is distributable to such Initial breaching Seller and, if applicable, recourse directly against such breaching Seller, and no other Sellers shall be subject to any liability (whether directly or against their respective portions of the Indemnity Escrow Fund) with respect to such Loss. (bc) Notwithstanding anything The Sellers total liability under this Agreement in the aggregate shall in no event exceed an amount equal to the contrary contained Consideration, and each individual Seller’s respective liability under this Agreement shall in this Agreement: no event exceed an amount equal to the portion of the Consideration received by such Seller. (id) Purchaser will For the avoidance of doubt, the Sellers shall not be liable for any claim for indemnification pursuant Loss if and to Section 11.3(athe extent that such Loss results solely from Parent being a publicly-listed company (such as, but not limited to, in relation to claims by the investors or shareholders of Parent). (e) unless and until None of the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not parties hereto shall be liable for any claim special or punitive damages, except to the extent actually paid to a third party. (f) The amount of any and all Losses under this Article VI shall be determined net of (i) any Tax benefit actually received by the applicable Indemnified Party in connection with the accrual, incurrence or payment of any such Losses (limited to any Tax benefit arising in the year of the Loss and determined after taking into account the Tax effect of receiving an indemnity payment for such Loss hereunder) and (ii) any insurance or other third party recoveries actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (g) No Loss shall be deemed to have been suffered by reason of a breach of Section 3.16 (Taxes) for incremental taxes (excluding penalties and interest for late payment) caused by incremental profits made by the Company compared to those assumed in the Agreed Closing Statement. (h) No party shall be entitled to any payment, adjustment or indemnification pursuant to Section 11.3(a) (other than, in each case more than once with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capsame matter.

Limits on Indemnification. (a) No claim may be asserted against any party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim (to the extent known) on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 7.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 7.2(a), or from the Buyer by the Seller Indemnified Parties pursuant to Section 7.3(a), shall be $185,000,000 (the “Cap”); provided that the Cap shall not be applicable in respect of any breach of a Fundamental Representation; provided, further, that the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 7.2(a) in respect of any breach of the representations and warranties set forth in the last sentence of Section 3.14(d) and Section 3.15 (together with all other recoveries for breaches of representations and warranties subject to the Cap) shall be $277,500,000; (ii) the Seller shall not be liable to any Buyer Indemnified Party pursuant to Section 7.2(a), and the Buyer shall not be liable to any Seller Indemnified Party pursuant to Section 7.3(a), for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a(x) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim the Seller or series of related claims under any of the foregoing sections Buyer, as applicable, equals or exceeds $5,000 18,500,000 (the “Per Claim MinimumBasket Amount”), in which case the Seller or the Buyer, as applicable, shall be liable only for the Losses in excess of the Basket Amount or (y) in respect of any claim that results in Losses of less than $50,000; provided that the foregoing limitations in clauses (iix) Sellers will and (y) shall not be liable for applicable in respect of any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless any breach of the representations and until warranties set forth in the aggregate amount last sentence of indemnifiable Losses (disregarding Section 3.14(d); and provided, further, that in no event shall there be duplication of payments with respect to items considered as part of any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers Inventory adjustment under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Section 2.3 and amounts paid with respect to indemnification for only such amount of Losses in excess of the Basket; and claims under this Article VII; (iii) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, exemplary, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the maximum amount breach or alleged breach of indemnifiable Losses that may be recovered from Sellers under Section 10.1 this Agreement (except (i) to the extent actually awarded to a Governmental Authority or other third party or (ii) with respect to breaches of (x) the representations and this Article XI arising out of or resulting from the matters warranties set forth in Section 10.1(a)(v), Section 10.1(b)(v3.15 (related to intellectual property) or Section 11.2(a(y) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by contained in the SellersIntellectual Property License, Sellers indemnification obligations under Section 11.2 will with respect to which consequential damages that are reasonably foreseeable shall be limited available to such Initial Sellers Loss.a party in seeking a remedy hereunder); and (biv) Notwithstanding anything to in no event shall the contrary contained in this Agreement: (i) Purchaser will not Seller be liable to any Buyer Indemnified Party pursuant to Section 7.2 or otherwise for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser for or other Liability in respect of an individual claim Taxes attributable to the operation or series conduct of related claims equals the Business or exceeds the Per Claim Minimum; Transferred Assets for any Post-Closing Tax Period. (c) The amount of any and all Losses under this Article VII shall be determined net of (i) any Tax benefit actually realized by the applicable Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses, and (ii) Purchaser will not be liable for any claim for insurance proceeds payable recoveries to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification pursuant (less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks). Each party hereby waives, to Section 11.3(a) (other thanthe extent permitted under its applicable insurance policies, in each case any subrogation rights that its insurer may have with respect to any indemnifiable Losses. For this purpose, (i) the applicable Indemnified Party or its Affiliate shall be deemed to recognize all other items of loss, deduction or credit before recognizing any deduction or loss arising from the incurrence or payment of any indemnified Loss for which indemnification is provided under this Article VII, and (ii) the applicable Indemnified Party or its Affiliate shall be deemed to have “actually realized” a breach of a Fundamental Representation or fraudnet Tax benefit if (A) unless and until realized in the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess year of the Basket; indemnified Loss, and (iiiB) to the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other thanextent that, in each case with respect to a breach any taxable period of a Fundamental Representation such Indemnified Party or fraudsuch Affiliate ending on or before two years from the Closing Date, the amount of Taxes payable by such Indemnified Party or such Affiliate is reduced below the amount of Taxes that such Indemnified Party or such Affiliate would have been required to pay but for the incurrence or payment of such Losses for which indemnification is provided under this Article VII. (d) as The Buyer and the case Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be, will be an amount equal required hereunder. The Buyer and the Seller shall cause the applicable Indemnified Party to use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the Capsame extent as they would if such Loss were not subject to indemnification hereunder.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not No claim may be liable for any claim for indemnification asserted against either Party pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.3(a) (other than, in each case than with respect to a breach any Fundamental Representation), unless written notice of a Fundamental Representation such claim is received by such Party in accordance with Section 8.4 on or fraud) unless and until prior to the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal date on which the representation or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled warranty on which such claim is based ceases to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v)8.1, Section 10.1(b)(vin which case such representation or warranty shall survive as to such claim until such claim has been finally resolved. No claim may be asserted against either Party under Sections 8.2(b) or Section 11.2(a8.3(b) (other thanunless written notice of such claim is received by such Party, describing in each case reasonable detail the facts and circumstances with respect to a breach the subject matter of a Fundamental Representation such claim on or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything prior to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of date that is 12 months following the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any date by which such covenant or agreement by the Sellersis required to be performed, Sellers indemnification obligations under Section 11.2 will be limited in which case such covenant or agreement shall survive as to such Initial Sellers Lossclaim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to under Section 11.3(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims the Seller equals or exceeds $450,000, in which case the Per Claim MinimumSeller shall be liable only for the Losses in excess of such amount; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Purchaser equals or exceeds by the Basket whereupon the Sellers Buyer Indemnified Parties will under Section 8.2(a) (including, subject to clause (v) below, any Losses relating to any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement) shall be entitled an amount equal to indemnification for only such amount of Losses in excess of the Basket$11,440,000; and (iii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Balance Sheet; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was included in the calculation of Final Working Capital (as finally determined pursuant to Section 2.9); and (v) the maximum aggregate amount of indemnifiable Losses relating to any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement shall be an amount equal to $5,720,000; provided, however, that may be recovered from Purchaser clauses (i)-(iii) and (v) of this Section 8.5(b) shall not apply to any claim for indemnification to the extent arising out of or resulting from any Excluded Liability or to the matters set forth in Section 11.3(a) (other than, in each case with respect to extent arising out of a breach of a the representation and warranty in Section 3.16(c) or any Fundamental Representation Representation. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance or fraudother recoveries received by the Indemnified Party or its Affiliates (net of any out-of-pocket costs and expenses incurred by the Indemnified Party in obtaining such recoveries) as in connection with the case may be, will be an amount equal facts giving rise to the Capright of indemnification.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable The Seller shall have no liability under Section 9.02 for any claim for indemnification pursuant in respect of Purchaser Indemnified Parties’ Losses, and the Purchaser shall not have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) which individually (except that if the Losses are a series of related Losses, then in the aggregate) are less than $100,000 (the “De Minimis Amount”) (provided that in the event that the amount of any Loss with respect to Section 10.1(a)(vsuch individual claim, or series of related Losses exceeds the De Minimis Amount, subject to the limitations in (ii), Section 10.1(b)(vindemnification shall be made from the first dollar of Losses resulting from such claim not withstanding that any individual claim may involve a Loss of less than the De Minimis Amount), and (ii) or Section 11.2(a) unless and until the aggregate amount of indemnifiable the respective Indemnified Parties’ Losses that may be recovered from Sellers in respect of an individual claim or series of related associated with indemnification claims under any of the foregoing sections equals or such Section exceeds $5,000 1,000,000 (the “Per Claim MinimumDeductible Amount”); (ii) Sellers will , after which the Indemnifying Party shall be obligated for all such Indemnified Parties’ Losses, and not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach only the portion of a Fundamental Representation or fraud) unless and until such Losses exceeding the Deductible Amount. The aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess liability of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers Indemnifying Party under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to 9.02 shall not exceed $50,000 80,000,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess The aggregate liability of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until Indemnifying Party under Section 9.03 shall not exceed the Final Closing occurs; and (iii) except Cap. The provisions of this Section 9.04 shall not apply with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations indemnification: (x) under Section 11.2 will be limited 6.17(d), Sections 9.02(b) to such Initial Sellers Loss9.02(g), or Section 9.03(b); or (y) for Taxes (including pursuant to Article VII hereof and Article VI of the TAHM Share Purchase Agreement). (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable The Seller shall have no liability under Section 9.02 for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds Purchaser Indemnified Parties’ Losses, and the Per Claim Minimum; (ii) Purchaser will shall not be liable have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) to the extent that such Losses result solely and exclusively from the Indemnified Party undertaking any action required to be taken pursuant to a covenant or obligation applicable to the Indemnifying Party set forth in this Agreement (including without limitation the Pre-Closing Restructuring or pursuant to the Interim Management Agreement), and (ii) directly resulting from any actions taken by the Indemnifying Party pursuant to and in accordance with any written instruction, consent, approval or waiver given by the Indemnified Party. (c) Notwithstanding any other provision of this Agreement, the limitations in Section 9.04(a) shall not qualify or limit the liability of an Indemnifying Party in relation to: (i) any of those representations and warranties contained in (A) Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.11(c) or Section 4.01 hereof, or (B) Clauses 4.1, 4.2, 4.5, 4.6 or 5.1 of the Securities Purchase Agreement, or (C) Section 3.01, Section 3.02, Section 3.03 or Section 4.01 of the NewCo2 Subscription Agreement, or (D) Section 3.01, Section 3.02, Section 3.03, Section 3.11 or Section 4.01 of the TAHM Share Purchase Agreement; or (ii) any claim under any representation or warranty that is attributable to fraud, willful dishonesty or willful concealment on the part of the Indemnifying Party. (d) Payments by an Indemnifying Party pursuant to Section 11.3(a) (other than, 9.02 or Section 9.03 in each case with respect of any Loss shall be limited to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, (promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses (disregarding net of any claims reasonable direct related costs incurred by the Indemnified Party in pursuing such claims, including any Taxes on such costs and expenses) for Losses which the Indemnified Party was indemnified prior to the realization of reduction of such Losses); provided that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount payments in respect of Losses shall not be reduced by this Section 9.04(d) in excess respect of insurance deductibles actually paid by the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapIndemnified Party.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty, or covenant contained in this Agreement or the Ancillary Agreements or any certificate delivered hereto or thereto, or with respect to any Excluded Liability, unless written notice of such claim made in accordance with Section 6.4(a) is received by such party on or prior to the Claims Deadline, in which case such representation, warranty, covenant or claim with respect to such Excluded Liability shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) neither Sellers will not or Seller Parent, on the one hand, nor Buyer on the other hand, shall be liable to any Buyer Indemnified Party or Sellers Indemnified Party, as applicable, for any claim for indemnification pursuant relating to Section 10.1(a)(v), Section 10.1(b)(v) breaches of representations or Section 11.2(awarranties (other than the Fundamental Representations) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims Seller Parent under any of the foregoing sections Section 6.2(a) or Buyer under Section 6.3(a), as applicable, equals or exceeds $5,000 (the “Per Claim Minimum”); 100,000, in which case Sellers and Seller Parent or Buyer, as applicable, shall be liable for all such Losses; (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) by Buyer Indemnified Parties (other than, in each case than with respect to a breach the Fundamental Representations) shall be an amount equal to five percent (5%) of a Fundamental Representation the Purchase Price (the “Cap”); (iii) no Losses may be claimed by any Buyer Indemnified Party under Section 6.2(a) or fraudany Seller Indemnified Party under Section 6.3(a) unless and until or shall be reimbursable by or shall be included in calculating the aggregate amount of indemnifiable Losses set forth in clause (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumi) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of above other than Losses in excess of $5,000 resulting from any single claim or aggregated claims arising out of the Basketsame facts, events or circumstances; provided that the foregoing limitation shall not apply to any claim based on a Fundamental Representation; (iv) Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that such Loss was included in the Final Closing Statement (as finally determined pursuant to Section 2.7); and (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or other damages calculated on the basis of any multiple relating to the breach or alleged breach of this Agreement, or any other damages other than damages that constitute actual damages. (c) For all purposes of this Agreement, Losses shall be reduced by (i) any insurance or other recoveries paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit actually realized by such Indemnified Party or its Affiliates with respect to such Losses. Buyer shall seek full recovery under all applicable insurance policies and other collateral sources covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and reimburse Sellers or Seller Parent for any such recovery (net of any out of pocket expenses or costs incurred in procuring such recovery) up to the extent of any indemnification payment received by Buyer for such Loss. Nothing in this Section 6.5(c) shall delay an Indemnified Party’s ability to make a claim for indemnification or an Indemnifying Party’s obligation to make payment therefor. Any payment under this Article VI shall initially be made without regard to this Section 6.5(c) and shall be reduced to reflect any such Tax benefit only after the Indemnified Party has actually realized such benefit. For purposes of this Agreement, the Indemnified Party shall be deemed to have ‘actually realized’ a net Tax benefit to the extent that, and at such time as, the amount of Taxes required to be paid by the Indemnified Party is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Losses, in each case: (i) during the same Tax year as the year in which the relevant Losses occurred and the immediately subsequent Tax year; and (iiiii) calculated so that the maximum amount of indemnifiable Losses that may items related to the Indemnifying Party’s indemnification obligations are the last to be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, recognized in each case such Tax year. (d) Buyer and Sellers shall cooperate with each other with respect to a breach of a Fundamental Representation resolving any claim or fraud) liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Buyer or Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if Buyer or Sellers, as the case may be, will had made such efforts. (e) Each Buyer Indemnified Party shall seek payment of any amount to which it may be an amount equal entitled under this Article VI from Sellers or Seller Parent. (f) Notwithstanding anything to the Capcontrary in this Agreement (i) the limitations set forth in this Section 6.5 shall not be applicable to any Losses incurred as a result of knowing and intentional breach of covenant committed by or on behalf of Sellers, and (ii) no Person’s liability shall be limited in any way for such Person’s intentional fraud under Delaware common law with respect to such Person’s representations and warranties set forth in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , Covance shall not be required to indemnify, defend or hold harmless the Purchaser Indemnified Parties against or reimburse the Purchaser Indemnified Parties for any Loss arising from a breach of representation or warranty contained in Article III or IV pursuant to Section 10.02, unless (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only has notified Covance in writing in accordance with Section 10.05 within the applicable survival period, if any, set forth in Section 10.01, (ii) such Loss exceeds $35,000 (nor shall any Loss below such amount of Losses in excess be applied to or considered for purposes of the Basket; next clause (iii) and the first proviso thereafter), and (iii) the maximum amount aggregate of indemnifiable all of the Purchaser Indemnified Parties' Losses that may be recovered from Sellers under Section 10.1 and 10.02 exceeds $2 million (in which event Covance shall be liable only for the excess of such Losses over $2 million); provided, however, that in no event shall the aggregate liability of Covance under this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be Agreement exceed an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess 50% of the Purchase Price (iias adjusted pursuant to Sections 2.07, 2.09 and 2.10); provided further however, that the foregoing limitations shall not apply to Losses arising out of any breach of (A) no Sellers will have any indemnification obligation hereunder unless covenant contained in this Agreement, (B) the representations and until the Final Closing occurs; warranties of Covance set forth in Section 3.02, 4.02, 4.17 or 4.22, (C) any amounts payable under Sections 2.09 and 2.10 and (iiiD) except with respect to a breach of any representation or warranty the indemnity provided by Covance in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss10.02(B) and (C). (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will , Covance shall not be liable required to indemnify, defend or hold harmless any Purchaser Indemnified Party against or reimburse any Purchaser Indemnified Party for any claim for indemnification Losses pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual 10.02 (A), if any such claim or series of related claims equals demand otherwise was adjudicated or exceeds otherwise resolved in connection with the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters Purchase Price adjustment procedures set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap2.08.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party pursuant to the terms hereof on or prior to the date on which the representation, warranty or covenant upon which such claim is based ceases to survive as set forth in Section 7.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties, or from the Buyer by Seller Indemnified Parties, pursuant to Section 7.2 or Section 7.3, respectively, shall be in each case an amount equal to fifteen percent (15%) of the Purchase Price, provided, that the provisions of this Section 7.5(b)(i) shall not limit the maximum aggregate amount of indemnifiable Losses recoverable with respect to any breach of or failure to perform, carry out, satisfy or discharge any covenant or agreement by the Seller, the Company and/or the Buyer, as applicable, contained in Sections 6.1, 6.5, 6.6, 6.9, 6.10, 6.11, 6.12, 6.13, 6.15, 6.17, 6.19, 6.20 and 6.22; (ii) the Seller shall not be liable to any Buyer Indemnified Party, and the Buyer shall not be liable to any Seller Indemnified Party, for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) 7.2 or Section 11.2(a) 7.3, respectively, unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers the Seller or the Buyer, respectively, in respect of an individual claim or series of related claims under any of the foregoing sections each case equals or exceeds $5,000 (1,500,000, and the “Per Claim Minimum”); (ii) Sellers will not Seller, on the one hand, and the Buyer, on the other hand, shall be liable only for any claim for indemnification pursuant to the Losses in excess of such amount, provided, that the provisions of this Section 10.1(a)(v), Section 10.1(b)(v7.5(b)(ii) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until shall not limit the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case recoverable with respect to a any breach of a Fundamental Representation or fraud) as the case may befailure to perform, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary hereincarry out, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation satisfy or warranty in Article V or in respect of a breach of discharge any covenant or agreement by the SellersSeller, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary Company and/or the Buyer, as applicable, contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless Sections 6.1, 6.5, 6.6, 6.9, 6.10, 6.11, 6.12, 6.13, 6.15, 6.17, 6.19, 6.20 and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and 6.22; (iii) the maximum amount of indemnifiable Losses that may Seller shall not be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case obligated to indemnify any Buyer Indemnified Party with respect to any Loss pursuant to Section 7.2 to the extent that a specific accrual or reserve for the amount of such Loss was reflected as a Current Liability on the Closing Statement; (iv) the right to indemnification or any other remedy in favor of the Buyer Indemnified Parties based on representations, warranties, covenants and agreements in this Agreement or any Ancillary Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) prior to the execution and delivery of this Agreement; and (v) except with respect to Third Party Claims, no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of a Fundamental Representation this Agreement. (c) For all purposes of this Article VII, “Losses” shall be net of (i) any insurance or fraud) as the case may be, will be an amount equal other recoveries actually paid to the CapIndemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit arising in connection with the accrual, incurrence or payment of any such Losses, but only to the extent such Tax benefit is actually realized by such Indemnified Party or its Affiliates in the taxable period of such accrual, incurrence or payment of such Loss, as applicable, determined by assuming that such Tax benefit is usable in such period only on a last-used basis, considering all other available Tax benefits.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will not no indemnification shall be liable for any claim for indemnification pursuant to available under Section 10.1(a)(v11.2(a)(i), Section 10.1(b)(v11.2(a)(ii) (solely with respect to any claim arising from or relating to the matters set forth in Section 7.15 or 7.16) or Section 11.2(a11.2(b)(i) (A) in respect of any individual claim or series of related claims based on a similar set of operative facts unless the amount claimed is greater than an amount equal to $[***] (the “De Minimis Amount”), in which case the Indemnified Party shall be entitled to recover all Losses in connection with such claim or series of related claims (including the De Minimis Amount) and (B) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers the Indemnifying Party equals or exceeds an amount equal to $[***], in which case the Indemnifying Party shall be liable for the full amount of such Losses; (ii) after the Closing, the maximum aggregate amount of indemnifiable Losses which may be recovered from Equillium under Section 11.2(a)(i) in respect of an individual claim or series of related claims under any of (A) the foregoing sections equals representations and warranties of Equillium other than the Fundamental R&Ws and IP R&Ws shall be an amount equal to 10% of the Aggregate Payments, (B) the IP R&Ws shall be an amount equal to 50% of the Aggregate Payments, provided that any payments actually made by Equillium under Section 11.2(a)(i) that would reduce the maximum amount recoverable under clause (A) shall also reduce the maximum amount recoverable under this clause (B) or exceeds $5,000 (C) the “Per Claim Minimum”); Fundamental R&Ws shall be an amount equal to 100% of the Aggregate Payments; (iii) prior to the Closing, other than in respect of Fraud, the maximum aggregate amount of indemnifiable Losses which may be recovered from Equillium under Section 11.2(a)(i) and (ii) Sellers will not shall be liable for any claim for indemnification an amount equal to the Development Funding actually paid to Equillium; (iv) in no event shall, other than (A) pursuant to Section 10.1(a)(v11.2(a)(iii) or 11.8(a)(iii) or (B) in respect of Fraud, Equillium be liable in the aggregate in excess of an amount equal to the sum of 100% of the Aggregate Payments; (v) other than (A) pursuant to Section 11.2(a)(iii) or 11.8(a)(iii) or (B) in respect of Fraud, if the amount of indemnifiable Losses which may be recovered from Equillium at any given time exceeds (x) the amount of Aggregate Payments actually paid by Xxx to Equillium, less (y) the amount of any payments actually made by Equillium under Section 11.2(a)(i) or (ii), Section 10.1(b)(vthe Ono Indemnified Parties’ recourse in respect of such excess shall be limited to the Offset Right; (vi) or Section 11.2(anotwithstanding anything in Sections 11.8(a)(iii), 11.8(a)(iv) (and 11.8(a)(v) to the contrary, other thanthan in respect of Fraud, in each case the maximum aggregate amount of indemnifiable Losses for which Equillium shall be liable with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will 7.6 shall be an amount equal to the Capsum of the Upfront Payment and the Development Funding actually paid to Equillium; (vii) the maximum aggregate amount of indemnifiable Losses which may be recovered from Ono under Section 11.2(b)(ii) in respect of any breach of Section 3.7(b) 281923888 v10 shall be an amount equal to the Milestone Payment with respect to the Milestone Event that was not achieved as a result of such breach; and (viii) in no event shall, other than pursuant to Section 11.2(b)(iii), Ono be liable in the aggregate in excess of an amount equal to 100% of the Aggregate Payments. (b) If an Indemnifying Party has indemnified any Indemnified Party under this Article 11 for any Losses that are actually recovered by the Indemnified Party under any policies of insurance, then the Indemnified Party shall promptly reimburse the amount of such indemnification to the Indemnifying Party to the extent of such recovery under any policies of insurance (net of documented associated expenses and costs of recovery and any premium increases or retroactive premium adjustments, in each case to the extent arising out of, related to or resulting from the relevant Losses). For purposes of calculating the amount of Loss incurred by an Indemnified Party for purposes of this Agreement there shall be deducted an amount equal to the amount of any other indemnification payments, contribution payments, reimbursements or refunds that are received by such Indemnified Party or any of such Indemnified Party’s Affiliates in connection with such Losses or the circumstances giving rise thereto (net of documented associated expenses and costs of recovery and any premium increases or retroactive premium adjustments, in each case to the extent arising out of, related to or resulting from the relevant Losses). Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses, which in the absence of mitigation might give rise to or increase Losses in respect of any claim under this Article 11. In no event will multiple recovery for any Losses be allowed.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: any other provision hereof or any Applicable Law, except (i) Sellers will not be liable for any claim for in the event of fraud or willful misconduct, or (ii) with respect to indemnification claims pursuant to Section 10.1(a)(vSections 8.2(ii) or 8.3(ii), Section 10.1(b)(v) no Buyer Indemnitee or Section 11.2(a) unless and until Equityholder Indemnitee shall be entitled to indemnification to the extent that the aggregate amount of indemnifiable all Losses that may be recovered from Sellers in respect of an individual claim by all Buyer Indemnitees or series of related claims Equityholder Indemnitees, respectively, under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v)VIII, Section 10.1(b)(vexceeds fifteen percent (15%) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss“Indemnity Cap”). (b) Notwithstanding anything The amount of any Losses indemnifiable by either party pursuant to this Article VIII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to an Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the contrary contained amount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to more than one clause of Section 8.2 or 8.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same Loss more than once and all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such Indemnifiable Claim, which Losses shall be calculated net of any actual recovery of an Indemnitee, regardless of the number of Indemnitees that may have rights pursuant to such Indemnifiable Claim. (c) Except for Buyer’s obligation to pay the Purchase Price, notwithstanding anything in this Agreement: Agreement to the contrary, in no event shall (i) Purchaser will not be liable the total recovery of all Buyer Indemnitees for any claim for indemnification pursuant to Section 11.3(a) unless and until Losses incurred in connection with the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim transactions contemplated hereby exceed the Purchase Price, or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach the total recovery of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims all Equityholder Indemnitees for Losses that do not equal or incurred in connection with the transactions contemplated hereby exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapPurchase Price.

Limits on Indemnification. (a) Notwithstanding anything A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the contrary contained in this Agreement: party against whom it is made no later than sixty (i60) days after expiration of said period. The Purchaser agrees to give to the Sellers will not reasonable notice of any claim for which any of them would be liable for any claim for indemnification pursuant hereunder. Notwithstanding the foregoing, the Sellers shall only be liable to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate extent the cumulative amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of all such damages and liabilities (including reasonable related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (iiindemnification costs and expenses) Sellers will not for which Sellers, but for this sentence, would be liable for under this Agreement or any claim for indemnification certificate or instrument furnished to Purchaser or the Company pursuant to Section 10.1(a)(v)hereto, Section 10.1(b)(v) or Section 11.2(aexceed Twenty-Seven Thousand Five Hundred Dollars ($27,500) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (hereinafter the “Basket”); provided, however, that the Basket shall not apply to (i) whereupon the Purchaser Indemnified Party will be entitled any claim relating to indemnification for only such amount of Losses in excess any intentional misrepresentation by or on behalf of the Basket; and Sellers or the Company, (ii) any claim for any liability of the Company that is not reflected in the Company’s Final Financial Statements or any claim for any liability to be retained or paid by one or more of the Sellers pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (iii) any adjustment of the maximum amount of indemnifiable Losses that may be recovered from Sellers under Purchase Price pursuant to Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v)11 above, Section 10.1(b)(v(iv) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation any obligation or fraudcovenant of the Company or the Sellers hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing SPA Executed.doc hereunder, or (v) as any inaccuracy or incorrectness in any representation or warranty contained in Section 3.02, 3.03, or 3.30 hereof. Notwithstanding the case may beforegoing, will the maximum liability of the Sellers pursuant to Section 13 shall be an amount equal to $50,000 seventy-five percent (the “Cap”). Notwithstanding anything to the contrary herein, (i75%) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification as adjusted pursuant to Section 11.3(a2.02) unless and until paid by the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapPurchaser.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ia) the Sellers will shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v8.2(a), Section 10.1(b)(v8.2(f) or Section 11.2(a) and 8.2(j), unless and until the aggregate amount of indemnifiable Losses that which may be recovered from the Sellers in respect of an individual claim or series of related claims under any of the foregoing sections pursuant to Section 8.2(a), 8.2(f) and 8.2(j) equals or exceeds $5,000 the Basket, in which case the Sellers shall only be liable for the amount of such Losses which exceed the Basket, (b) the “Per Claim Minimum”maximum aggregate amount of indemnifiable Losses which may be recovered from the Sellers pursuant to Section 8.2(a); , 8.2(b), 8.2(c), 8.2(f), 8.2(h), 8.2(j) and 8.2(k) shall be an amount equal to the Escrow Amount, (c) the maximum aggregate liability of each Seller under this Article VIII (including for indemnifiable Losses described in (b) above) shall not exceed its Pro Rata Portion of an amount equal to (i) the Base Purchase Price, plus (ii) Sellers will the Final Additional Consideration, if any, (d) the Buyer shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v8.3(a), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under the foregoing sections Buyer pursuant to Section 8.3(a) equals or exceeds $20,000 (the “Basket”) whereupon , in which case the Purchaser Indemnified Party will Buyer shall only be entitled to indemnification liable for only such the amount of such Losses in excess of which exceed the Basket; Basket and (iiie) the maximum aggregate amount of indemnifiable Losses that which may be recovered from Sellers under the Buyer pursuant to Section 10.1 8.3(a) and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v8.3(b) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 the Escrow Amount; provided, however, that the foregoing clauses (the “Cap”a). Notwithstanding anything , (b), (d) and (e) shall not apply to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a untruth or breach of any representation or warranty made in Article V any Fundamental Representation, any representation or warranty under Section 3.11 or in respect the event of fraud, intentional misrepresentation or intentional breach; and provided, further, that the foregoing clause (c) shall not apply for the benefit of a Seller in the event of fraud, intentional misrepresentation or intentional breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossSeller. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything No claim may be asserted nor shall any Action be commenced against any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the contrary contained subject matter of such claim or Action, to the extent known by the Indemnified Party, on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Other than for claims relating to fraud, intentional misrepresentation or willful misconduct or for breaches of the Fundamental Representations (which shall not be subject to any limitations herein), the indemnification provided for in this Agreement: Agreement shall be subject to the following limitations: (i) Sellers will Seller shall not be liable for have any claim for indemnification pursuant obligation to indemnify any Buyer Indemnified Party under Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a9.02(a) unless and until the aggregate amount of indemnifiable all Losses that may of Buyer Indemnified Parties exceed $20,000, in which event Seller shall be recovered liable for the full amount of such Losses from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); first dollar; (ii) Sellers will The aggregate amount required to be paid by Seller under Section 9.02(a) shall not be liable exceed $1,145,000; and (iii) neither party hereto shall have any Liability under any provision of this Agreement or any Ancillary Agreement for any claim for indemnification pursuant (i) punitive damages or (ii) special, indirect, or consequential damages that are not reasonably foreseeable as of the date of this Agreement, Exhibit 2.1 except to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect the extent that such damages are paid by an Indemnified Party to a breach Third Party in a Third Party Claim. (c) For all purposes of a Fundamental Representation or fraud) unless and until this ARTICLE IX, Losses shall be reduced by the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser net proceeds such Indemnified Party will actually recovers from any third party or insurance provider resulting from making a claim thereunder less the costs of recovering such amounts, costs of investigation, any applicable deductibles and premiums. (d) No Buyer Indemnified Party shall be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case 9.02 for any Losses with respect to a breach Tax attributes of a Fundamental Representation Seller or fraud) as the case may be, will be an amount equal any Losses attributable to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder Post-Closing Tax Periods (other than for any claim for fraud) for an amount Losses arising in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final a Post-Closing occurs; and (iii) except with respect to Tax Period as a breach of any representation or warranty in Article V or in respect result of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth representations in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap3.20(o)).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not no amount shall be liable for any claim for indemnification payable by Apollo pursuant to Section 10.1(a)(v), Section 10.1(b)(v6.2(a)(i) or Section 11.2(a) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v)6.2(a)(i) exceeds $50,000, and then only for the amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the limitations set forth in this Section 10.1(b)(v6.3(a) or Section 11.2(a) (other than, in each case with respect shall not apply to a breach of a any Apollo Fundamental Representation Reps or fraudcovenant or obligation contained in (x) unless and this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Apollo; (b) no amount shall be payable by APC pursuant to Section 6.2(b)(i) until the aggregate amount of indemnifiable Losses (disregarding any all claims for Losses Damages that do not equal or exceed the Per Claim Minimumare indemnifiable pursuant to Section 6.2(b)(i) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (50,000, and then only for the “Basket”) whereupon amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters limitations set forth in this Section 10.1(a)(v), Section 10.1(b)(v6.3(b) or Section 11.2(a) (other than, in each case with respect shall not apply to a breach of a any APC Fundamental Representation Reps or fraudcovenant or obligation contained in (x) as this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by APC; (c) the case maximum aggregate amount of Damages for which indemnity may bebe recovered by the APC Indemnified Parties from Apollo, will other than pursuant to Section 6.2(a)(i) with respect to Apollo Fundamental Reps or Fraud committed by Apollo, shall be an amount equal to $50,000 the Purchase Price; (d) the “Cap”). Notwithstanding anything to maximum aggregate amount of Damages for which indemnity may be recovered by the contrary hereinApollo Indemnified Parties from APC, (i) Seller will not be liable hereunder (other than for any claim for fraudpursuant to Section 6.2(b)(i) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach APC Fundamental Reps or Fraud committed by APC, shall be an amount equal to the Purchase Price; (e) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (f) in determining the amount of indemnification due under Section 6.2, all payments shall be reduced by any representation Tax benefit recognized or warranty reasonably expected to be recognized by the Indemnified Party in Article V any Tax year in which or prior to which the Damages arise (or in respect any of a breach the three immediately succeeding Tax years), in each case on account of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss.underlying claim; (bg) Notwithstanding anything notwithstanding any provision to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the Closing, of a breach of a Fundamental Representation representation, warranty or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess covenant of the Basket; and (iii) Indemnifying Party upon which a claim for indemnification by the maximum amount of indemnifiable Losses that may be recovered Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from Purchaser or arising out of or resulting such claim; (h) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 6.2, the matters set forth in Section 11.3(a) (other thanIndemnifying Party shall be subrogated, in each case to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to a breach of a Fundamental Representation or fraud) as the case may besuch recovered Damages, will be an amount equal subject to the Capsubrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; and (i) For purposes of this Section 6, the representations and warranties contained in this Agreement shall be deemed to have been made without any qualifications as to materiality or Material Adverse Effect.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not , no Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 10.1(a)(v10.2(a)(i), Section 10.1(b)(v) 10.2(b)(i), or Section 11.2(a10.3(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims the Indemnifying Party under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v10.2(a)(i), Section 10.1(b)(v10.2(b)(i) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v10.3(a), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to equals or exceeds [***] Dollars ($50,000 [***]) (such amount, the “CapDeductible”). Notwithstanding anything to , after which the contrary herein, (i) Seller will not Indemnifying Party shall be liable hereunder (other than for any claim for fraud) for an the full amount of all Losses in excess of the Purchase Price Deductible recoverable under this Article X; provided, however, that the foregoing limitation set forth in this Section 10.4(a) shall not apply to (i) breaches of, or inaccuracies in, the Fundamental Representations or (ii) no Sellers will have Losses attributable to Fraud. With respect to any claim as to which the Indemnified Party may be entitled to indemnification obligation hereunder unless and until under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a), as the Final Closing occurscase may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] Dollars ($[***]) (the “De Minimis Amount”); and provided, however, that the foregoing limitation set forth in this Section 10.4(a) shall not apply to (i) breaches of, or inaccuracies in, the Fundamental Representations, (ii) breaches of Sellers’ obligations pursuant to Section 6.17 or (iii) except with respect Losses attributable to a breach Fraud. Any Loss or series of any representation related Losses that exceeds the De Minimis Amount shall be counted toward the Deductible. No Loss or warranty in Article V or in respect series of a breach of any covenant or agreement by related Losses that does not exceed the Sellers, Sellers indemnification obligations under Section 11.2 De Minimis Amount will be limited to such Initial Sellers Losscounted toward the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not , no Indemnifying Party shall be liable for any claim for indemnification pursuant under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 11.3(a10.2(b)(i), Section 10.2(b)(ii) unless and until (solely with respect to Pre-Closing Covenants) or Section 10.3(a) to the extent that the aggregate amount of indemnifiable all such Losses paid or payable to the Buyer Indemnified Parties (with respect to claims under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i) or Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants)) or the Seller Indemnified Parties (with respect to claims under Section 10.3(a)) *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. exceeds an amount equal to [***] Dollars ($[***]); provided, however, that may be recovered from Purchaser the foregoing limitation set forth in respect of an individual claim this Section 10.4(b) shall not apply to (i) breaches of, or series of related claims equals inaccuracies in, the Fundamental Representations or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant Losses attributable to Section 11.3(aFraud. (c) (other thanNotwithstanding anything to the contrary contained in this Agreement, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims except for Losses that do not equal or exceed attributable to Fraud (i) Sellers’ maximum liability to the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Buyer Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be under this Article X shall not exceed an amount equal to the CapBase Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder, (ii) each Seller’s maximum liability to the Buyer Indemnified Parties under this Article X shall not exceed an amount equal to such Seller’s Pro Rata Percentage of the sum of the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement and (iii) Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall not exceed an amount equal to the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement; provided, however, that Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall be equal to the Base Purchase Price plus the maximum amount of the Earn-Out Payments only in the event Buyer is obligated to indemnify Seller pursuant to Section 10.3(b) in connection with a breach or violation of Section 2.8.

Limits on Indemnification. (a) Notwithstanding anything contained in the Transaction Documents to the contrary contained contrary, neither the Stockholders nor the Company shall be obligated to indemnify, defend or hold harmless any Parent Indemnified Party with respect to any Losses from any Claim or Claims under Section 9.2(a)(i) except to the extent that the aggregate Losses from all Claims exceed $100,000 (the “Basket Amount”) in this Agreementwhich case the Parent Indemnified Party shall be entitled to be indemnified against the full amount of such Losses (and not merely the portion of such Losses exceeding $100,000); provided, however, that the Basket Amount shall not apply to any breach of the following representations and warranties: Section 4.1 (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(vAuthority; Authorization; Enforceability), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 4.7 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(vCapitalization), Section 10.1(b)(v) or Section 11.2(a) 4.13 (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(vIntellectual Property), Section 10.1(b)(v) or 4.15 (Taxes), Section 11.2(a) 4.19 (other thanEmployee Benefits; ERISA), in each case with respect to a breach Section 4.28 (Internal Controls), and Section 4.29 (Propriety of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”Past Payments). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess None of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters limitations set forth in Section 11.3(a9.1 or this Section 9.4 shall apply in the case of indemnification for Pre-Closing Taxes or any Losses or other indemnification matter based upon, arising out of, or relating to willful or intentional misrepresentations, fraud or criminal matters. (c) (other thanExcept as provided in Section 9.4(b), in each case no event shall (i) the total indemnity obligation of all of the Stockholders exceed the Merger Consideration or (ii) the individual indemnity obligation of any particular Stockholder exceed the portion of the Merger Consideration payable to such Stockholder. (d) The amount of any Losses for which indemnification is provided under this Article 9 shall be (i) net of any amounts actually recovered by the Claiming Party under any insurance policy with respect to a breach such Losses and (ii) net of a Fundamental Representation any amounts actually recovered from any third person (by contribution, indemnification or fraudotherwise) as the case may be, will be an amount equal with respect to the Capsuch Losses.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not no amount shall be liable for any claim for indemnification payable by Seller pursuant to Section 10.1(a)(v), Section 10.1(b)(v9.2(a)(i) or Section 11.2(a) unless and until the aggregate amount of all claims for Damages brought by the Buyer Indemnified Parties that are indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or pursuant to such Section exceeds $5,000 750,000 (the “Per Claim MinimumDeductible Amount”), and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (iiOwnership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) Sellers will and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (b) no amount shall be liable for any claim for indemnification payable by Buyer pursuant to Section 10.1(a)(v), Section 10.1(b)(v9.2(b)(i) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any all claims for Losses Damages brought by the Seller Indemnified Parties that do not equal or are indemnifiable pursuant to such Section exceeds the Deductible Amount and then only for the amount by which such Damages exceed the Per Claim Minimum) that may be recovered from Sellers under Deductible Amount; provided, that, the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Deductible Amount shall not apply to indemnification claims for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI Damages arising out of or of, resulting from the matters or incident to breaches by Buyer of its representations and warranties set forth in Section 10.1(a)(v4.1 (Organization and Good Standing), Section 10.1(b)(v4.2 (Authority and Enforceability) or and Section 11.2(a4.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller (other than, in each case with respect i) pursuant to a breach of a Fundamental Representation or fraudSection 9.2(a)(i) as the case may be, will shall be an amount equal to Five Million Dollars ($50,000 (the “Cap”5,000,000). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price and (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a9.3(a)(i) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii9.3(a)(ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the CapFixed Payment; provided, that, the indemnity cap set forth in clause (i) shall not apply to Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (and shall not be subject to such indemnity cap); (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Buyer (i) pursuant to Section 9.2(b)(i) shall be an amount equal to Five Million Dollars ($5,000,000), and (ii) pursuant to Section 9.3(b) shall be an amount equal to the Fixed Payment; (e) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in (i) the Financial Statements that are specifically identified with respect thereto, or (ii) the Closing Date Balance Sheet and taken into account in determining the Buyer Note Amount; (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any net cash proceeds of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under this ARTICLE IX, all payments shall be reduced by any Tax benefit recognized by the Indemnified Party on account of the underlying claim. A Tax benefit will be considered to be recognized by the Indemnified Party for purposes of this Section 9.4(h) in the Tax Period in which the indemnity payment occurs; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Damages subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (a) Notwithstanding anything less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of BSG Parent and the Stockholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or Article VI hereof (the ------------ --- --- --- --- ---- ---------- indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI which have a ---------- specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on March 31, 2001 following the contrary contained in Closing Date ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Stockholders and BSG Parent shall not be obligated to pay any amounts for indemnification under this Agreement: (i) Sellers will not Article VIII until the aggregate indemnification obligation sought by ------------ Xxxxxx Holdings hereunder exceeds $500,000, whereupon Stockholders and BSG Parent shall be liable for any claim all amounts for which indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses sought in excess of the Basket; and (iii) first $200,000 in claims. Notwithstanding the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other thanforegoing, in each case with respect no event shall the aggregate liability of Stockholders and BSG Parent to a Xxxxxx Holdings for breach of a Fundamental Representation or fraud) as representations and warranties exceed the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess sum of the Purchase Price (ii) no Sellers will have and the Redemption Price, as adjusted pursuant to the terms hereof; provided, however, that such limitation shall not include and shall not limit any indemnification obligation hereunder unless claims for the breaching of the representations and until warranties of the Final Closing occurs; Stockholders and (iii) except BSG Parent under Sections 3.1, 3.2, 3.3, 3.4, and 3.6. However ------------ --- --- --- --- nothing in this Article VIII shall limit Xxxxxx Holdings or Stockholders in ------------ exercising or securing any remedies provided by applicable statutory or common law with respect to a breach the fraudulent conduct of any representation Stockholders, BSG Parent or warranty Xxxxxx Holdings in Article V connection with this Agreement or in respect the amount of a breach of any covenant damages that it can recover from the other in the event that Xxxxxx Holdings or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained Stockholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters . Other than as set forth in the preceding sentence, the indemnification provided for in this Section 11.3(a) (other than, in each case VIII is intended to ------------ be the exclusive monetary remedy of Xxxxxx Holdings or Stockholders with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal regard to the Captransactions contemplated by this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under asserted nor may any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not action be liable commenced for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V contained herein unless written notice of such claim or in respect of a breach of any covenant or agreement action is received by the SellersIndemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.01, Sellers indemnification obligations under Section 11.2 will be limited to irrespective of whether the subject matter of such Initial Sellers Lossclaim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Purchaser will Seller shall not be liable for any claim for indemnification pursuant to Section 11.3(a9.05(a) arising out of any breach of a Designated Representation, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims Seller equals or exceeds the Per Claim Minimum; $500,000, after which Seller shall be liable only for those Losses in excess of $500,000; (ii) Purchaser will not be liable for no Losses forming the basis of any claim for indemnification pursuant to Section 11.3(a9.05(a) (other than, in each case with respect to a and arising out of claims for breach of a Fundamental any Designated Representation may be claimed by any Indemnified Party or fraud) unless and until shall be reimbursable by or shall be included in calculating the aggregate amount of indemnifiable Losses set forth in clause (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumi) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the Basket; and same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser Seller arising out of or resulting from the matters causes set forth in Section 11.3(a9.05 plus Losses indemnifiable under Section 9.11(a) shall: (1) in the aggregate never exceed the Purchase Price; and (2) be limited to 10% of the Purchase Price in the case of a breach of any Designated Representations; (iv) no party hereto shall have any liability under any provision of this Agreement or otherwise for any punitive, incidental, consequential, exemplary, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity; (v) no breach by Seller of any representation or warranty contained in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder (other thanthan Section 7.01), in each case and neither Purchaser nor any Affiliate of Purchaser shall have any claim or recourse against Seller or its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to a such breach if Purchaser or any Affiliate of a Fundamental Representation or fraud) as the case may bePurchaser had, will be an amount equal prior to the CapClosing, actual knowledge of such breach, it being acknowledged that Purchaser or its relevant Affiliates have actual knowledge of the Electroandes Information as of September 7, 2007; and (vi) any limitations imposed hereunder on the indemnifiable Losses of any party shall be of no force and effect to the extent such Losses have been determined by a final, non-appealable Governmental or Regulatory Rule issued by a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of the Indemnifying Party. (c) For all purposes of this Article IX, “Losses” shall be net of:

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , (i) Sellers will no Losses may be claimed under or shall be reimbursable under Section 9.03(c) and the Seller shall not be liable for any claim for indemnification Losses pursuant to Section 10.1(a)(v)9.03(c) unless such Losses are in excess of $50,000 resulting from any single claim or series of related claims arising out of the same facts, events or circumstances, (ii) the Seller shall not be liable for any Losses pursuant to Section 10.1(b)(v9.03(d) or Section 11.2(a) 9.03(e), unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers the Seller pursuant to Section 9.03(d) and Section 9.03(e), in respect the aggregate, exceeds $1,500,000, whereupon the Purchaser shall be entitled to indemnification for the amount of an individual such Losses in excess of such amount; (iii) no Losses may be claimed under Section 9.03(d) or Section 9.03(e) or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (ii) above other than Losses in excess of $50,000 resulting from any single claim or series of related claims under any arising out of the foregoing sections equals same facts, events or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basketcircumstances; and (iiiiv) the maximum aggregate amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI by the Purchaser Indemnified Parties arising out of of, or resulting from from, the matters causes set forth in Section 10.1(a)(v9.03(d) and Section 9.03(e), Section 10.1(b)(v) or Section 11.2(a) (other thanin the aggregate, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss32,750,000. (b) Notwithstanding anything to the contrary contained in this Agreement: (i, no Losses may be claimed under or shall be reimbursable under Section 9.04(c) and the Purchaser will shall not be liable for any claim for indemnification Losses pursuant to Section 11.3(a9.04(c) unless and until the aggregate amount such Losses are in excess of indemnifiable Losses that may be recovered $50,000 resulting from Purchaser in respect of an individual any single claim or series of related claims equals arising out of the same facts, events or exceeds circumstances. (c) Notwithstanding anything to the Per Claim Minimum; contrary contained in this Agreement, after the Closing, none of the Parties and none of their respective Affiliates shall have any liability under any provision of this Agreement for (i) any incidental, consequential or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to any indemnifiable Loss under Section 9.03, Section 9.04 or otherwise, regardless of whether such damages were foreseeable (except (A) to the extent necessary to reimburse an Indemnified Party hereunder for any such damages awarded to a third party in connection with a Third Party Claim, or (B) with respect to any indemnifiable Loss under Section 9.03(a) that results from a breach by the Seller of Section 5.17 or Section 5.18 hereof, if such damages are the natural, probable and reasonably foreseeable result of such breach of Section 5.17 or Section 5.18), or (ii) Purchaser will not be liable any special or punitive damages (except to the extent necessary to reimburse an Indemnified Party hereunder for any claim such damages awarded to a third party in connection with a Third Party Claim). (d) To the extent the Purchaser Indemnified Parties suffer a Loss that is both (x) recoverable under the R&W Insurance Policy and (y) according to the relevant Purchaser Indemnified Party’s determination, subject to indemnification under Section 9.03 by the Seller (a “Recoverable Loss”), then the Seller may request from the Purchaser that the Purchaser shall, and if the Seller so requests the Purchaser shall be obligated to, first seek to recover the Recoverable Loss under the R&W Insurance Policy prior to recovering from the Seller with respect to such Recoverable Loss under Section 9.03; provided that, if (A) the Seller requests that the Purchaser shall first seek to recover the Recoverable Loss under the R&W Insurance Policy, and (B) the amount of the applicable Recoverable Loss exceeds the coverage available for indemnification such Recoverable Loss pursuant to the R&W Insurance Policy, then (I) the Purchaser shall seek to recover the coverage that is available under the R&W Insurance Policy with respect to the Recoverable Loss and (II) the Purchaser may, in its discretion, simultaneously seek to recover from the Seller with respect to such Recoverable Loss under Section 9.03. If the Seller requests that the Purchaser shall first seek to recover the Recoverable Loss under the R&W Insurance Policy pursuant to the prior sentence, then, notwithstanding anything herein to the contrary, (i) the Seller shall have no right to assume or control the negotiation and defense of such Recoverable Loss or the underlying Third Party Claim (if any) and (ii) the reasonable and documented out-of-pocket costs and expenses of the Purchaser Indemnified Parties in pursuing such Recoverable Loss under the R&W Insurance Policy shall also be deemed an indemnifiable Loss of the Purchaser Indemnified Parties pursuant to Section 11.3(a) (other than, in each case 9.03 to the extent the claim for such Recoverable Loss under the R&W Insurance Policy is denied and the Purchaser Indemnified Parties are awarded indemnification from the Seller pursuant to Section 9.03 with respect to such Recoverable Loss. The amount of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated net of any insurance proceeds actually received by the Indemnified Parties on account of such Loss (net of any deductible or other costs or expenses of recovery, including any increase in premiums or retro-premiums). In the event that an insurance recovery is made by any Indemnified Parties with respect to any Loss for which any such Person has been indemnified hereunder, then a breach of a Fundamental Representation or fraud) unless and until refund equal to the aggregate amount of indemnifiable Losses the recovery actually received by such Indemnified Party shall be made promptly to the Indemnifying Party. (disregarding any claims for Losses that do not equal or exceed e) The parties agree to comply with the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters obligations set forth in Section 11.3(a9.05(e) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapDisclosure Schedule.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not be liable for any claim for No indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may this ARTICLE IV shall be recovered from Sellers made (other than indemnification in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v4.01(a)(iii) and Section 4.01(a)(iv), ) unless the aggregate amount of Indemnified Losses incurred by the Indemnified Parties hereunder (excluding such Indemnified Losses incurred in respect of the matters set forth in Section 10.1(b)(v4.01(a)(iii) or and Section 11.2(a4.01(a)(iv)) exceeds Two Hundred Thousand United States Dollars (US $200,000) (other thanthe “Threshold Amount”); provided, however, that if the aggregate amount of all Indemnified Losses exceeds the Threshold Amount, then, subject to Section 4.08, the entire amount of all Indemnified Losses shall be recoverable by the Indemnified Parties. (b) No Indemnified Party may make a claim for indemnification under Section 4.02 for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the applicable survival period set forth in each case Section 2.26 or, with respect to any Claims made pursuant to Section 4.01(a)(iii) after January 31, 2013; provided that any claim arising in connection with any Claim Notice delivered on or prior to the expiration of the applicable survival period shall survive for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period until such claim is finally resolved. (c) The amount of any indemnification payable under this ARTICLE IV with respect to any Loss shall be reduced by the net amount of any insurance proceeds, indemnity payments, contributions or similar payment actually received by any Indemnified Party with respect to such Loss (calculated net of any expense incurred in collecting such amount and the net present value of any increase in applicable insurance premiums incurred as a result of the claim that resulted in such recovery). To the extent any Indemnified Party receives (i) any such amount from insurers or other third parties, such insurers or other third parties may, notwithstanding the prior sentence, be subrogated to the rights of the Indemnified Party hereunder and (ii) any such amount from insurers or other third parties after the Indemnified Parties have been indemnified for the applicable Loss, such Indemnified Party shall repay to the Rights Holders and Closing Cash Bonus Participants promptly any amount that the Indemnifying Party would not have had to pay pursuant to this Section 4.02 had the Indemnified Parties received such amount prior to being indemnified hereunder. (d) The Indemnified Parties shall not be entitled to indemnification for any Losses resulting from, arising out of or related to the IP Transfer, unless such Losses would nonetheless have been incurred had the Merger occurred without the prior occurrence of the IP Transfer. (e) Each Loss for which any Indemnified Party is entitled to indemnification under this ARTICLE IV shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of a Fundamental Representation more than one representation, warranty, covenant or fraudagreement and in giving rise to indemnification under Section 4.01. (f) as No Indemnified Party shall be entitled to indemnification under this ARTICLE IV for any Losses (and the case may be, will amount of any Losses incurred shall not be an amount equal included in the calculation of any limitations on indemnification set forth herein) to $50,000 the extent such Losses were previously reflected in the calculation of Indebtedness and/or Expenses. (the “Cap”). g) Notwithstanding anything to the contrary herein, (i) Seller will the rights and remedies of the Indemnified Parties after the Closing shall not be liable hereunder (other than for limited by the fact that any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach Indemnified Party had knowledge of any representation breach, event or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything circumstance prior to the contrary contained in this Agreement: (i) Purchaser will not be liable for Closing or waived any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal condition to the CapClosing related thereto.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not be liable for any No Indemnified Party may make a claim for indemnification pursuant under Section 7.02(a) for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the expiration of the Expiration Date. (b) Except with respect to Stockholder Excluded Claims and breaches of the representations and warranties provided for in the first sentence of Section 10.1(a)(v3.01 (Organization), Section 10.1(b)(v3.02 (Capitalization), Section 3.03 (Authority) and Section 3.22 (Brokers) (collectively, the “Company Fundamental Representations”), no Indemnifying Party shall be liable to an Indemnified Party for indemnification for representations or warranties under Section 11.2(a7.02(a) unless and until the aggregate amount of indemnifiable all indemnification obligations for Losses that may be recovered from Sellers in respect of an individual claim for such representations or series of related claims warranties under any of the foregoing sections equals or Section 7.02(a) exceeds $5,000 6,000,000 (the “Per Claim MinimumDeductible”); (ii) Sellers will not , in which event the Indemnifying Parties shall be required to pay or be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of all Losses in excess of the Basket; and Deductible. (iiic) the maximum The aggregate amount of indemnifiable all Losses that may for which the Indemnifying Parties shall be recovered from Sellers under liable pursuant to Section 10.1 7.02(a) (other than with respect to Fraud and this Article XI arising out breaches of or resulting the Company Fundamental Representations), shall not exceed $6,000,000, which shall be distributed solely from the matters set forth in Escrow Amount. The aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 10.1(a)(v7.02(a) (other than with respect to Fraud), Section 10.1(b)(v7.02(d), Section 7.02(e) and Section 7.02(f), shall not exceed the Escrow Amount, which shall be distributed solely from the Escrow Amount. Except for claims against an Indemnifying Party arising from such Indemnifying Party’s own Fraud or pursuant to Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”7.02(g). Notwithstanding anything to the contrary herein, (i) Seller will not the aggregate amount of all Losses for which the Indemnifying Parties shall be liable hereunder for claims arising from Fraud, pursuant to Section 7.02(b) or Section 7.02(c) shall not exceed the Merger Consideration, and (ii) subject to the provisos in each of Section 7.02(a), Section 7.02(b) and Section 7.02(c), no Indemnifying Party shall be liable for more than such Indemnifying Party’s Pro Rata Share of any such Losses. (d) For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be reduced by: (i) the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or any Affiliate of any such party, in respect of such Losses net of any related deductible amounts and (ii) the amount of any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any other Person with respect to such Losses. No Indemnified Person shall have any obligation to seek, obtain or pursue any insurance, indemnification, contribution or other payment referred to in this Section 7.05(d) (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to the R&W Policy, but only to the extent coverage is available under the R&W Policy, after giving effect to any exclusion, retention, deductible coverage limitation or other term or condition of the R&W Policy, and no claim for coverage under the R&W Policy has been denied). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or exemplary damages; except that any Indemnifying Party shall be liable for any such damages that become payable by any Indemnified Party to any third party. (f) Any inaccuracy in or breach of any representation or warranty, as well as the amount of Losses arising from a breach of any representation and warranty, shall be determined without regard to any materiality, Material Adverse Effect or warranty other similar qualification contained in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited otherwise applicable to such Initial Sellers Lossrepresentation or warranty. (bg) Notwithstanding anything to the contrary contained in this Agreement: Article VII, in no event shall an Indemnified Party be entitled to duplicative recovery of the same extent of its Losses (or the same portion thereof) under both (i) Purchaser will not be liable for any claim for indemnification Section 7.02(a) and (ii) Section 7.02(b) through Section 7.02(g) or under both (x) this Article VII and (y) Section 2.10 (to the extent such Losses are actually reflected as liabilities in the Closing Indebtedness, Closing Net Working Capital or unpaid Transaction Expenses, as finally determined pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap2.10).

Limits on Indemnification. The obligations of the Indemnifying Parties under this Section 7 are subject to the following provisions: (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to under Section 10.1(a)(v), Section 10.1(b)(v7.2(i) and 7.3(i) (other than claims arising out of or Section 11.2(abased upon the breach of a Fundamental Representation) may be made by the Indemnified Parties unless and or until the aggregate amount of for all such claims for which indemnity is ultimately determined or agreed to be indemnifiable Losses that may be recovered from Sellers in respect of an individual claim hereunder by Seller Indemnifying Parties or series of related claims under any of the foregoing sections equals or Purchaser Indemnifying Parties, respectively, exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 500,000 (the “Basket”), after which point the applicable Indemnifying Party will be obligated to indemnify the applicable Indemnified Parties for all Losses (including the amount of the Basket). (b) whereupon No claim for indemnification under Section 7.2(i) and 7.3(i) (other than claims arising out of or based upon the breach of a Fundamental Representation) made by the Indemnified Parties will be payable by the applicable Indemnifying Party to the Indemnified Parties in excess of an aggregate amount equal to $2,500,000 (the “General Cap”). (c) In no event shall either Purchaser or Seller be obligated to provide indemnification under this Agreement, any Transaction Documents or in connection with the transactions contemplated hereby or thereby in excess of the aggregate value of the Aggregate Consideration actually issued under the terms of this Agreement (the “Purchase Price Cap”). For all purposes under this Agreement, the value of one Unit shall be equal to the Fair Market Value, as may be adjusted for stock splits, reverse stock splits or similar occurrences. (d) When determining the maximum amount an Indemnified Party will may recover under this Section 7 in respect of any Losses, including without limitation the limits on recovery imposed by the Basket, the General Cap and the Purchase Price Cap, all prior amounts claimed or recovered against an Indemnifying Party under this Section 7 shall be cumulative with all other recoveries made hereunder, and credited against such limitations. (e) All Losses for which any Indemnified Party would otherwise be entitled to indemnification for only such under this Section 7 shall be reduced by the amount of insurance proceeds, indemnification payments and other third-party recoveries that any Indemnified Party is paid or otherwise received in respect of any Losses incurred by such Indemnified Party; provided that no such Indemnified Party shall be required to seek or obtain such recovery. For the avoidance of doubt, in no event shall the Indemnified Parties be entitled to any recovery with respect to any particular incident, fact or event which resulted in indemnifiable Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable such Losses (regardless of whether a claim for such Losses can be brought under multiple subsections of Section 7); to the extent an Indemnified Party received an indemnity payment hereunder and receives any payment or amounts contemplated by the preceding sentence such that the aggregate amount of such proceeds excess the aggregate amount of Losses so incurred, the Indemnified Parties shall remit to the Indemnifying Parties the lesser of the amount of such excess and the amounts paid by the Indemnifying Parties hereunder. (f) The Indemnified Parties shall use their commercially reasonable efforts to mitigate all Losses after becoming aware of any event which may give rise to any Losses in respect of which the Indemnified Party may be recovered from Sellers entitled to indemnification pursuant to this Section 7. (g) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 10.1 7 all of the representations and warranties set forth in this Article XI Agreement, any other Transaction Document or any certificate or schedule executed or delivered in connection herewith or therewith that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for purposes of determining the amount of Losses resulting from, arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect relating to a any breach of a Fundamental Representation such representation or fraud) as warranty (but not, for the case may beavoidance of doubt, will be an amount equal to $50,000 (for the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for purposes of determining whether any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a such breach of any such representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Losshas occurred). (bh) Notwithstanding anything The Indemnified Parties’ rights to the contrary indemnification contained in this Section 7 are part of the basis of the bargain contemplated by this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless ; and until the aggregate amount representations, warranties, covenants and obligations of indemnifiable Losses the Indemnifying Parties, and the rights and remedies that may be recovered from Purchaser in exercised by the Indemnified Parties with respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will thereto, shall not be liable for waived, limited, qualified, or otherwise affected by or as a result of any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach knowledge on the part of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; Indemnified Parties, regardless of whether it was obtained (or it should have been obtained) through any due diligence review, audit or other investigation by any Indemnified Party or through disclosure by Seller, and (iii) regardless of whether such knowledge was obtained before or after the maximum amount execution and delivery of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capthis Agreement.

Limits on Indemnification. (a) Notwithstanding anything No claim may be asserted against any Person for Proportionate Damages, unless written notice of such claim is given pursuant to Section 9.7 to the contrary Principal Company Stockholder or the relevant Other Holder, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 2.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding any provision contained in this AgreementAgreement to the contrary: (i) Sellers will not neither the Principal Company Stockholder nor any of the Other Holders (collectively, the “Stockholders”) shall be liable to any Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Proportionate Damages equals or exceeds $5,000 (3,000,000, in which case the “Per Claim Minimum”)Stockholders shall be liable only for the Proportionate Damages in excess of such amount; (ii) Sellers will not the maximum aggregate amount of indemnifiable Proportionate Damages which may be liable recovered by the Indemnified Parties shall be an amount equal to 20% of the result of (x) the Applicable Percentage multiplied by (y) the result of $25.21 multiplied by the Fully Diluted Shares; (iii) no Proportionate Damages may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Proportionate Damages set forth in clause (i) above other than Proportionate Damages in excess of $10,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) no party hereto shall have any liability under any provision of this Agreement for any claim for indemnification pursuant punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to Section 10.1(a)(v)the breach or alleged breach of this Agreement; (v) the liability of each Other Holder with respect to any Proportionate Damages hereunder shall be limited to such Other Holder’s Pro Rata Portion of such Proportionate Damages. The “Pro Rata Portion” of Proportionate Damages attributable to each Other Holder shall be determined by a fraction, Section 10.1(b)(vthe numerator of which is the aggregate number of shares of Company Common Stock and Option Shares subject to Vested Company Options held by such Other Holder immediately prior to the Effective Time, and the denominator of which is the sum of (x) or Section 11.2(athe number of shares of Company Common Stock and Option Shares subject to Vested Stock Options held by all Other Holders plus (y) (other thanthe number of shares of Class B Common Stock held by the Principal Company Stockholder, in each case immediately prior to the Effective Time. (c) For all purposes of this Article VII, “Proportionate Damages” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Subsidiaries in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Proportionate Damages (including, without limitation, the net present value (using the Indemnified Party’s average cost of borrowing for the year in which such Proportionate Damages are first accrued, incurred or paid) of any Tax benefit arising in subsequent taxable years). (d) The Indemnified Parties and the Principal Company Stockholder shall cooperate with each other with respect to a breach of a Fundamental Representation resolving any claim or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case liability with respect to a breach which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to resolve any such claim or liability. In the event that any of a Fundamental Representation Indemnified Parties and the Principal Company Stockholder shall fail to make such commercially reasonably efforts to resolve any claim or fraud) liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if the Indemnified Parties and the Principal Company Stockholder, as the case may be, will be an amount equal to $50,000 had made such efforts. (the “Cap”). e) Notwithstanding anything any provision contained in this Agreement to the contrary hereincontrary, (i) Seller will the Principal Company Stockholder shall not be liable hereunder (other than for required to make any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any payment as indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellersit has received, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything pursuant to the contrary contained in this Redemption Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount at least equal to the Capamount of any such payment.

Limits on Indemnification. (a) No claim may be asserted against Seller or Buyer for breach of any representation, warranty or covenant contained herein, or for indemnification pursuant to Sections 9.1 or 9.2, unless written notice of such claim pursuant to Section 9.3 is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation or warranty or right to indemnification on which such claim is based ceases to survive as set forth in Section 9.4, and any claim brought after such date shall be barred. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Seller’s Fundamental Representations, the Buyer’s Fundamental Representations or any of the representations or warranties set forth in Sections 4.8 (Taxes) or 4.18(b)(ii), (b)(v), (d), (h) and (i) (Employee Benefits and Plans), the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller or VION by Buyer (including any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in Section 9.1(a), or from Buyer by Seller (including any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in Section 9.2(a), shall be twenty-five million dollars ($25,000,000) (the “Cap”); (ii) other than with respect to claims for indemnification based on, with respect to, or by reason of any inaccuracy or breach of any of the Seller’s Fundamental Representations, the Buyer’s Fundamental Representations or any of the representations or warranties set forth in Sections 4.8 (Taxes) or 4.18(b)(ii), (b)(v), (d), (h) and (i) (Employee Benefits and Plans), Seller or VION shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in Section 9.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any 77 representation or warranty described in Section 9.2(a), for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or such party exceeds two million dollars ($5,000 2,000,000) (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case such party shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketBasket Amount; (iii) other than with respect to claims for indemnification based on, with respect to, or by reason of any inaccuracy or breach of any (A) of the Seller’s Fundamental Representations, the Buyer’s Fundamental Representations or any of the representations or warranties set forth in Sections 4.8 (Taxes) or 4.18(b)(ii), (b)(v), (d), (h) and (i) (Employee Benefits and Plans) or (B) representation or warranty qualified by, or within which an exception therein relates to, materiality, “Material Adverse Effect” or any similar materiality qualification or standard, no Losses may be claimed by a party or shall be reimbursable by the other party or shall be included in calculating the aggregate Losses for purposes of clause (ii) of this Section 9.5 other than Losses in excess of twenty-five thousand dollars ($25,000) (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and (iv) notwithstanding the foregoing, the limitations contained in subsections (i), (ii) and (iii) the maximum amount of indemnifiable this Section 9.5(b) shall not apply to any Losses that may be recovered incurred in connection with or arising from Sellers under Section 10.1 and this Article XI arising out of any inaccuracy contained in, omission from or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may beSection 2.3, will which Losses shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount treated solely in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except accordance with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss2.3. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will the Seller Parties shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v8.2(a), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller and Parent pursuant to Section 8.2(a) equals or exceeds $5,000 [***] (the “Per Claim MinimumBasket Amount”), in which case the Seller Parties shall be jointly and severally liable for the aggregate amount of all Losses in excess of the Basket Amount; provided, that the limit provided for in this clause (a) shall not apply to Losses resulting from, arising out of or relating to the inaccuracy or breach of any Fundamental Representation or of Section 3.16 relating to Taxes, or any representation or warranty in the event of fraud, willful misconduct or intentional misrepresentation; (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller Parties resulting from, arising out of or relating to the causes set forth in Section 8.2(a) shall be an amount equal to $[***] (the “Cap”); provided, that the limit provided for in this clause (iib) Sellers will shall not be liable for any claim for indemnification pursuant apply to Section 10.1(a)(v)Losses resulting from, Section 10.1(b)(v) arising out of or Section 11.2(a) (other than, in each case with respect relating to a the inaccuracy or breach of a any Fundamental Representation or of Section 3.16 relating to Taxes, or any representation or warranty in the event of fraud, willful misconduct or intentional misrepresentation; (c) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under the foregoing sections equals Seller Parties pursuant to Section 8.2, or exceeds $20,000 the Buyer Parties pursuant to Section 8.3, shall not exceed the Total Consideration; provided, that the limit provided or in this clause (the “Basket”d) whereupon the Purchaser Indemnified Party will be entitled shall not apply to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI resulting from, arising out of or resulting from the matters set forth in relating to fraud, willful misconduct or intentional misrepresentation; and (d) payments by an Indemnifying Party pursuant to Section 10.1(a)(v), Section 10.1(b)(v) 8.2 or Section 11.2(a) 8.3 in respect of any Losses shall be reduced by the amount of any cash proceeds actually received by any Indemnified Party in respect of such Losses under any applicable insurance policies or other applicable indemnity or contribution arrangement (other thaneach, an “Alternative Recovery”), in each case with respect to a breach net of a Fundamental Representation or fraud) as all costs and expenses incurred by the case may beIndemnified Party in obtaining such recovery, will be including any premium increases, deductibles, Tax costs and expenses, and costs of enforcement; provided, however, that an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will Indemnified Party shall not be liable hereunder (other than for required to seek or 69 exhaust any such Alternative Recovery before making a claim for fraud) for indemnification against an amount in excess of the Purchase Price (ii) no Sellers will have Indemnifying Party hereunder. If an Indemnified Party receives any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of cash proceeds from any representation or warranty in Article V or Alternative Recovery in respect of a breach of any covenant Losses for which an Indemnifying Party has previously reimbursed or agreement by paid such Indemnified Party, then the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything Indemnified Party shall pay over to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other thanIndemnifying Party, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess within thirty days of the Basket; and (iii) the maximum amount receipt of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other thansuch proceeds, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Caplesser of (i) the full amount of cash proceeds received by the Indemnified Party in respect of such Losses from such Alternative Recovery or (ii) the full amount previously paid or reimbursed to the Indemnified Party by the Indemnifying Party in respect of such Losses (taking into account all amounts by which such Loss was previously reduced, and all amounts previously paid over to the Indemnifying Party in respect of such Loss, in each case pursuant to this Section 8.5(d)).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under asserted nor may any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not Action be liable commenced against either party hereto for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in Article V reasonable detail the facts and circumstances (to the extent then known) with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in respect Section 9.01, irrespective of a breach whether the subject matter of any covenant such claim or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to action shall have occurred before or after such Initial Sellers Lossdate. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 11.3(a) 9.02, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds $20,000,000 (the Per Claim Minimum; (ii) Purchaser will not “Deductible”), after which the Indemnifying Party shall be liable only for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of those Losses in excess of the BasketDeductible in the aggregate; and (iiiii) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 11.3(a) (other than9.02(i), in each case with respect to a breach of a Fundamental Representation or fraud) as the case may beapplicable, will shall be an amount equal to $200,000,000 (the “Cap”); provided, however, that the (x) Deductible and the Cap shall not apply with respect to (A) any Excluded Liabilities, (B) any breach of a Fundamental Representation, (C) the indemnification obligations pursuant to Section 9.02(ii) or Section 9.02(iv), or (D) fraud in connection with the transactions contemplated hereby and (y) the Cap shall not apply with respect to any breach of a representation or warranty included in Section 3.13. Neither party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential (subject to the proviso below), special or indirect damages (other than any such damages actually awarded in connection with any Third Party Claims) relating to the breach or alleged breach of this Agreement; provided, however, that the foregoing limitation shall not preclude an Indemnified Party from asserting that it is entitled to recover for actual Losses for consequential damages to the extent that such Loses were the direct and reasonably foreseeable consequence of the relevant breach. (c) For all purposes of this Article IX and Section 7.01, “Losses” and “Excluded Taxes” shall be determined net of (i) any insurance proceeds or similar payments (after deduction for any actual increased insurance costs (including documented future premium increases) as a result of such payment of proceeds and any reasonable out-of-pocket fees, costs or expenses incurred by such Indemnified Party in connection with obtaining such proceeds) actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification and (ii) any net Tax benefit actually realized by such Indemnified Party (resulting in either (A) a reduction in cash Tax payments otherwise required to be made or (B) a Tax refund actually received) arising in connection with the accrual, incurrence or payment of any such Losses, determined after taking into account any Tax detriment arising from the right to indemnification hereunder and treating the applicable Tax item as the last item to be used by the Indemnified Party.

Limits on Indemnification. (a) Notwithstanding anything Following the expiration of the Survival Period, no claim may be brought by any of the Buyer Indemnified Parties under Section 9.2(a) or the Securityholder Indemnifies Parties under 9.3(a), except with respect to breaches of or inaccuracies in the Fundamental Representations. Nothing contained in the foregoing sentence shall waive, abrogate, reduce, delay or impede any claim made by any Indemnified Party prior to the contrary contained expiration of the Survival Period which is outstanding at that time against the Securityholders. (b) Except in this Agreement: the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of any Securityholder, the Company or the Subsidiaries, the Securityholders shall not have any obligation to indemnify the Buyer Indemnified Parties pursuant to Section 9.2(a) until all Damages suffered by the Buyer Indemnified Parties in respect of Securityholders’ indemnification obligations pursuant to Section 9.2(a) exceeds an aggregate amount equal to Five Hundred Thousand U.S. Dollars ($500,000) (the “Threshold Amount”), following which the Buyer Indemnified Parties shall be entitled to be indemnified for all Damages in excess of the Threshold Amount; provided, however the Threshold Amount shall not apply to breaches of or inaccuracies in the Fundamental Representations. (c) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of the Buyer, the Buyer shall not have any obligation to indemnify the Securityholder Indemnified Parties pursuant to Section 9.3(a) until all Damages suffered by the Securityholder Indemnified Parties in respect of Buyer’s indemnification obligations pursuant to Section 9.2(a) exceeds the Threshold Amount, following which the Securityholder Indemnified Parties shall be entitled to be indemnified for all Damages in excess of the Threshold Amount. (d) No Securityholder shall have any right of contribution against the Company or any of the Subsidiaries with respect to any breach by the Company or any of the Subsidiaries of any of its representations, warranties, covenants or agreements from and after the Closing; the Company and the Subsidiaries have no direct obligations with respect to breaches of representations, warranties, covenants or agreements hereunder. (e) Any amounts payable under Section 9.2 or Section 9.3 shall be calculated after giving effect to (i) Sellers will not be liable for any proceeds actually recovered by the Indemnified Parties under insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity (net of any increase in insurance premiums or expenses incurred by such Indemnified Party in connection with such recovery of proceeds) and (ii) any proceeds actually recovered from third parties (net of any expenses incurred by such Indemnified Party in connection with such recovery of proceeds), including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnified Party, with in the case of (ii) no obligation to first pursue the same. (f) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of any Securityholder, the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 10.1(a)(v), Section 10.1(b)(v9.2(a) or Section 11.2(ashall not exceed Five Million U.S. Dollars ($5,000,000) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim MinimumCap”); (ii) Sellers will , provided, however the Cap shall not be liable for any claim for apply to breaches of or inaccuracies in the Fundamental Representations, and , provided, further, that the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 10.1(a)(v), Section 10.1(b)(v9.2(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation the representations in Section 4.14 shall not exceed Seven Million Five Hundred Thousand U.S. Dollars ($7,500,000). (g) Except in the case of fraud, intentional misrepresentation or fraud) unless and until deliberate or willful breach on the part of the Buyer, the aggregate amount sum of indemnifiable Losses (disregarding any claims for Losses that do the Buyer’s indemnification obligations pursuant to Section 9.3(a) shall not equal or exceed the Per Claim MinimumCap. (h) that may be recovered from Sellers To the extent permitted by Applicable Law, all indemnification obligations under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v)IX, Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything deemed adjustments to the contrary hereinpurchase price for United States federal, state and local income Tax purposes. (i) Seller will not The Indemnified Parties shall take, and shall cause their respective Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Damages to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be liable hereunder expected to give rise to any Damages. (other than for any claim for fraudj) for an amount in excess For purposes of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to determining whether there has been a breach of any representation or warranty set forth in Article V Section 4.5, 4.14, 4.15 or 4.16, each representation and warranty contained therein shall be read without regard and without giving effect to any “in respect of a breach of any covenant all material respects” qualification contained in such representation or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to warranty (as if such Initial Sellers Lossqualification were deleted from such representation and warranty). (bk) Notwithstanding anything Any amounts due to Buyer under this Article IX shall be paid first from the Reserve and then, to the contrary extent sufficient amounts are not contained in this Agreement: (i) Purchaser will not be liable for the Reserve, by the Securityholders. To the extent any claim for indemnification pursuant Damages are owed to Section 11.3(a) unless and until Buyer from the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other thanSecurityholders, in each case with respect if such Damages relate to a breach of representation of a Fundamental Representation or fraudSecurityholder in Article III, then the individual Securityholder who has caused such representation to be breached shall be solely liable for such Damages and (ii) unless in all other cases, each of the Securityholders shall be liable to Buyer for such Securityholder’s Transaction Percentage of such Damages. (l) From and until after the aggregate amount Closing the rights of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled parties to indemnification for only such amount pursuant to the provisions of Losses in excess of this Article IX shall be the Basket; sole and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case exclusive remedy with respect to a breach of a Fundamental Representation any matter in any way arising from or fraud) as the case may be, will be an amount equal relating to the Capthis Agreement or its subject matter.

Limits on Indemnification. Notwithstanding any provision of this Agreement to the contrary: (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will The Indemnified Party may not be liable for any make a claim for indemnification pursuant to under Section 10.1(a)(v), Section 10.1(b)(v9.2(a) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v9.3(a), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to such representation or warranty unless notice of such claim was provided to the Indemnifying Party prior to expiration of the applicable survival period. (b) Each Indemnified Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (c) The Company's obligations under Section 9.2 shall be subject to the following limitations: (i) The Company shall not have any liability for Losses until the aggregate amount of all Losses relating thereto for which the Company would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $50,000 (50,000, at which point the “Cap”). Notwithstanding anything Company, subject to the contrary hereinother provisions of this Section 9.5(c), shall indemnify the Company for such Losses, but only to the extent such Losses exceed $50,000; (ii) The Company shall not have any liability for Losses to the extent the aggregate amount of Losses relating thereto for which the Company would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $3,000,000. (iii) The Company shall not have any liability for any incidental, punitive or consequential damages; (d) REG's and Purchaser's obligations under Section 9.3 shall be subject to the following limitations: (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will Neither REG nor Purchaser shall have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect liability for Losses to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification indemnified pursuant to Section 11.3(a9.3(a) unless and until the aggregate amount of indemnifiable all Losses that may relating thereto for which REG and Purchaser would otherwise be recovered from Purchaser in respect required to provide indemnification exceeds on a cumulative basis an amount equal to $50,000, at which point REG and Purchaser, subject to the other provisions of an individual claim or series of related claims equals or exceeds this Section 9.5(d), shall indemnify the Per Claim Minimum; Company for such Losses, but only to the extent such Losses exceed $50,000; (ii) Neither REG nor Purchaser will not shall have any liability for Losses to be liable for any claim for indemnification indemnified pursuant to Section 11.3(a9.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the extent the aggregate amount of indemnifiable Losses (disregarding any claims relating thereto for Losses that do not equal or exceed the Per Claim Minimum) that may which REG and Purchaser would otherwise be recovered from Purchaser equals or required to provide indemnification exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to on a breach of a Fundamental Representation or fraud) as the case may be, will be cumulative basis an amount equal to the Cap$3,000,000. (iii) Neither REG nor Purchaser shall not have any liability for any incidental, punitive or consequential damages;

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in herein (other than the proviso ending this Agreement: Section 8.4): (ia) Sellers will not be liable the maximum amount payable by an Indemnifying Party for any claim for indemnification Losses solely pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(i) or Section 11.2(a8.3(i) shall not exceed an aggregate amount equal to seven percent (7%) of the Purchase Price (the “Cap”); provided, that the foregoing Cap shall not apply to Losses arising out of or relating to the inaccuracy or breach of any Sellers Core Representation or Buyer Core Representation. (b) no amount shall be payable pursuant to Section 8.2(i) unless and until the aggregate amount of Losses indemnifiable Losses that may be recovered from Sellers in respect of thereunder exceeds an individual claim or series of related claims under any amount equal to one-half percent (0.5%) of the foregoing sections equals or exceeds $5,000 Purchase Price (the “Per Claim MinimumDeductible”); (ii) , in which event Sellers will not shall be liable for any claim for indemnification the amount (if any) in excess of the Deductible, and no amount shall be payable pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud8.3(i) unless and until the aggregate amount of Losses indemnifiable Losses thereunder exceeds the Deductible, in which event Buyer shall be liable for the amount (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumif any) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketDeductible; and (iiiprovided, that the limitations set forth in this Section 8.4(b) the maximum amount of indemnifiable shall not apply to any Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything relating to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a inaccuracy or breach of any representation Sellers Core Representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss.Buyer Core Representation; (bc) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will Sellers shall not be liable for any claim for indemnification Excluded Taxes arising on the Closing Date as a result of actions taken outside of the ordinary course of business, or inconsistent with past practices, of the Acquired Entities, by or at the request of Buyer or its Affiliates; (d) Sellers shall not be obligated to indemnify Buyer with respect to any Loss to the extent that such Loss was reflected as an Assumed Liability in the computation of the Closing Date Balance Sheet; and (e) no amount shall be payable pursuant to Section 11.3(a8.2(i) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for or Section 8.3(i) or (ii) if indemnification therefor is disallowed pursuant to Section 11.3(a) (other than5.3(c); provided, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess none of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters limitations set forth in this Section 11.3(a) (other than8.4 shall apply in the event of fraud, in each case with respect to a intentional misrepresentation or intentional breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capby any Indemnifying Party.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect asserted nor may any Action be commenced against either party hereto for breach of an individual any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or series of related claims under any of action is received by such party describing in reasonable detail the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case facts and circumstances with respect to a breach the subject matter of a Fundamental Representation such claim or fraud) unless and until Action on or prior to the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal date on which the representation, warranty, covenant or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals agreement on which such claim or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Action is based ceases to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v)8.01, Section 10.1(b)(v) irrespective of whether the subject matter of such claim or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation action shall have occurred before or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to after such Initial Sellers Lossdate. (b) Notwithstanding anything to the contrary contained in this Agreement, except for any claims under Section 7.02 or any claims under Section 8.02 for breaches of any of Seller’s Fundamental Reps: (i) Purchaser will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 11.3(a) 8.02(i), unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds $700,000 (the Per Claim Minimum; (ii) Purchaser will not “Basket”), after which the Indemnifying Party shall be liable only for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of those Losses in excess of the Basket; and (iiiii) no Losses may be claimed under Section 8.02(i) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses for purposes of determining the Basket other than Losses in excess of $25,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. The maximum amount of indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters indemnification provisions set forth in Section 11.3(a) (other than, 8.02 shall be in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an aggregate amount equal to the CapEscrow Amount. (c) For all purposes of this Article VIII, “Losses” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates (other than pursuant to the R&W Insurance Policy) in connection with the facts giving rise to the right of indemnification (net of the expenses of recovery thereof, any deductible, unrecovered amounts or any other costs or Taxes incurred in collecting such amounts, including any premium increases or other reasonable out-of-pocket costs incurred in procuring such recovery) and (ii) any Tax benefit actually realized by such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses in the taxable year in which such Losses were incurred.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable asserted against either party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty contained in Article V this Agreement, the Ancillary Agreements or any certificate delivered pursuant hereto or thereto, unless written notice of such claim is received by such party on or prior to the date on which the representation, warranty or certification on which such claim is based ceases to survive as set forth in respect of a breach of any covenant Section 7.1, in which case such representation, warranty or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited certification shall survive as to such Initial Sellers Lossclaim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to under Section 11.3(a7.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims the Seller under Section 7.2(a) equals or exceeds $500,000, in which case the Per Claim MinimumSeller shall be liable for all such Losses from the first dollar; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from by the matters set forth in Buyer Indemnified Parties under Section 11.3(a7.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $7,000,000 (it being agreed that after the Capfirst anniversary of the Closing, such amount shall be reduced to $4,000,000 solely with respect to claims for indemnification made by any Buyer Indemnified Party under Section 7.2(a) after such date; provided, that the aggregate amount of any Losses paid by the Seller in respect of indemnification claims made by any Buyer Indemnified Party under Section 7.2(a) prior to such date shall be applied against such $4,000,000 cap; provided, further, that the Seller’s aggregate liability under Section 7.2(a) shall in no event exceed $7,000,000); and (iii) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent any such party is required to pay any such damages pursuant to a Third Party Claim. Notwithstanding the foregoing to the contrary, the limitations on indemnification set forth in clauses (i) and (ii) of this Section 7.5(b) shall not apply to any claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any certification with respect thereto, for which the Seller’s maximum liability shall be the Purchase Price. (c) In view of the limitations set forth in clause (i) of Section 7.5(b), solely for purposes of this Article IX, if any representation or warranty contained herein or in any Ancillary Agreement or certification delivered pursuant hereto is limited or qualified based on materiality, including the terms “material” or “Material Adverse Effect”, such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining whether any breach thereof, inaccuracy therein or Loss has occurred and the amount of any such Loss. (d) For all purposes of this Agreement and the Ancillary Agreements, Losses shall be net of any tax benefits actually received with respect to or as a consequence of such Losses (calculated on a “with” versus “without” basis), insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (net of any expenditures made in connection with obtaining such recovery and, in the case of insurance, any resulting increase in insurance premiums). (e) The Buyer and the Seller shall reasonably cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to mitigate or resolve any such claim or liability; provided, however, that any liability, claim, damage or expense incurred in connection with such attempts to mitigate or resolve shall constitute indemnifiable Losses hereunder.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will agreement to the contrary, the Principal Shareholders shall not be liable obligated to indemnify, defend, or hold harmless any Parent Indemnified Party with respect to any losses from any Claim for any claim for indemnification pursuant to Section 10.1(a)(v)misrepresentation or breach of warranty, Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate losses from such Claims exceed $100,000, at which point the Parent Indemnified Parties may recover the full amount of indemnifiable Losses that may be recovered losses from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossdollar one. (b) Notwithstanding anything contained in this agreement to the contrary contained (including, without limitation, the joint and several liability of the Principal Shareholders under section 8.2), in this Agreement: (i) Purchaser will not be liable no event shall any Principal Shareholder’s aggregate liability, at a particular time, for any claim losses from all Claims for indemnification misrepresentation and breach of warranty, pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim article 8 or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other thanotherwise, exceed, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other thanaggregate, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capsum of (i) the aggregate amount of the Merger Consideration theretofore paid or distributed to that Principal Shareholder (or his or her assignees or transferees) plus (ii) the aggregate amount of all dividends and distributions referred to in section 5.6(a)(11) theretofore paid or distributed to that Principal Shareholder (or his or her assignees or transferees). (c) As a condition to any Indemnifying Party’s obligation to indemnify, defend or hold harmless any Claiming Party, such Claiming Party must have taken and caused its affiliates to take all commercially reasonable steps to mitigate any losses upon becoming aware of any event that gives rise thereto consistent with such Claiming Party’s past practices. (d) No Parent Indemnified Party may recover duplicative losses in respect of a single set of facts or circumstances under more than one representation or warranty in this agreement regardless of whether such facts or circumstances would give rise to a breach of more than one representation or warranty in this agreement. (e) Notwithstanding anything contained in this agreement to the contrary, no person or entity will be liable to any other person or entity for any exemplary or punitive damages of such other person or entity; provided, however, nothing in this section 8.5(e) shall be deemed to limit or otherwise affect the Parent Indemnified Parties’ right to indemnification under this agreement for any loss, liability, damage, or expense arising out of a Third Party Claim for such damages; and provided that no party may claim consequential or incidental damages arising out of a breach of the representations set forth in section 5.5.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will , an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v10.2(a) or Section 11.2(a10.3(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims the Indemnifying Party under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v10.2(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v10.3(a), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to equals or exceeds [***] Dollars ($50,000 [***]) (such amount, the “CapTipping Basket”). Notwithstanding anything , after which, subject to the contrary hereinother limitations set forth in this ARTICLE 10, (i) Seller will not the Indemnifying Party shall be liable hereunder (other than for any claim for fraud) for an the full amount of all Losses and not only those in excess of the Purchase Price (iiTipping Basket; provided, however, that the foregoing limitations shall not apply to breaches of, or inaccuracies in, the Fundamental Representations. Claims for indemnification pursuant to any other provision of Section 10.2 or Section 10.3 not referenced in this Section 10.4(a) no Sellers will have are not subject to the monetary limitations set forth in this Section 10.4(a), but are subject to the other limitations set forth in this ARTICLE 10. For purposes of this ARTICLE 10, all qualifications as to materiality, including each reference to the words “Material Adverse Change”, “material” and “materiality” and all similar phrases and words, in any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any representation, warranty, covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 contained herein will be limited to such Initial Sellers Lossdisregarded for purposes of calculating Losses. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (, other than, in each case than with respect to a breach Securityholder’s Securityholder Indemnity Events, which is governed by Section 10.4(d), recovery directly against the Securityholders with respect to each Securityholder’s Pro Rata Percentage of a Fundamental Representation or fraudthe Closing Payment (and subject to the Indemnification Cap in the aggregate) unless and until Buyer’s right of set-off under Section 10.8 shall serve as the aggregate amount sole and exclusive source of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed indemnification from which the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Buyer Indemnified Parties will be may collect Losses for which it is entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Securityholders under Section 11.3(a10.2; provided, however, that, (i) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal prior to the Cap.Closing, Buyer can seek recovery only from the

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , other than in the event of Fraud: (i) Sellers will the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a8.2(c) with respect to any claim unless such claim (together with all other claims, if any, resulting from substantially similar underlying facts, events or circumstances) involves Losses in excess of $150,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses for purposes of clause (ii) below); (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) unless and until the aggregate amount of indemnifiable all such Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller equals or exceeds $5,000 8,800,000 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case the Seller shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and Basket Amount; (iii) the maximum amount of indemnifiable Losses that may indemnification available to any Indemnified Parties (A) against the Seller Parties pursuant to Section 8.2(a) or against the Buyer Parties pursuant to Section 8.3(a) shall be recovered from Sellers equal to $52,800,000, (B) against the Seller Parties pursuant to Section 8.2(b) or against the Buyer Parties pursuant to Section 8.3(b) shall be equal to the Purchase Price, and (C) against the Seller Parties pursuant to Section 8.2(c) shall be equal to $176,000,000; (iv) no party hereto shall have any Liability under Section 10.1 and any provision of this Agreement for any punitive, consequential, or incidental damages or special or indirect damages under this Article XI arising out VIII (except to the extent such damages are actually recovered by a third party in a Third Party Claim); and (v) notwithstanding any provision to the contrary in this Agreement, any obligation of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case Seller for indemnity with respect to a breach of a Fundamental Representation or fraud) as the case may be, will Tax matters shall be an amount equal limited solely to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except Taxes with respect to a breach of any representation or warranty in Article V or in Pre-Closing Tax Periods and the Seller shall have no obligation for Taxes with respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossPost-Closing Tax Periods. (b) Notwithstanding anything The amount of any and all Losses under this Article VIII shall be determined net of any insurance, indemnity, reimbursement arrangement, contract or other recovery available to the contrary contained Indemnified Party or its Affiliates in this Agreementconnection with the facts giving rise to the right of indemnification (each, an “Alternative Recovery”); provided, the Indemnified Party shall not be required to pursue Alternative Recovery against any: (ix) Purchaser will not other Indemnified Party; or (y) customer, supplier or counterparty to a Material Contract unless such indemnification obligation exceeds $1,000,000 and it would be liable for commercially reasonable to do so. Each party hereby waives, to the extent permitted under its applicable insurance policies, any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses subrogation rights that its insurer may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case have with respect to a breach any indemnifiable Losses. In the event that the Indemnified Party receives recovery of a Fundamental Representation or fraudany amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount to the Indemnifying Party. (c) unless The Buyer and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (Seller shall cooperate with each other than, in each case with respect to resolving any claim or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim or Loss. Nothing in the foregoing shall require a breach of a Fundamental Representation party hereto to waive the attorney-client privilege, work product protection or fraud) as the case may be, will be an amount equal to the Capsimilar privilege or protection.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) and the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a), in each case, shall be $27,500,000 (the “Cap”); provided, that any Losses resulting from breaches by the Seller or the Buyer of any of the Core Representations, Tax Representations or Environmental Representations shall not be subject to the Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate amount of all indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Article VI or Sections 8.2(a) or (c) or from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a) (including, in each case, with respect to any Losses resulting from breaches of any Core Representation) shall not exceed, in each case, the Purchase Price; provided further, that for the avoidance of doubt, the Cap shall not apply to any indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Seller equals or exceeds $5,000 2,500,000 (the “Per Claim MinimumDeductible Amount”); (ii) Sellers will , in which case the Seller shall be liable only for the Losses in excess of the Deductible Amount, and the Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims the Buyer equals or exceeds the Per Claim Minimum; (ii) Purchaser will not Deductible Amount, in which case the Buyer shall be liable only for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the BasketDeductible Amount; provided, however, in each case, that no Losses may be claimed by any Buyer Indemnified Party or any Seller Indemnified Party or shall be reimbursable by the Seller or the Buyer or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $250,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided further, that Losses resulting from any breaches by the Seller or the Buyer of Core Representations, Tax Representations or Environmental Representations shall not be subject to the Deductible Amount or the Minimum Loss Amount and shall instead be recoverable from the first dollar thereof; provided further, that for the avoidance of doubt, the Deductible Amount and the Minimum Loss Amount shall not apply to any indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (iii) the maximum amount of indemnifiable Losses that may Seller shall not be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Balance Sheet; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.3; (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of a Fundamental Representation this Agreement, and no “multiple of profits” or fraud“multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses; (vi) as in the case may be, will be an amount equal event the Seller proceeds with the Closing notwithstanding actual knowledge by the Seller or any Affiliate of the Seller at or prior to the CapClosing of any breach by the Buyer of any representation, warranty or covenant in this Agreement, no Seller Indemnified Party shall have any claim or recourse against the Buyer or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise; and (vii) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable The sole and exclusive source of satisfaction and payment of Damages for Claims made by any claim for indemnification Delaware Indemnified Parties pursuant to Section 10.1(a)(v)9.1 shall be a claim against the Escrow Shares pursuant to the Escrow Agreement, and the Former APP Stockholders (including the Escrow Participants) and the Stockholders’ Representative, individually or as a group, shall not have any obligation, responsibility or personal liability for the satisfaction and payment of any obligations hereunder, including without limitation any Covered Damages. (b) No obligations shall be payable by out of the Escrow Shares under Section 10.1(b)(v) or Section 11.2(a9.1(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers all Covered Damages in respect of an individual claim or series of related claims Claims under any of the foregoing sections equals or exceeds Section 9.1(a) exceed $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 250,000 (the “Basket”) whereupon ). At such time that the Purchaser aggregate amount of such Covered Damages exceeds the Basket, the Delaware Indemnified Party will Parties shall only be entitled to indemnification for only recover out of the Escrow Shares such amount of Losses in excess such Covered Damages which exceed the Basket, subject to the Cap. Notwithstanding the foregoing, the Basket shall not apply to Claims brought for breaches of the Basket; representations and warranties contained in Sections 4.1 (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 Organization, Standing and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(vCorporate Power), Section 10.1(b)(v4.2 (Corporate Authority; Non-contravention), 4.3 (Capital Structure) or Section 11.2(a4.13 (Taxes) or for claims arising from or based on fraud, intentional misrepresentation, felonious criminal activity or willful misconduct. (other thanc) Any qualifications in the representations, in each case warranties and covenants of APP with respect to a breach Material Adverse Effect, materiality, material or similar terms will not have any effect with respect to the determination of the existence of a Fundamental Representation breach, the calculation of the amount of any Covered Damages or fraudthe application of the Basket. (d) No obligations shall be payable out of the Escrow Shares under Section 9.1 for Covered Damages in respect of Claims under Section 9.1 that exceed, in the aggregate, $25,000,000; provided, however, from and after the sixth-month anniversary of the Closing Date, to the extent that Escrow Shares are released pursuant to the Escrow Agreement, such amount shall be reduced to 25% of the foregoing (such amount, as the case may beapplicable, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will An Indemnifying Party shall not be directly liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) 8.2 or Section 11.2(a) 8.3, as the case may be, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers the Indemnifying Party equals or exceeds the Deductible, in respect which case the Indemnifying Party shall be liable for all such Losses in excess of an individual claim or series of the Deductible; provided, however, that the foregoing shall not apply to Losses related claims under to any of the foregoing sections equals or exceeds $5,000 representations and warranties set forth in Sections 3.1, 3.4, 3.5, 3.19, 3.29, 4.1 and 4.4 (collectively, the “Per Claim MinimumCore Representations”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(vor the matters set forth in Sections 8.2(ii), Section 10.1(b)(v8.2(iii), 8.2(iv) or Section 11.2(aand 8.2(v). (b) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the The maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified an Indemnifying Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from relating to the matters causes set forth in Section 10.1(a)(v), Section 10.1(b)(v) 8.2 or Section 11.2(a) (other than8.3, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the CapCap Amount; provided, however, that the foregoing shall not apply to the Core Representations or the matters set forth in Sections 8.2(ii), 8.2(iii), 8.2(iv) and 8.2(v). (c) The maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in set forth in Section 8.2 or Section 8.3 with respect to any particular claim asserted hereunder shall be reduced by the amount of any net cash proceeds actually received by the applicable Indemnified Parties as proceeds of insurance policies payable with respect to such Losses. Such proceeds shall be computed to be net of all costs related thereto, including without limitation the present value of any premium adjustments and reasonable attorneys’ fees and expenses incurred in connection therewith. (d) The indemnification provided in this Article VIII and in Article VI shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein. The Purchaser expressly waives, releases and agrees not to make any claim against the Sellers, except for indemnification claims made pursuant to this Article VIII or Article VI, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities laws).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ia) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) 8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Indemnifying Party equals or exceeds $5,000 (30,000, in which case the “Per Claim Minimum”); (ii) Sellers will not Indemnifying Party shall be liable for any claim for indemnification pursuant the full amount of such Losses from the first dollar thereof subject to Section 10.1(a)(v)the maximum limits herein, Section 10.1(b)(v(b) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under (by cancellation of Acquiror Common Stock in the foregoing sections equals Indemnity Escrow or exceeds $20,000 (the “Basket”other Restricted Stock or by recovery by cash payment) whereupon the Purchaser by an Indemnified Party will shall be entitled to indemnification $3,000,000 other than in the event of fraud; provided, that no individual Stockholder shall be liable for only such any amount of Losses in excess of the Basket; value of the aggregate Merger Consideration (based upon the Stockholder’s Proportionate Share and with application of the Share Value) to be received by such Stockholder (iiiassuming the conditions for receipt under this Agreement are satisfied). The Indemnified Party may not make a claim for indemnification under Section 8.2(a) or Section 8.3(a), as the maximum amount case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 8.1, except as otherwise provided in such Section. (b) For purposes of the indemnification obligations of Article VIII, indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI will not include exemplary, lost profits, punitive (unless such punitive damages are owed to a Third Party), consequential, incidental, special or similar damages, or damages measured by a multiple in an Action arising out of or resulting from any claim arising out of or relating to this Agreement or the matters set forth transactions contemplated hereby. Solely in the event of a breach of the Acquiror’s covenant to cause the filing of the Certificate of Merger to effect the Second Step Merger, as a result of which the Transactions do not constitute a reorganization under Section 10.1(a)(v368(a) of the Code, shall Losses include Taxes payable by the Stockholders as a result of the Transaction failing to constitute a reorganization. (c) The Acquiror, Sub, the Survivor and any of their respective Representative or Affiliates shall first seek a remedy from the Indemnity Escrow (applied first against shares, if any, that would not be Restricted Stock), Section 10.1(b)(v) to the extent of the amount then remaining and not deemed to be forfeited as a result of a termination event or Section 11.2(a) (other thansubject to any pending claim in the Indemnity Escrow, in each case with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from the Stockholders by offset against the Stock Consideration or otherwise. In the event that the Indemnity Escrow is insufficient (including as a result of Restricted Stock deemed included in the Indemnity Escrow being forfeited upon termination) to satisfy the Indemnifying Party’s indemnification obligations hereunder, Acquiror may setoff such unsatisfied amounts against the Stock Consideration payable to the Indemnifying Party as determined based upon the Share Value or otherwise seek recovery from the Indemnifying Party. Any Stockholder may elect, prior to and until the satisfaction of any indemnification claim by the Escrow Agent of delivery of Acquiror Common Stock to Acquiror for cancellation, to pay all or any portion of an indemnification claim in cash in lieu of Acquiror Common Stock by promptly notifying the Acquiror and the Escrow Agent in writing and delivering such amount in cash to Acquiror as is being applied in recovery of any indemnification claim, in which case, upon the Indemnified Party’s receipt of such payment, Acquiror and the Stockholder Agent shall promptly send to the Escrow Agent a written notice executed by both the Stockholder Agent and Acquiror instructing the Escrow Agent to disburse to the Stockholder Acquiror Common Stock in the Indemnity Escrow first from shares of Acquiror Common Stock that would not otherwise be Restricted Stock having an aggregate Share Value equal to the amount of such cash payment, then against Acquiror Common Stock that remains Restricted Stock, to the extent of which, such Restricted Stock shall be released to Acquiror to hold until release on the applicable anniversary of the Closing Date (such shares delivered from the Indemnity Escrow, “Cash Satisfaction”). In the event that the value of the Indemnity Escrow of a Stockholder is insufficient to satisfy an indemnification obligation of a Stockholder, the Stockholder may elect to satisfy all or any portion of his or her indemnity obligation by forfeiting or transferring shares of Acquiror Stock. Such shares shall be deemed to have a value equal to the Share Value. (d) The amount of any Losses incurred by an Indemnified Party shall be reduced by the net amount such Indemnified Party or any of its Affiliates recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other Person liable for such Losses, provided that the applicable Indemnified Party shall have no obligation to see recovery from any insurer or other third party. Acquiror will use its commercially reasonable efforts to consider in good faith whether it is in its interest to seek a recovery from its insurers for any Loss hereunder. (e) No party shall have any liability for any Loss that would not have arisen but for any alteration or repeal or enactment of any law after the Closing Date. (f) Neither the Stockholder Agent nor any Stockholder shall dispute an indemnification claim alleging the breach of a Fundamental Representation representation or fraud) warranty made by the Company or such Stockholder qualified by terms such as “materiality” or “in all material respects” on the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount basis of such qualifications in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any such representation or warranty in Article V question where losses relating to such representation or warranty, individually or in respect the aggregate, equal or exceed $15,000. This provision is not intended to modify any other provisions of this Agreement nor any basis for, or a breach of any covenant or agreement by the Sellersdefense against, Sellers an indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossclaim except as expressly set forth in this clause. (bg) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable The Stockholders shall have no liability for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses Loss that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will would not be liable have arisen but for any claim for indemnification pursuant change in the accounting policies, practices or procedures adopted by Acquiror, Sub, the Survivor or any of their respective Representatives of Affiliates that did not relate to Section 11.3(a) (other than, in each case with respect to or result from a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess failure of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth Company’s financial statements to have been kept in Section 11.3(a) (other than, in each case accordance with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapGAAP.

Limits on Indemnification. Notwithstanding the provisions of Sections 9.2(a) and (b): (a) Notwithstanding anything No Seller (including the Eitings) shall have any obligation to the contrary contained in this Agreement: (i) Sellers will not be liable indemnify any Parent and Buyer Indemnitee for any Losses, and no claim for indemnification pursuant to Section 10.1(a)(v)Losses shall be made by any Parent and Buyer Indemnitee, Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach any representation and warranty made by any Company or any Seller under this Agreement, if the Chief Executive Officer, President or Chief Financial Officer of a Fundamental Representation Parent knows on or fraud) unless before the Closing Date that such Company or such Seller has breached such representation and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal warranty or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess otherwise knows of the Basket; and (iii) the maximum amount likely incurrence of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth such Loss, except as specifically provided in Section 10.1(a)(v9.2(b), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer Indemnitee for any Losses until the contrary Parent and Buyer Indemnitees have suffered Losses in excess of $1,500,000 in the aggregate (at which point Sellers will be obligated to indemnify the applicable Parent and Buyer Indemnitee from and against all such Losses from the first dollar), except as specifically provided in Section 9.2(b). (c) Sellers (including the Eitings) shall have no obligation to indemnify any Parent and Buyer Indemnitee for any Losses in excess of $15,000,000 in the aggregate; provided, however, that with respect to any Losses arising out of a breach by any Seller of a representation and warranty contained in this Agreement: (i) Purchaser will not Section 3.1, the Seller breaching such representation and warranty shall be liable for any claim for indemnification pursuant such Losses up to Section 11.3(a) unless and until the aggregate full amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; Purchase Price received by such Seller as set forth on Schedule A attached hereto. (iid) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until In computing the aggregate amount of indemnifiable any Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will as to which a party shall be entitled to indemnification for only such amount of Losses in excess of the Basket; and hereunder, (iiii) the maximum amount Indemnitor shall be given the benefit of indemnifiable Losses that any insurance proceeds which may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal become available to the CapIndemnitee; and (ii) such amounts shall be limited to the after-tax consequences to the Indemnitee (or the affiliated group of which such Indemnitee is a member).

Limits on Indemnification. (a) Notwithstanding anything to Except as hereinafter provided no claim may be made against the contrary contained in this Agreement: (i) Sellers will not be liable for any claim Indemnifying Party for indemnification pursuant to Section 10.1(a)(v)6.2 or 6.3, Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything unless and only to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess extent the aggregate of all Losses of the Purchase Price (ii) Indemnitee with respect to such Sections shall exceed $60,000 with a single minimum item of $3,000. In no Sellers will have any indemnification obligation hereunder unless and until event shall the Final Closing occurs; and (iii) except Indemnifying Party's liability under Section 6.2 or 6.3, as the case may be, exceed $1,200,000. There is no minimum or maximum with respect to a breach violation of Section 1.2(b)(ii) or any representation separate indemnification or warranty in Article V or in guarantee given with respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossthereto. (b) Notwithstanding anything to any other provision hereunder, in the contrary event Buyer shall allege a violation of any representation contained in this Agreement: Section 2.22, it shall take no remedial action until it has offered Seller the opportunity to investigate and, if necessary, correct or remediate the alleged condition. Sellers, at their expense, may retain such experts, attorneys and consultants as it deems appropriate. In the event Sellers elect to control the remediation, any remediation shall be done in a manner determined by Sellers and to standards approved by Sellers; provided (i) Purchaser will not be liable for any claim for indemnification pursuant such remediation shall cause the affected property to Section 11.3(a) unless comply with applicable Environmental Laws and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant Sellers shall cooperate with Buyer to Section 11.3(a) (other than, in each case limit or minimize interference with respect Purchaser's operations or use of the facility. In no event shall Sellers' costs or obligation arising due to a breach of a Fundamental Representation or fraudrepresentation contained in Section 2.22 exceed $1,000,000. (c) unless and until Nothing herein shall limit the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess right of the Basket; indemnifying party to make claims against third parties, including but not limited to claims related to warranties. The Buyer, the Company and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal Subsidiary shall make available all rights available to the Capindemnifying party against third parties, including assignments thereof. (d) As used in this Agreement, "Losses" shall be determined after giving effect to the receipt by the Indemnitee of any insurance proceeds relating to such Loss and any other recovery from any third party and any tax benefit to the Indemnitee.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , (ia) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v8.02(a) or 8.03(a), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections Indemnifying Party equals or exceeds $5,000 1.75 million (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “BasketBasket Amount”) whereupon the Purchaser in which case each Indemnified Party will shall be entitled to indemnification for only such the entire amount of Losses in excess of the Basket; such Loss and (iiib) the maximum amount of indemnifiable Losses that which may be recovered from Sellers under Section 10.1 and this Article XI an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 10.1(a)(v)8.02 or 8.03, Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the CapEscrow Amount. Notwithstanding anything herein to the contrary, the provisions of Section 8.04(a) shall not apply (i) with respect to indemnification of the Purchaser Indemnified Parties for any Excluded Taxes pursuant to 8.02 hereof or for any breach by the Seller of the representations and warranties set forth in Sections 3.22 or 3.25 or clause (iii) of the second sentence of Section 3.04(b) or (ii) with respect to indemnification of the Seller Indemnified Parties for any breach by the Purchaser of the representations and warranties set forth in Section 4.07. Subject to Section 8.10, any obligation of the Seller to indemnify and hold harmless any Purchaser Indemnified Party for and against any Losses hereunder shall be payable solely out of distributions of the Escrow Amount in accordance with the terms of the Escrow Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement and in lieu of qualifying the representations and warranties in Article II (other than in Sections 2.11, 2.21(e) and 2.25), Article III and Article IV (other than in Section 4.9) by materiality or Material Adverse Effect, the parties agree that: no amount shall be payable by any Indemnifying Party pursuant to Sections 9.2(a), 9.2(b), 9.3(a) unless (i) Sellers will not be liable for any with respect to a potential claim, such claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(vIndemnifiable Damages exceeds $10,000 and (ii) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses all claims for Indemnifiable Damages exceeds $100,000 (the "Indemnification Threshold"), in which case such Indemnified Party shall be entitled to the full amount of such Indemnifiable Damages; provided, however, that the Indemnification Threshold shall not apply to (A) any Indemnifiable Damages pursuant to Sections 9.2(c), 9.2(d) or 9.3(b) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to the amount of indebtedness for borrowed money of the Mandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (C) any breach by any Seller of any representation or warranty set forth in Section 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to Section 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in Section 2.22 shall otherwise be subject to the limitations of this Section 9.5(a); provided further that, for the avoidance of doubt, the Parties acknowledge and agree that the Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification aggregate pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will Agreement shall be an amount equal to $50,000 5,000,000 (the “"Indemnification Cap”"). Notwithstanding anything ; the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Buyer and Xxxxxxx in the aggregate shall be an amount equal to the contrary hereinIndemnification Cap; provided, (i) Seller will however, that this limitation shall not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except apply with respect to a breach any failure of any representation party to pay and deliver any amount pursuant to Sections 1.3, 1.4 or warranty in Article V 1.5 hereof; the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or in respect other payments or recoveries of a breach like nature with respect thereto actually realized by such Buyer Indemnified Parties (it being agreed that, promptly after the realization of any covenant or agreement by such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to realization of such Initial Sellers Loss. (b) Notwithstanding anything reductions of Indemnifiable Damages); notwithstanding any provision to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a Fundamental Representation representation or fraud) unless warranty of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; provided, however, that this limitation shall not apply with respect to any breach of a representation or warranty known to the Indemnified Party with respect to which the Indemnified Party provided written notice of to the Indemnifying Party prior to the date of this Agreement; in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of paying and until satisfying all or any portion of such claim by a reduction, on a dollar for dollar basis, of the aggregate outstanding principal amount, if any, of the Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and Buyer and Xxxxxxx hereby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or arrangement that would otherwise prohibit, restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); the amount of indemnifiable Losses any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification is sought hereunder (disregarding it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); and neither Buyer nor Xxxxxxx shall have the right to seek recovery or payment in respect of any Indemnifiable Damages if (A) the matter(s) that gave rise to such Indemnifiable Damages is cured, repaired or otherwise remedied by the Mandara Entities and (B) the amounts expended to cure, repair or otherwise remedy such damages are treated as expenses that reduce the amount of EBITDA of the Mandara Entities earned during the Test Period for the purposes of Section 1.5 of this Agreement. Remedies Exclusive . Each party hereby acknowledges and agrees that its sole remedy with respect to any claims for Losses that do not equal money damages relating to the Mandara Shares or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess Business of the Basket; Mandara Entities or the subject matter of this Agreement shall be pursuant to the indemnification provisions of this Article IX. In furtherance of the foregoing, each party hereby waives to the fullest extent permitted by law, any and all other rights, claims, and causes of action it may have against the other parties or their respective Representatives and Affiliates relating to the Mandara Shares, the Business or the subject matter of this Agreement, other than claims for or in the nature of fraud. Payments of Indemnifiable Damages . All Indemnifiable Damages shall be treated as adjustment to the Purchase Price for Tax purposes, unless a different Tax treatment is required pursuant to a "determination" (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth as defined in Section 11.3(a1313(a) (other thanof the Code, or has provided in each case with respect to a breach any equivalent provision of a Fundamental Representation state, local or fraud) as the case may be, will be an amount equal to the Capforeign Law).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in herein (other than the proviso ending this Agreement: Section 8.4): (a) the maximum amount payable by an Indemnifying Party for Losses solely pursuant to Section 8.2(i) or Section 8.3(A)(i) shall not exceed an aggregate amount equal to five percent (5%) of the Purchase Price (the “Cap”); provided, that the foregoing Cap shall not apply to (i) Sellers will not Losses arising out of or relating to the inaccuracy or breach of any Seller Core Representation or Buyer Core Representation or (ii) any Losses relating to the Balance Sheet Date Net Cash reflected in the calculation of the Purchase Price; (b) no amount shall be liable for any claim for indemnification payable pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(i) unless and until the aggregate amount of Losses indemnifiable Losses that may be recovered from Sellers in respect of thereunder exceeds an individual claim or series of related claims under any amount equal to one-half percent (0.5%) of the foregoing sections equals or exceeds $5,000 Purchase Price (the “Per Claim MinimumDeductible”); (ii) Sellers will not , in which event Seller shall be liable for any claim for indemnification the amount (if any) in excess of the Deductible, and no amount shall be payable pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud8.3(A)(i) unless and until the aggregate amount of Losses indemnifiable Losses thereunder exceeds the Deductible, in which event Buyer shall be liable for the amount (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumif any) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketDeductible; provided, that the limitations set forth in this Section 8.4(b) shall not apply to (i) any Losses arising out of or relating to the inaccuracy or breach of any Seller Core Representation or Buyer Core Representation or (ii) any Losses relating to the Balance Sheet Date Net Cash reflected in the calculation of the Purchase Price; (c) Seller shall not be liable for (i) Taxes (and any related Losses) other than Excluded Taxes, except for Taxes (iiiand any related Losses) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters breach of representations or warranties set forth in Section 10.1(a)(v3.13(g) or, if by or at the request of Seller or its Affiliates (excluding, following the Closing Date, the Acquired Entities) a Form 8832 (or comparable state Tax form) was filed to cause any of the Acquired Entities (other than the Corporate Subsidiaries) to be treated as a corporation for Income Tax purposes, Section 3.13(i), and (ii) any Excluded Taxes arising on the Closing Date as a result of actions taken outside of the ordinary course of business, or inconsistent with past practices, of the Acquired Entities, by or at the request of Buyer or its Affiliates; (d) Seller shall not be obligated to indemnify Buyer with respect to any Loss to the extent that such Loss was reflected in the computation of Distributions, Non-Acquired Entity Expenditures or Balance Sheet Date Net Cash; and (e) no amount shall be payable pursuant to Section 10.1(b)(v8.2(i) or (ii) or Section 11.2(a8.3(A)(i) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any if indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification therefor is disallowed pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses 5.3(c); provided, that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess none of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters limitations set forth in this Section 11.3(a) (other than8.4 shall apply in the event of fraud, in each case with respect to a intentional misrepresentation or intentional breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Capby any Indemnifying Party.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (a) No amount shall be payable to any Parent Indemnified Party pursuant Section 10(a)(i) (other than in the case of (i) Sellers will not be liable for any claim for indemnification pursuant to breaches of Fundamental Representations, (ii) breaches of Section 10.1(a)(v4.15 (Taxes), Section 10.1(b)(vand (iii) intentional fraud or Section 11.2(aintentional misrepresentation) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or pursuant to Section 10(a)(i) exceeds Two Hundred and Fifty Thousand Dollars ($5,000 250,000.00) (the “Per Claim MinimumBasket”); , in which case the Parent Indemnified Parties shall be entitled to recover the entire amount of such Damages from and including the first dollar of such Damages (iisubject to the additional limitations set forth herein). (b) Sellers will not No amount shall be liable for payable to any claim for indemnification Seller Indemnified Party pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a10.2(b)(i) (other than, than in each the case of intentional fraud or intentional misrepresentation with respect to a breach of a Fundamental Representation or fraudthis Agreement) unless and until the aggregate amount of indemnifiable Losses (disregarding any all claims for Losses Damages that do not equal or exceed are indemnifiable pursuant to Section 10.2(b)(i) exceeds the Per Claim MinimumBasket, in which case the Seller Indemnified Parties shall be entitled to recover the entire amount of such Damages from and including the first dollar of such Damages (subject to the additional limitations set forth herein). (c) that The maximum aggregate amount of Damages for which indemnity may be recovered by the Parent Indemnified Parties from Sellers under the foregoing sections equals Equity Holders pursuant to Section 10.2(a)(i) (other than (x) in the case of (i) breaches of Fundamental Representations or exceeds $20,000 (the “Basket”ii) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount breaches of Losses in excess of the Basket; and Section 4.15 (Taxes), or (iii) intentional fraud or intentional misrepresentation) shall be the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to Two Million Eight Hundred Thousand Dollars ($50,000 2,800,000.00) (the “Cap”). Notwithstanding anything to ) and, except in the contrary herein, case of (i) Seller breaches of Fundamental Representations, (ii) breaches of Section 4.15 (Taxes), or (iii) intentional fraud or intentional misrepresentation, the sole and exclusive remedy of the Parent Indemnified Parties for Damages pursuant to Section 10(a)(i) shall be to make a claim in respect of, and to the extent of, the Escrow Amount, in accordance with the terms of this Article X and the Escrow Agreement, and at such time that the Escrow Amount is reduced to zero, the Parent Indemnified Parties will not have no further right to indemnification under Section 10.2(a)(i), except in the case of breaches of Fundamental Representations, breaches of Section 4.15 (Taxes), intentional fraud or intentional misrepresentation and as otherwise expressly set forth herein. The maximum aggregate amount for which indemnity may be liable hereunder (other than for any claim for fraudrecovered by the Parent Indemnified Parties from the Equity Holders pursuant to Section 10.2(a)(i) for an amount in excess all Damages with respect to breaches of Fundamental Representations or breaches of Section 4.15 (Taxes) shall not exceed the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss“Fundamental Cap”). (bd) Notwithstanding anything to The maximum aggregate amount of Damages for which indemnity may be recovered by the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification Seller Indemnified Parties from Parent pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a10.2(b) (other than, than in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may beof breaches of Section 5.2 (Authority and Enforceability) or Section 5.6 (Brokers and Finders)), will shall be an amount equal to the Cap, except as otherwise expressly set forth herein. The maximum aggregate amount for which indemnity may be recovered by the Seller Indemnified Parties from Parent pursuant to Section 10.2(b)(i) for all Damages with respect to breaches of Section 5.2 (Authority and Enforceability) or Section 5.6 (Brokers and Finders), shall not exceed the Fundamental Cap. (e) All amounts payable to the Parent Indemnified Parties pursuant to Section 10.2(a) shall first be paid out of the available Escrow Amount (other than amounts payable with respect to the Sales Tax Liabilities, which shall first be paid out of the Sales Tax Escrow Account, and then the Escrow Amount) and after the Escrow Amount is exhausted or has been distributed to the Equity Holders, shall be paid in cash by the Equity Holders, on a several and not joint basis, in accordance with each Equity Holder’s respective Pro Rata Share; provided that the maximum aggregate amount of Damages for which indemnity may be recovered by the Parent Indemnified Parties from any particular Equity Holder shall not exceed the portion of the Total Purchase Price actually received by such Equity Holder in the Merger. (f) Notwithstanding the foregoing, nothing contained in this Section 10.3 shall restrict the right of any Parent Indemnified Party or any Seller Indemnified Party to maintain or recover any amounts in connection with any action or claim based upon intentional fraud or intentional misrepresentation; provided that the maximum aggregate indemnification obligation of the Equity Holders with respect to any such action or claim based upon intentional fraud or intentional misrepresentation shall not exceed the portion of the Total Purchase Price actually received by such Equity Holder.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein unless a Claim Notice or Third-Party Notice is delivered with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will The maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller and its Affiliates and the Representatives, successors and assigns of each of the foregoing by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be $5,000,000; (ii) The maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer and its Affiliates and the Representatives, successors and assigns of each of the foregoing by the Seller Indemnified Parties pursuant to Section 8.3(a) shall be $5,000,000; (iii) An Indemnifying Party shall not be liable to any Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(vSections 8.2(a) or Section 11.2(a8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections such Indemnifying Party equals or exceeds $260,000 (the “Basket Amount”), in which case the Indemnifying Party shall be liable only for the Losses in excess of the Basket Amount; provided, however, that no Losses may be claimed by any Indemnified Party or shall be reimbursable by any Indemnifying Party or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $5,000 (the “Per Claim MinimumMinimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, further, that the limitations set forth in Sections 8.5(b)(i) through (iii) shall not apply to Losses arising (A) out of any breach or inaccuracy of any of the Core Representations, (B) pursuant to Sections 8.2(b) through (d) or Sections 8.3(b) or (c); , or (iiC) Sellers will not be liable for any claim for or based on actual fraud, intentional misrepresentation or intentional breach. (iv) Losses recoverable by an Indemnified Party shall be net of (A) any insurance proceeds or other amounts actually received by the Indemnified Party or its Affiliates from third parties in connection with the facts giving rise to the right of indemnification pursuant and without any right of subrogation (and, to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case the extent an insurance recovery is made by an Indemnified Party with respect to any Losses for which an indemnification payment has previously been made, such Indemnified Party shall promptly pay to the Indemnifying Party the lesser of (1) the amount of the insurance recovery (after deducting therefrom the full amount of the expenses incurred by the Indemnified Party in procuring such recovery and any Tax imposed on the net amount of such recovery) and (2) the amount of the indemnification payment previously made), and (B) any net Tax benefit actually realized by such Indemnified Party or its Affiliate with respect to the year of the Losses arising in connection with the accrual, incurrence or payment of any such Losses. (c) None of the Indemnified Parties shall be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that any Indemnified Party had already recovered Losses with respect to such matter pursuant to other provisions of this Agreement. Without limiting the generality of the foregoing, the operation of Section 2.8 is an exclusive remedy in respect of the assets and liabilities and related items taken into account in connection with the determination of the Closing Working Capital, and no Indemnified Party shall be entitled to any additional recourse in respect thereof, whether arising from a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossotherwise. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not No amount shall be liable for payable by any claim for indemnification Indemnifying Person pursuant to Section 10.1(a)(v), Section 10.1(b)(v11.1(a)(i) of this Agreement or Section 11.2(a10.1(a)(i) of the Share Purchase Agreement, on the one hand, or Section 11.1(b)(i) of this Agreement or Section 10.1(b)(i) of the Share Purchase Agreement, on the other hand, unless and until the aggregate amount of Losses indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing such sections equals or exceeds $5,000 400,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v"Threshold Amount"), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect which event the right to a breach of a Fundamental Representation or fraud) unless and until be indemnified shall apply to the aggregate full amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketThreshold Amount; and (iii) the maximum amount of indemnifiable Losses provided, however, that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or individual claims resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation Section 5.8(b) of $5,000 or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will less shall not be liable hereunder (other than aggregated for purposes of calculating the Threshold Amount or the Losses in excess of the Threshold Amount. Purchaser shall not be entitled to recover any amounts under Article 11 from Sellers if the basis for any claim for fraud) indemnity is or has been the basis for an amount in excess of any claim under the Purchase Price (ii) no Sellers will have Manufacturing and Distribution Agreements. The parties agree that the same claim shall not be permitted to be brought under both this Agreement and any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossRelated Document. (b) Notwithstanding anything to the contrary contained in this Agreement: , (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of aggregate indemnifiable Losses that which may be recovered from Purchaser arising out any Indemnifying Person pursuant to Section 11.1(a)(i) of this Agreement or resulting Section 10.1(a)(i) or of the Share Purchase Agreement, on the one hand, or Section 11.1(b)(i) of this Agreement or Section 10.1(b)(i) of the Share Purchase Agreement, on the other hand, shall be an amount equal to $8,000,000 in the aggregate and a maximum of $4,000,000 under each of this Agreement and the Share Purchase Agreement, and (ii) the maximum amount of the aggregate indemnifiable Losses which may be recovered from the matters set forth in Seller Indemnifying Persons pursuant to Section 11.3(a11.1(a)(ii), and 11.1(a)(vi) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will this Agreement shall be an amount equal to the Capaggregate Purchase Price paid under this Agreement, as finally adjusted in accordance with Article 3, plus the aggregate amount of the credits issued under Section 10.8 of the U.S. CD Manufacturing Agreement and 10.8 of the U.S. Distribution Agreement. (c) It is understood by the parties hereto that the limitations set forth in Section 11.5(a) or Section 11.5(b) do not apply to, and will not limit in any manner, Purchaser's or Sellers' right to indemnification pursuant to any other provision of Article 11 of this Agreement or Article X of the Share Purchase Agreement. It is further understood by the parties hereto that the limitations set forth in Section 11.5(a) or Section 11.5(b) do not apply to, and will not limit in any manner, Purchaser's right to indemnification with respect to any breaches of representations and warranties which do not exceed the Closing Threshold and, therefore, do not cause a failure of the condition in Section 10.2(a). (d) In computing Losses, such amounts shall be computed net of any related recoveries the Indemnified Person has received from insurance policies, or other related payments received from third parties, and net of any Tax benefits that actually reduce cash taxes by the Indemnified Person. If an Indemnified Person is entitled to receive an insurance recovery or related payment from a third party with respect to any Loss and receives any amounts after payment by the Indemnifying Party of such Loss or actually reduces cash taxes as a result of any such Loss, then the Indemnified Person shall reimburse the Indemnifying Party for any such amount. (e) In computing Losses that result from the untruth, inaccuracy or breach of any representation or warranty contained in this Agreement that is qualified by materiality or Material Adverse Effect, the related "Losses" shall be deemed to be the entire value associated with the untruth, inaccuracy or breach once such representation or warranty has been determined to be untrue, inaccurate or breached. For illustration purposes solely, and without the dollar values expressed in this paragraph being probative in any way with respect to the intent of the parties with respect to the definition of Material Adverse Effect and materiality, if (i) a Material Adverse Effect is deemed to be valued at $250,000; and (ii) a breach of a representation has resulted in "Losses" of $250,001, then the applicable "Losses" associated with such breach shall be deemed to be $250,001 (and not $1.00). (f) Absent fraud or unless otherwise specifically provided herein, the sole remedy for damages of a party hereto for any breach of the representations, warranties, covenants and agreements contained in this Agreement shall be the remedies contained in Article 11. (g) Any conversions between United States dollars and another currency shall be based on the average of the exchange rates for such conversion published in the Wall Street Journal on each of the five (5) Business Days preceding the day on which such conversion is to be calculated for purposes of carrying the terms of this Agreement. If the Wall Street Journal is not published on a Business Day in question, then the exchange rate published in the New York Times on such Business Day shall be used or, if neither is published on such Business Day, then the exchange rate quoted on such Business Day, or quoted the nearest Business Day preceding such Business Day, by Citibank, N.A. (or its successor), in New York City, New York, shall be used.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the maximum aggregate amount of indemnifiable Losses that which may be recovered from Sellers the Seller arising out of or relating to the causes set forth in Section 8.2(a), other than with respect of an individual claim or series of related claims under any of to the foregoing sections equals or exceeds $5,000 (Fundamental Representations, the “Per Claim Minimum”)Tax Representation and the IP Representation shall be the funds then existing in the Indemnity Escrow Fund; (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI Seller arising out of or resulting from relating to the matters set forth in Section 10.1(a)(v)IP Representation, Section 10.1(b)(vwhen aggregated with all other Losses covered by 8.5(a)(i) or Section 11.2(a) (other thanpaid by the Seller to indemnify the Buyer Indemnitees, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs25,000,000; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the maximum aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect the Seller arising out of an individual claim or series relating to the breach of related claims equals the Fundamental Representations or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other thanTax Representations, in each case when aggregated with respect all other Losses paid by the Seller to a breach of a Fundamental Representation or fraud) unless and until indemnify the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other thanBuyer Indemnitees, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the CapPurchase Price; and (iv) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller under Section 8.2(b), when aggregated with all other Losses paid by the Seller to indemnify the Buyer Indemnitees shall be limited to the Purchase Price; provided, that the foregoing clauses (i) and (ii) shall not apply to Losses arising out of fraud with intent to deceive or willful misrepresentation. The Indemnified Party may not make a claim for indemnification under Section 8.2(a) for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 8.1, except as otherwise provided in Section 8.1.

Limits on Indemnification. (a) Notwithstanding anything No party shall have any right to the contrary contained in seek indemnification under this Agreement: Agreement (i) Sellers will not be liable for any claim for indemnification pursuant with respect to Losses contemplated by Section 10.1(a)(v), Section 10.1(b)(v9.2(i) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not which would otherwise be liable indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed $250,000 in the aggregate (provided that for the sole purpose of determining whether this $250,000 amount has been satisfied no effect shall be given to any claim for indemnification pursuant to Section 10.1(a)(vMaterial Adverse Effect, materiality or similar qualifier or any threshold dollar amounts in any representation or warranty), Section 10.1(b)(vin which case such party (including such affiliated or related Persons) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will shall only be entitled to indemnification be indemnified for only such amount of Losses in excess of such aggregate amount, or (ii) for punitive, special, indirect or consequential damages, including lost profits, lost revenues, lost savings and increased costs of operations; provided, however, that the Basket; provisions of clause (i) immediately above shall not apply to any breach by Seller of the representations and (iiiwarranties contained in Section 4.3(a) the maximum amount and 4.5 or of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of any unwaived covenant or resulting from the matters agreement set forth in Section 10.1(a)(v6.10 or 6.15(a). After the Closing, Section 10.1(b)(v) or Section 11.2(a) (other than, in each case the remedies provided by this Article IX shall be the sole and exclusive remedy for the parties to this Agreement with respect to a breach of a Fundamental Representation any dispute arising from, or fraud) as related to, this Agreement, except in the case may be, will of fraud and except that injunctive relief (including specific performance) shall continue to be an amount equal to $50,000 (the “Cap”). Notwithstanding anything available to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or extent such remedy is in respect of a breach of any then surviving representation, warranty, covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Lossagreement. (b) Notwithstanding anything any provision of this Agreement, the liability of Seller under this Article IX shall be limited to an amount equal to $9,000,000; provided, however, that the contrary contained limitation set forth in this AgreementSection 9.6(b) shall not apply to: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless breach by Seller of the representations, warranties and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser covenants contained in respect of an individual claim or series of related claims equals or exceeds the Per Claim MinimumSections 4.3(a), 4.5, 6.10 and 6.15(a); (ii) Purchaser will not be liable to any breach by Seller of the representation and warranty contained in Section 4.15(a)(iv) relating to the identification on Schedule 4.15(a) (or any update thereto) of any contract or agreement relating to Indebtedness, provided, however, that Seller shall have no liability whatsoever for any claim failure to identify on Schedule 4.15(a) (or any update thereto) any contract or agreement relating to Indebtedness to the extent that the Indebtedness under such unidentified contract or agreement was taken into account for indemnification purposes of any adjustment to the Purchase Price pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation 3.3 hereof; or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) to any breach by Seller of the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth representation and warranty contained in Section 11.3(a4.15(d) relating to the identification on Schedule 4.15(d) (other than, in each case with respect or any update thereto) of any contract or agreement relating to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapSeller-Provided Indebtedness.

Limits on Indemnification. (a) In calculating amounts payable to an Indemnified Party, the amount of the Losses (i) shall not be duplicative of any other Loss for which an indemnification claim has been made, (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Loss, and (iii) shall be reduced to take account of any net Tax benefit realized by such Indemnified Party arising from the incurrence or payment of any indemnity payments hereunder. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit after the incurrence or payment of any indemnified Loss. (b) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification hereunder. (c) The Buyer shall not have any right to set-off any Losses against any payments to be made by the Buyer or any of its affiliates pursuant to any Ancillary Agreement to which the Buyer is a party or any other agreement with the Buyer or any of its affiliates. (d) In any case where an Indemnified Party recovers from third parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Section 9, such Indemnified Party shall promptly pay over to the Indemnifying Party 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) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (e) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for , to the extent that any claim for indemnification pursuant to Section 10.1(a)(v)employee, Section 10.1(b)(v) advisor, agent or Section 11.2(a) unless and until representative of the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim Buyer or series of related claims under any of its affiliates specified on Schedule 9.9(e) has, as of the foregoing sections equals date hereof, actual knowledge of any fact, event or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to circumstance which constitutes a breach of a Fundamental Representation or fraud) unless and until by the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation of their representations or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary warranties contained in this Agreement: (i) Purchaser will , then such fact, event or circumstance cannot be liable asserted by any Buyer Indemnified Party as a basis for any claim for indemnification pursuant to under this Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap9.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: Section 6.01 or Section 6.02, in no event shall any amount be recovered from the Corporation pursuant to Section 6.01(a) for any Corporation Indemnified Liabilities or the Purchaser pursuant to Section 6.02(a) for any Purchaser Indemnified Liabilities, as applicable, in each case until (i) Sellers will not be liable for the individual amount of any claim for indemnification pursuant to Section 10.1(a)(v)Corporation Indemnified Liability or Purchaser Indemnified Liability, Section 10.1(b)(vas applicable, exceeds $25,000 (the “De Minimis Amount”) or Section 11.2(aand (ii) unless and until the aggregate amount of indemnifiable Losses Corporation Indemnified Liabilities or Purchaser Indemnified Liabilities, as applicable, that may be recovered from Sellers in respect of an individual claim or series of related claims under any of exceed the foregoing sections equals or De Minimis Amount exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 350,000 (the “Basket”) whereupon ), at which time the Corporation or the Purchaser, as applicable, will be liable with respect to each Corporation Indemnified Liability or Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess Liability, as applicable, that exceeds the De Minimis Amount, regardless of the Basket; and (iii) provided, however, that the maximum amount of indemnifiable Losses that may Corporation’s liability for any such Corporation Indemnified Liability shall not be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters limited as set forth in this Section 10.1(a)(v), Section 10.1(b)(v6.04(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect if such Corporation Indemnified Liability relates to a breach of any representation or warranty contained in Article V Sections 3.01(a) and (c), Sections 3.02 through 3.06 (inclusive), 3.26, 3.27 or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss3.30. (b) Notwithstanding anything to the contrary contained Except as otherwise provided in this Agreement: (iSection 6.04(c) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case except with respect to a breach any claim arising out of a Fundamental Representation actual fraud or fraud) unless criminal conduct on the part of the Corporation or the Purchaser, from and until after the aggregate amount of indemnifiable Losses (disregarding Closing, indemnification under Sections 6.01 or 6.02, as applicable, shall be the sole and exclusive remedy available to any Purchaser Related Party or any Corporation Related Party, as applicable, for any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from based upon the matters set forth in Section 11.3(a) (this Agreement and the transactions contemplated hereby, and neither shall any Purchaser Related Party seek relief against any Corporation Related Party other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) 8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $10,000 (the “Basket”), in which case the Indemnifying Party shall be liable for the full amount of such Losses from the first dollar thereof; (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in Section 8.2(a) or Section 8.3(a), as the case may be, shall be an amount equal to $420,000 (the “General Cap”); provided, that the Basket and the General Cap shall not apply to Losses arising out of, or relating to the inaccuracy or breach of, any Fundamental Representation, any representation or warranty contained in Section 3.16, or to any representation or warranty in the event of Fraud; (c) the maximum aggregate amount of indemnifiable Losses (i) that may be recovered from Sellers in respect an Indemnifying Party arising out of or relating to an individual claim inaccuracy or series breach of related claims under any of Fundamental Representation shall be the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); Purchase Price, (ii) Sellers will not that may be liable for recovered from an Indemnifying Party arising out of any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(e) (other thanA) made on or prior to the date that is 90 months following the Closing Date shall be $20,000,000, in each case with respect (B) made after the date that is 90 months following the Closing Date, but on or prior to a breach of a Fundamental Representation the date that is 120 months following the Closing Date, shall be $10,000,000 or fraud(C) unless and until made after the aggregate amount of indemnifiable Losses date that is 120 months after the Closing Date shall be $5,000,000 or (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimumiii) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified an Indemnifying Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a8.2(f) unless and until shall be $5,000,000; and (d) the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will Seller Parties shall not be liable for obligated to indemnify the Buyer or any claim for indemnification pursuant to Section 11.3(a) (other than, in each case Person with respect to any Loss to the extent that a breach of a Fundamental Representation specific accrual or fraud) unless and until reserve for the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed such Loss was specifically taken into account in calculating the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapNet Adjustment Amount.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained herein, except in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v)the case of fraud, Section 10.1(b)(v) criminal activity, willful misconduct or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation and Warranty or fraudcovenant, (a) unless the Party Shareholders shall not be required to indemnify and hold harmless Xxxxxx Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; (b) the Party Shareholders shall not be required to indemnify and hold harmless Xxxxxx Indemnified Parties in the aggregate for the first Losses until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses Minimum Indemnity Amount has been met, provided that do not equal or exceed once the Per Claim Minimum) that may Minimum Indemnity Amount has been met, the indemnity obligation shall be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such full amount of Losses in excess of the Basket; Minimum Indemnity Amount, but subject to the Maximum Indemnity Amount and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v)Maximum Fundamental Indemnity Amount, Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 and as provided in this Section 7.3; (the “Cap”). Notwithstanding anything to the contrary herein, (ic) Seller will Xxxxxx shall not be liable hereunder required to indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; or (other than for any claim for fraudd) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will Xxxxxx shall not be liable for any claim for indemnification pursuant required to Section 11.3(a) unless indemnify and until hold harmless the Party Shareholder Indemnified Parties in the aggregate amount of indemnifiable Losses for the Minimum Indemnity Amount, provided that may once the Minimum Indemnity Amount has been met, the indemnity obligation shall be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such full amount of Losses in excess of the Basket; Minimum Indemnity Amount, but subject to the Maximum Indemnity Amount and (iii) the maximum amount of indemnifiable Losses that Maximum Fundamental Indemnity Amount, as the case may be recovered from Purchaser arising out of or resulting from and as provided in this Section 7.3. Notwithstanding anything to the matters set forth in Section 11.3(a) (other thancontrary contained herein, in each the case with respect to of a breach of a Fundamental Representation or fraudand Warranty, (a) as the case may be, will Party Shareholders shall not be an amount equal required to indemnify and hold harmless Xxxxxx Indemnified Parties in the Capaggregate for Losses more than the Maximum Fundamental Indemnity Amount; and (b) Xxxxxx shall not be required to indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Fundamental Indemnity Amount.

Limits on Indemnification. (a) Notwithstanding anything No claim may be asserted nor may any Proceeding be commenced against either Seller or Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Proceeding is received by such party describing in reasonable detail the subject matter of such claim or Proceeding on or prior to the contrary contained in this Agreement: (i) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v)date on which the representation, Section 10.1(b)(v) warranty, covenant or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual agreement on which such claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant Proceeding is based ceases to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v)8.1, Section 10.1(b)(v) irrespective of whether the subject matter of such claim or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation Proceeding shall have occurred before or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to after such Initial Sellers Lossdate. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) Purchaser in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Section 11.3(a8.2(b), 8.2(f) or 8.3(b) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds $100,000 (the Per Claim Minimum; (ii) Purchaser will not “Deductible”), after which the Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate full amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses Loss in excess of the Basket; and Deductible; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses that which may be recovered from Purchaser an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 11.3(a8.2(b) or 8.3(b) shall be equal to $1,500,000; provided, however, that in connection with: (A) a Breach of the representations and warranties contained in Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization), the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party shall be equal to $16,000,000; and (B) (1) a Breach of a Specified Representation other thanthan Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization) or (2) any Breach of which the Indemnifying Party had engaged in fraud or willful misconduct prior to the date hereof, the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in each case Section 8.2(b) or 8.3(b) shall not be subject to such limit; (iv) the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the cause set forth in Section 8.2(f) shall not be subject to limit but the obligation to provide indemnification for such Losses shall expire on the fourteen month anniversary of the Closing; (v) notwithstanding the foregoing, the limitations on damages set forth in Section 8.4(b)(ii) and (iii) shall not apply to Losses arising from the causes set forth in Article VII or in Sections 8.2(a), (c), (d) or (e) or 8.3(a), (c), (d) or (e). (c) Seller (including any officer or director of Seller) shall not have any right of contribution, indemnification or right of advancement from Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a breach Purchaser Indemnified Party. Purchaser (including any officer or director of Purchaser) shall not have any right of contribution, indemnification or right of advancement from Seller or any other Seller Indemnified Party with respect to any Loss claimed by a Fundamental Representation or fraudSeller Indemnified Party. (d) as the case may be, will Each payment by an Indemnifying Party made pursuant to this Article VIII shall be an amount equal reduced to the Capextent of any (i) insurance proceeds actually received by Purchaser or Seller, as applicable; (ii) tax benefits which are reasonably ascertainable following a review of the Indemnified Party’s entire Tax liabilities or (iii) reimbursements or similar payments actually received by Purchaser or Seller, as applicable, from a third party with respect to such payment; provided, however, Purchaser and Seller shall not have an obligation to seek any payments from, or take action with respect to, any insurance policies or third parties in lieu of or as a condition to receiving a payment from an Indemnifying Party under this Article VIII and any such action shall be at the sole and absolute discretion of Purchaser or Seller, as applicable.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not be liable for any No claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect asserted nor may any Action be commenced against any party hereto for breach of an individual any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other thanAction is received by such party describing, in each case reasonable detail, the facts and circumstances with respect to a breach the subject matter of a Fundamental Representation such claim or fraud) unless and until Action on or prior to the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal date on which the representation, warranty, covenant or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals agreement on which such claim or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled Action is based ceases to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters survive as set forth in Section 10.1(a)(v)9.01, Section 10.1(b)(v) irrespective of whether the subject matter of such claim or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation Action shall have occurred before or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to after such Initial Sellers Lossdate. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 11.3(a9.02(a) or Section 9.03(a), unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect of an individual claim or series of related claims the Indemnifying Party equals or exceeds $850,000 (the Per Claim Minimum“Deductible”), after which the Indemnifying Party shall be liable only for those Losses in excess of the Deductible; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser as a group), as an Indemnifying Party or otherwise arising out of or resulting from the matters causes set forth in Section 11.3(a) (other than, 9.02 or otherwise in each case connection with respect to a breach of a Fundamental Representation or fraud) as the case may be, will transactions contemplated hereby shall be an amount equal to 10% of the Purchase Price (the “Cap”); provided that the Cap and the Deductible shall not apply to claims for indemnification under Sections 9.02(b), (c) and (d) or Article VII, Losses resulting from a breach of any Fundamental Representations or Fraud, but, in each such case, instead the maximum aggregate amount of indemnifiable Losses will not exceed the Purchase Price; (iii) following the Closing no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any (A) punitive damages, (B) exemplary damages, or (C) loss of anticipated profits, (D) diminution in value, or (E) speculative or indirect damages relating to the breach or alleged breach of this Agreement or any Ancillary Agreement (other than any such damages that are payable to third parties); and (iv) notwithstanding any other provision of this Agreement to the contrary, the indemnification obligations of any Seller for any Losses resulting from Fraud shall not be subject to any of the limitations contained in this Section 9.04(b). But, the limitations set forth in clauses (iii)(C)-(D) do not extend to such damages that constitute reasonably foreseeable direct damages arising from any Seller’s breach of this Agreement. (c) For all purposes of this Article IX, each Loss shall be net of (i) any insurance or other recoveries payable to (to the extent recoverable) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit actually realized by the Purchaser, its Affiliates, any Company or Subsidiary arising in connection with the accrual or payment of such Loss in the tax year that such Loss was realized or the two tax years immediately thereafter. (d) For purposes of determining the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties are entitled to indemnification hereunder, the representations and warranties made by the parties hereto in this Agreement shall be construed as if any qualification or limitation that is based on materiality (including, without limitation, all usages of “material”, “Material Adverse Effect” or similar qualifiers) were omitted from the text of such representation, warranty or covenant.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 8.2(a) (other than breaches of Fundamental Representations) shall be [***]; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a(other than breaches of Fundamental Representations) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 [***] (the “Per Claim MinimumDeductible Amount”); (ii) Sellers will not , in which case the Seller shall be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of all Losses in excess of the Basket; and Deductible Amount (iii) subject to the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters limit set forth in Section 10.1(a)(v8.5(a)(i)); provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances, provided, that a Buyer Indemnified Party shall be entitled to dollar one indemnification from the Seller pursuant to Section 10.1(b)(v8.2(a) for breaches of Fundamental Representations and for indemnification from the Seller pursuant to Section 8.2(b)-(c); (iii) no party shall have a right to make a claim for any Loss for contingent or Section 11.2(a) (other thaninchoate claims and may claim only for a Loss that has, in each case with respect to a breach of a Fundamental Representation fact, been paid, becomes due and payable, or fraudincurred; (iv) as except in the case may beof Fraud, intentional misrepresentation or Willful Breach, under no circumstances will a Buyer Indemnified Party be an amount equal entitled to $50,000 (recover from the “Cap”). Notwithstanding anything to Seller, in the contrary hereinaggregate, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount amounts in excess of the Final Purchase Price in respect of any and all claims for indemnification for breaches of Fundamental Representations asserted; and (iiv) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Sellers will Buyer Indemnified Party shall have any indemnification obligation claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise. (b) For purposes of determining whether there is or was an inaccuracy in, or whether there has been a breach of, any representation or warranty herein and recalculating the amount of Losses hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty herein, all qualifications in Article V the representations and warranties herein as to “material”, “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited applicable to such Initial Sellers Lossrepresentation or warranty, shall be disregarded. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: , (ia) the Sellers will shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v8.02(a)(i) and Section 8.02(a)(iii), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect by the Purchaser Indemnified Party under this Agreement (together with the amount of an individual claim or series of related claims indemnifiable Losses which may be recovered by the Purchaser Indemnified Party under any of the foregoing sections BIT Agreement) equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 300,000 (the “Basket”), after which the Sellers shall be liable only for those Losses under Section 8.02(a)(i) whereupon and Section 8.02(a)(iii) of this Agreement and Section 7.02(a)(i) and Section 7.02(a)(iii) of the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses BIT Agreement in excess of the Basket; , and (iiib) the maximum amount of indemnifiable Losses that which may be recovered from Sellers under by the Purchaser Indemnified Parties pursuant to Section 10.1 8.02(a)(i) and Section 8.02(a)(iii) of this Article XI arising out Agreement and Section 7.02(a)(i) and Section 7.02(a)(iii) of or resulting from the matters set forth in Section 10.1(a)(v)BIT Agreement, Section 10.1(b)(v) or Section 11.2(a) (other thanas applicable, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 5,000,0000 (the “Cap”). Notwithstanding anything to the contrary hereinforegoing, (i) Seller will the Basket and the Cap limitations set forth in this Section 8.04 shall not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except apply with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossTax matters. (b) Notwithstanding anything to the contrary contained in this Agreement: , (ia) the Parent and the Purchaser will shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) 8.03(a)(i), unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Purchaser in respect by the Seller Indemnified Party under this Agreement (together with the amount of an individual claim or series of related claims indemnifiable Losses which may be recovered by the Seller Indemnified Party under the BIT Agreement) equals or exceeds the Per Claim Minimum; (ii) Basket, after which the Parent and the Purchaser will not shall be liable only for any claim for indemnification pursuant to those Losses under Section 11.3(a8.03(a)(i) (other than, in each case with respect to a breach of a Fundamental Representation or fraudthis Agreement and Section 7.03(a)(i) unless and until of the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses BIT Agreement in excess of the Basket; , and (iiib) the maximum amount of indemnifiable Losses that which may be recovered from Purchaser arising out by the Seller Indemnified Parties pursuant to Section 8.03(a)(i) of this Agreement and Section 7.03(a)(i) of the BIT Agreement shall be the Cap. (c) Notwithstanding Section 8.02 or resulting from the matters set forth in Section 11.3(a) (other than8.03, in each case no Indemnified Party shall be entitled to indemnification under this Article VIII with respect to a any amounts taken into consideration in computing any adjustment to the Purchase Price pursuant to Section 2.06. (d) The remedies provided in Section 6.01 and this Article VIII shall constitute the exclusive remedies of the parties hereto at law following the Closing for any breach of a Fundamental Representation representation, warranty or fraud) as covenant contained in this Agreement or any other Acquisition Document and the case parties hereto waive any other remedy which they or any other person entitled to be indemnified pursuant to Section 6.01 or this Article VIII may behave at law with respect to any breach of any such representation, will be an amount equal to the Capwarranty or covenant.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will An Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) 8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or Indemnifying Party exceeds $5,000 2,500,000, in which case the Indemnifying Party shall be liable for the entire amount of such Losses (the “Per Claim MinimumBasket Limitation”); (ii) Sellers will not be liable for any claim for and the aggregate indemnification pursuant to obligations of either Indemnifying Party under Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v8.3(a), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal limited to $50,000 (50,000,000; provided, however, that the “Cap”). Notwithstanding anything limitations under this Section 8.6(a) shall not apply to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by Section 3.16 (Taxes) and the Sellers, Sellers indemnification obligations under Section 11.2 will be limited Basket Limitation shall not apply to such Initial Sellers Lossthe matter set forth in Schedule 8.6(a). (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any No Indemnified Party may make a claim for indemnification pursuant to under Section 11.3(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than8.3(a), in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will for breach by the Indemnifying Party of a particular representation or warranty after the date on which such representations and warranties terminate (if such representation or warranty is subject to a time limit) as set forth in Section 8.1. (c) Each Indemnifying Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an amount equal Indemnified Party from any third party with respect thereto. (d) No Indemnifying Party shall be entitled to indemnification under this Article VIII for any punitive, indirect, consequential, special or exemplary damages, except to the Capextent payable in connection with, based on or arising out of a Third Party Claim. (e) Each Indemnified Party shall take all commercially reasonable measures to mitigate all Losses upon, and after becoming aware of, any event which could reasonably be expected to give rise to Losses. The parties agree that the limitations of Section 8.6(a) and the time limits of Section 8.6(b) shall not be applicable for any claims of indemnification pursuant to Section 8.2(b), 8.2(c), 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), or 8.3(g) it being understood that any such claims shall not be subject to any time limitations, baskets or maximum payment limitations. (f) The Acquiror Indemnified Parties shall not be entitled to indemnification hereunder regarding a breach of a representation, warranty or covenant in respect of which any of the individuals set forth on Schedule 8.6(f) had actual knowledge prior to the date hereof, other than with respect to the matters set forth in Schedule 8.6(a). The HRB Indemnified Parties shall not be entitled to indemnification hereunder regarding a breach of a representation, warranty or covenant in respect of which any of the individuals set forth on Schedule 1.1(a) had actual knowledge prior to the date hereof.

Limits on Indemnification. (a) Except for Damages based on fraud or willful breach, Xxxxxxx’ aggregate liability for Damages from indemnification claims under this Section 7 shall not exceed the Purchase Price. (b) In calculating the amount of indemnification payable to an Indemnified Party, the amount of the Damages claimed by the Indemnified Party (i) shall not be duplicative of any other Damage for which an indemnification claim has been made, and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damage. (c) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Damage for which it is entitled to seek indemnification hereunder. (d) In any case where an Indemnified Party recovers from a Third Party any amount in respect of any Damages with respect to which an Indemnifying Party has indemnified it pursuant to this Section 7, such Indemnified Party shall promptly pay over to the Indemnifying Party 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) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such Damages and (ii) any reasonable out-of-pocket costs and expenses incurred by the Indemnifying Party in pursuing or defending any claim arising out of such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement: , to the extent that any Knowledge Party of a Party has, as of the Closing Date, any actual knowledge (iwithout any duty of inquiry) Sellers will of any fact, event or circumstance which constitutes a breach by the other Party of any of such other Party’s representations, warranties or covenants in this Agreement, then such fact, event or circumstance cannot be liable asserted by the Party whose Knowledge Party has such knowledge as a basis for any indemnification claim for indemnification pursuant to against the other Party under this Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss7. (bf) Notwithstanding anything to the contrary contained in this Agreement: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES, LOSSES BASED UPON LOST REVENUES OR PROFITS, DIMINUTION OF VALUE, MULTIPLE OF EARNINGS, PROFITS OR CASH FLOW OR SIMILAR MEASURES, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY, THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR THEREOF OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; PROVIDED THAT NOTHING IN THIS SECTION 7.5 SHALL LIMIT OR RESTRICT (iA) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(aTHE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS SECTION 7 WITH RESPECT TO THIRD-PARTY CLAIMS, (B) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; EITHER PARTY’S LIABILITY FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 8, OR (iiC) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapXXXXXXX’ LIABILITY FOR BREACH OF SECTION 5.11.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will not the maximum aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, pursuant to Section 7.2 or Section 7.3, as applicable, shall be equal to the Escrow Amount (the “Cap”); provided, however, that the maximum aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, with respect to (x) breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (Taxes), (y) any Tax indemnification obligation under Section 7.2(c) and (z) any indemnification obligation under Sections 7.2(b) and 7.2(d) shall be equal to the Purchase Price, subject, in each case, to Section 7.5(a)(v); (ii) neither the Securityholders nor the Acquiror, as applicable, shall be liable to any Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v7.2(a) or Section 11.2(a) 7.3(a), as applicable, unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim the Securityholders or series of related claims under any of the foregoing sections Acquiror, as applicable, equals or exceeds $5,000 250,000 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , in which case the Securityholders or the Acquiror, as applicable, shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the BasketBasket Amount; provided, however, that the Basket Amount shall not apply to indemnifiable Losses resulting from breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (Taxes); (iii) the maximum amount of indemnifiable Losses that may Securityholders shall not be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case obligated to indemnify any Acquiror Indemnified Party with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything any Loss to the contrary hereinextent that a specific accrual or reserve for the amount of such identified Loss was reflected on the Interim Financial Statements, the Financial Statements or the notes thereto; (iiv) Seller will the Securityholders shall not be obligated to indemnify any Acquiror Indemnified Party with respect to any Loss to the extent that the Acquiror received a benefit from the reflection of such matter in the calculation of the adjustment of the Merger Consideration, if any, as finally determined pursuant to Section 2.11; and (v) the liability of each Securityholder with respect to any Losses hereunder shall be limited to such Person’s pro rata portion of such Losses (based upon the portion of the Merger Consideration received by such Securityholder), including in the event of fraud, and in no event shall any Securityholder be liable hereunder (other than for any claim for Losses, including in the event of fraud) for an amount , in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess portion of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapMerger Consideration actually received by such Person.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v9.02(a), Section 10.1(b)(v) 9.02(f), Section 9.02(g), Section 9.02(h), or Section 11.2(a) 9.03(a), as applicable, unless and until the aggregate amount of indemnifiable Losses that which may be recovered from Sellers in respect of the Indemnifying Party exceeds an individual claim or series of related claims under any of the foregoing sections equals or exceeds amount equal to $5,000 500,000 (the “Per Claim MinimumBasket Amount”); (ii) Sellers will not , after which the Indemnifying Party shall be liable only for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and Basket Amount, (iiiii) the maximum amount of indemnifiable Losses that which may be recovered from Sellers under Section 10.1 and this Article XI an Indemnifying Party arising out of or resulting from the matters causes set forth in Section 10.1(a)(v9.02(a), Section 10.1(b)(v9.02(f) or Section 11.2(a9.03(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 25,000,000, and (iii) Seller shall not be required to indemnify any Person under this Agreement or be liable to any Person under this Agreement under any theory of recovery whatsoever for Losses in the “Cap”aggregate exceeding the cash Purchase Price; provided, however, that the limitations set forth in clauses (i) and (ii) of this Section 9.04(a) shall not apply to (A) claims arising out of breaches of the Fundamental Representations, (B) claims pursuant to Section 9.02(c), (C) claims pursuant to Sections 9.02(d) and 9.02(e), or (D) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, and the limitations set forth in clause (ii) shall not apply to claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the extent such Excluded Taxes are Taxes of Seller or any its Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes. (b) Notwithstanding anything in this Agreement to the contrary, no Indemnifying Party shall have any Liability (including under this Article IX) for, and Losses shall be deemed to exclude, (i) any punitive damages, and (ii) any consequential or special damages, loss of profits, diminution in value, or damages based on any multiplier of the earnings, income or cash flow or any other premium or valuation methodology, except, (A) in the case of clause (ii), to the extent such damages or Losses are found to be (x) not based on any special circumstances of the party entitled to indemnification, and (y) are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of Action through which such damages are sought, or (B) in the case of clauses (i) and (ii), to the extent such Losses or damages are awarded and paid with respect to a Third Party Claim as to which a party is entitled to seek indemnification under this Agreement. Notwithstanding anything to the contrary and for the avoidance of doubt, any Taxes arising or resulting from an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent such Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of the Seller or the Companies (other than covenants to be performed by the Companies after the Closing unless performed at the direction and control of the Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any other document contemplated hereby shall be deemed direct damages and not consequential, special, or punitive damages for purposes of indemnification pursuant to Section 9.02(d). (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties of Seller, Parent and Purchaser contained in this Agreement shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, including, but not limited to, any investigations made (or not made) by any of Purchaser’s or Seller’s, as applicable, respective Representatives, or by reason of the fact that Purchaser or Seller, as applicable, or any of its Representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Seller and Purchaser hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, and regardless of the results of any such investigation, Purchaser and Seller have entered into this Agreement in express reliance upon the representations and warranties of the other and the Company made herein. Seller and Purchaser further acknowledge that, in connection with this Agreement, each has furnished to the other good and sufficient consideration in exchange for the representations and warranties made herein. (d) Except with respect to the representations and warranties set forth in Section 3.04 (No Conflict), Section 3.07 (Financial Information), Section 3.08 (Absence of Certain Changes), Section 3.13(a) (Employee Benefits Matters), Section 3.15(a)(iii) and (ix) (Material Contracts), Section 3.21 (Assets of the Business), Section 3.22 (Related Party Transactions) Section 4.11 (SEC Filings; Financial Statements) and Section 4.13 (Absence of Certain Changes), for purposes of (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to determining whether there has been a breach of any representation or warranty, and (ii) calculating Losses hereunder, any “materiality” or “Material Adverse Effect” or “Purchaser MAE” qualifier in any representation or warranty in Article V made by Seller, Purchaser or in respect of a breach of any covenant or agreement by the SellersParent, Sellers indemnification obligations under Section 11.2 will as applicable, shall be limited to such Initial Sellers Loss. (b) disregarded. Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will , Seller shall not be liable for any claim for indemnification for any Loss or Tax to the extent such Loss or Tax is included in the Closing Net Working Capital Amount or the Final Retained Liabilities Amount or otherwise deducted from the Purchase Price pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap2.02.

Limits on Indemnification. (a) Notwithstanding anything No amount shall be payable to the contrary contained an Indemnified Party in this Agreement: (i) Sellers will not be liable for satisfaction of any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v7.2(a) or Section 11.2(a7.2(b) above unless and until the aggregate Losses paid, incurred, sustained or accrued equal or exceed Five Hundred Thousand Dollars ($500,000) (the “Threshold”), at which time the Indemnifying Party shall indemnify the Indemnified Party for the full amount of all Losses from and including the first dollar of all such Losses; provided, however, that the Threshold shall not be applicable with respect to, and each Indemnified Party shall be entitled to be indemnified, subject to the limitations set forth in this Article VII, from the Escrow Amount and/or by the Securityholders on a several (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made), but not joint, basis, for all Losses arising out of or resulting from the indemnification obligation with respect to (x) the breach or inaccuracy of any representation or warranty (A) of the Company contained in Sections 3.1 (Organization and Qualification), 3.2 (Authority) or 3.5 (Capitalization), or (B) of any Securityholder contained in Section 2.3 (Ownership) of the Joinder Agreements, (y) any Claim for indemnification pursuant to Section 7.2(c), 7.2(d) or 7.2(e) or (z) fraud or intentional misrepresentation by such Person or by the Company and/or by any Securityholder. (b) Except as otherwise provided in this Section 7.5, the maximum aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims by Indemnified Parties under any of Section 7.2 shall be the foregoing sections equals or exceeds $5,000 Escrow Amount (the “Per Claim MinimumIndemnity Cap”); (ii) Sellers will provided, however, that the Indemnity Cap shall not be liable for any applicable with respect to, and each Indemnified Party shall be entitled to be indemnified, from the Escrow Amount and/or by the Securityholders on a several basis (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim for indemnification pursuant to Section 10.1(a)(vshall be made), Section 10.1(b)(v) for, all Losses arising out of or Section 11.2(a) (other than, in each case resulting from the indemnification obligation with respect to a (x) the breach or inaccuracy of a Fundamental Representation any representation or fraudwarranty (A) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; Company contained in Sections 3.1 (Organization and Qualification), 3.2 (iiiAuthority) or 3.5 (Capitalization) hereof, (B) of any Securityholder contained in Section 2.3 (Ownership) of the Joinder Agreements, (y) fraud or intentional misrepresentation by a Securityholder or by the Company, provided that the maximum amount of indemnifiable Losses that may be recovered by an Indemnified Party from Sellers a Securityholder pursuant to (x) and (y) hereof shall be limited to the consideration actually received by such Securityholder (including any Earn-Out Amounts or other consideration actually received by such Securityholder after the Closing) under this Agreement; provided further that in the event of a breach of Section 10.1 2.3 (Ownership) of the Joinder Agreements by a Securityholder or in the event of fraud or intentional misrepresentation by a Securityholder under the Joinder Agreements, such Securityholder’s indemnification obligation (and no other Securityholder’s obligations) for Losses shall be unlimited in amount. For the avoidance of doubt, no Securityholder shall have any liability with respect to breaches of representations, warranties or covenants by any other Securityholder or for fraud or intentional misrepresentation of any other Securityholder. (c) Without limitation of the indemnity obligations under this Article XI VII, from and after the consummation of the Closing, (i) the Surviving Corporation shall have no obligation or liability whatsoever in respect of Losses arising out of or resulting from the matters indemnification obligations in this Article VII; and (ii) notwithstanding anything in this Agreement to the contrary other than Section 5.13, the Securityholders shall have no right of indemnification, contribution or reimbursement from or remedy against the Surviving Corporation and/or any employee of the Surviving Corporation as a result of any indemnification they are required to make under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation in this Agreement or in any certificate, document or other instrument delivered herewith, and, except as set forth in Section 10.1(a)(v)5.13, Section 10.1(b)(v) the Securityholders shall be deemed to have released, waived and forever discharged any right to indemnification, contribution or Section 11.2(a) (reimbursement that they may have at any time after the consummation of the Closing against the Surviving Corporation under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other than, in each case with respect to a breach obligation of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything Company related to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything period prior to the contrary Closing contained in this Agreement: (i) Purchaser will not be liable for , any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser Ancillary Agreement or in respect of an individual claim any certificate, document or series of related claims equals other instrument delivered herewith or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap.therewith.1

Limits on Indemnification. (a) The right to indemnification, payment of Losses or other amounts pursuant to this Agreement or other remedy based upon any representation, warranty, covenant, obligation or other provision contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, obligation or other provision or the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, obligation or other provision, and will not affect the right to indemnification or the right to receive any other payments based on such representations, warranties, covenants, obligations and other provisions. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections Seller equals or exceeds $20,000 (the “Indemnification Basket”) whereupon the Purchaser ), in which case Seller shall only be obligated to indemnify such Buyer Indemnified Party will be entitled to indemnification for only such the amount of such Losses in excess of the Indemnification Basket; and (iii) the maximum aggregate amount of indemnifiable Losses that which may be recovered from Sellers under by the Buyer Indemnified Parties pursuant to Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v8.2(a) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 720,000 (the “Cap”). Notwithstanding anything to ; provided, that the contrary herein, limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Seller, or (y) any representation and warranty that was made by Seller will fraudulently. Seller shall not be liable hereunder (other to any Buyer Indemnified Parties for indemnification under Section 8.2(a) in an aggregate amount greater than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have the “Fundamental Cap”); provided, that the limitation in this sentence shall not apply to any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a inaccuracy in or breach of any representation or and warranty in Article V or in respect of a breach of any covenant or agreement that was made by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers LossSeller fraudulently. (bc) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims Buyer equals or exceeds the Per Claim MinimumIndemnification Basket, in which case Buyer shall only be obligated to indemnify such Seller Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; and (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the maximum aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that which may be recovered from Purchaser equals or exceeds by the Basket whereupon the Sellers Seller Indemnified Parties will be entitled pursuant to indemnification for only such amount of Losses in excess of the Basket; and (iiiSection 8.3(a) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to the Cap; provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Buyer, or (y) any representation and warranty that was made by Buyer fraudulently. Buyer shall not be liable to any Seller Indemnified Parties for indemnification under Section 8.3(a) in an aggregate amount greater than the Fundamental Cap; provided, that the limitation in this sentence shall not apply to any inaccuracy in or breach of any representation and warranty that was made by Buyer fraudulently. (d) For purposes of (i) determining whether a breach of or inaccuracy in a representation or warranty has occurred pursuant to this Agreement and (ii) calculating the amount of Losses arising from a breach of or inaccuracy in any representation and warranty for which an Indemnified Party is entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement shall be read without giving effect to the words “material”, “Material Adverse Effect”, “in any material respect”, “in all material respects” and similar phrases or qualifiers (and shall be treated as if such words were deleted from such representation or warranty). (e) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to collect such insurance proceeds and less increases in premiums attributable to such amounts.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Sellers will not no amount shall be liable for any claim for indemnification payable by Millennium pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a9.2(a)(i) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or pursuant to Section 9.2(a)(i) exceeds $5,000 1,500,000, at which point Millennium shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (the “Per Claim Minimum”i) breaches by Millennium of its representations and warranties set forth in Section 3.1 (Selling Parties’ Authority; Enforceability); , Section 3.2 (Organization and Good Standing), Section 3.3 (Ownership Structure and Equity Interests), Section 3.4 (Preferred Units and NP Land Units) and Section 3.24 (Brokers and Finders), and (ii) Sellers will not be liable for intentional or reckless acts or omissions by any claim for indemnification Selling Party that result in termination of this Agreement pursuant to Section 10.1(a)(v), Section 10.1(b)(v) Article VIII or Section 11.2(a) (other thanclaims for or in the nature of fraud or willful misrepresentation, in each case with respect of (i) and (ii) which Damages shall be indemnified against in their entirety; (b) no amount shall be payable by Nevada Palace and Esquire pursuant to a breach of a Fundamental Representation or fraudSection 9.2(b)(i) unless and until the aggregate amount of indemnifiable Losses (disregarding any all claims for Losses Damages that do not equal or exceed the Per Claim Minimumare indemnifiable pursuant to Section 9.2(b)(i) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (250,000, at which point Nevada Palace and Esquire shall be obligated to indemnify as to the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by Nevada Palace and Esquire of its representations and warranties set forth in Section 3.2 (Organization and Good Standing), Section 3.3 (Ownership Structure and Equity Interests), Section 3.4 (Preferred Units and NP Land Units) and Section 3.24 (Brokers and Finders), to the Basket; extent not duplicative of its indemnification obligations under Section 9.2(a)(i), and (iiiii) intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (c) no amount shall be payable by the Oaktree Parties to Millennium or any Seller Indemnified Party that is an Affiliate or Representative of Millennium (which shall exclude Nevada Palace, Esquire, NP Land, WCW and Xxxxxxx (but only to the extent of Xxxxxxx’x interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) unless the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(c)(i) exceeds $1,500,000, at which point the Oaktree Parties shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by the Oaktree Parties of their representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Oaktree Parties’ Authority; Enforceability) and Section 4.5 (Brokers and Finders), and (ii) intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (d) no amount shall be payable by the Oaktree Parties to Nevada Palace, Esquire or any Seller Indemnified Party that is an Affiliate or Representative of Nevada Palace or Esquire (which shall exclude Millennium, the Company, Cannery, Rampart, Nevada LLC, Xxxxxx or Xxxxxxx (but not to the extent of Xxxxxxx’x interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) unless the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(c)(i) exceeds $250,000, at which point the Oaktree Parties shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by the Oaktree Parties of their representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Oaktree Parties’ Authority; Enforceability) and Section 4.5 (Brokers and Finders), and (ii) intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (e) the maximum amount of indemnifiable Losses that Damages for which indemnity may be recovered from Sellers under Millennium pursuant to Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v9.2(a)(i) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $50,000 (the “Cap”). Notwithstanding anything 15,000,000; provided, however, that such amount shall not apply to the contrary herein, (i) Seller will not be liable hereunder (other than intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect the nature of a breach of any covenant fraud or agreement by the Sellerswillful misrepresentation, Sellers indemnification obligations under Section 11.2 will which shall be limited to such Initial Sellers Loss.indemnified against in their entirety; (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iiif) the maximum amount of indemnifiable Losses that Damages for which indemnity may be recovered from Purchaser arising out of or resulting from the matters set forth in Nevada Palace and Esquire pursuant to Section 11.3(a9.2(b)(i) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal to $2,200,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the Capnature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (g) the maximum aggregate amount of Damages for which indemnity may be recovered from the Oaktree Parties by Millennium or any Seller Indemnified Party that is an Affiliate or Representative of Millennium (which shall exclude Nevada Palace, Esquire, NP Land, WCW and Xxxxxxx (but only to the extent of Xxxxxxx’x interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) shall be an amount equal to $15,000,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (h) the maximum aggregate amount of Damages for which indemnity may be recovered from the Oaktree Parties by Nevada Palace, Esquire or any Seller Indemnified Party that is an Affiliate or Representative of Nevada Palace or Esquire (which shall exclude Millennium, the Company, Cannery, Rampart, Nevada LLC, Xxxxxx or Xxxxxxx (but not to the extent of Xxxxxxx’x interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) shall be an amount equal to $2,200,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (i) the amount of any Damages claimed by any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Indemnified Party shall reimburse the Indemnifying Party(ies) for such reduction in Damages for which such Indemnified Party was indemnified prior to the realization of such reductions of Damages); (j) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, 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 losses subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; (k) subject to the terms and conditions of the Company Amended Operating Agreement and the NP Land Amended Operating Agreement, to the extent the Company or NP Land makes a distribution to Millennium or AcquisitionCo (with respect to the Company) or Nevada Palace or LandCo (with respect to NP Land) to satisfy the indemnification obligations under this Article IX, then in order to mitigate the effect on the Indemnified Party of the use of funds of an Acquired Company to satisfy such indemnification obligations, (i) in the case of a payment characterized as a distribution, the distribution made by the Company or NP Land will be increased by such an amount that will cause a pro rata distribution to all members of the Company or NP Land, as applicable, to be made (and the Company Amended Operating Agreement and the NP Land Amended Operating Agreement will reflect the same) and (ii) in the case of a payment not characterized as a distribution, any distribution otherwise payable to the Indemnifying Party shall be withheld and paid to the Indemnified Party in an amount that will cause a pro rata payment to all members of the Company or NP Land, as applicable, to be made (and the Company Amended Operating Agreement and the NP Land Amended Operating Agreement will reflect the same); provided, however, that any payment by the Company or NP Land to fulfill the indemnification obligations of an Indemnifying Party shall be subject to applicable restrictions on the payment of distributions or other sums contained in the Credit Agreement, the Note Purchase Agreement or the NP Business Loan Agreement; and (l) the materiality and other similar qualifications contained in Articles III or IV shall be disregarded for the purpose of calculating the amount of Damages under this Article IX.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) 9.02 unless and until the aggregate amount of indemnifiable Losses that which may be recovered from the Indemnifying Party exceeds an amount equal to one million dollars ($1,000,000) (the “Liability Threshold”), provided that once the Liability Threshold is reached, Sellers in respect shall be liable for all claims back to dollar zero; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Section 9.02 shall be an amount equal to thirty million dollars ($30,000,000) (the “Cap”) and (iii) an Indemnifying Party shall not be liable for any individual claim or series of related individual claims under any for indemnification pursuant to Section 9.02 unless the amount of indemnifiable Losses which may be recovered from the foregoing sections equals Indemnifying Party for each individual claim or series of related individual claims exceeds ten thousand dollars ($5,000 10,000) (the “Per Claim Minimum”), after which the Indemnifying Party shall be liable for all of such Losses back to dollar one; provided, however, to the extent that the representations and warranties contained in Article IV (including Annex H) relate to an Owned Real Property, if the claim or series of related individual claims relates to breach of such representations and warranties and results in making it impossible or against applicable Law for Purchaser or its Affiliates to rent such Owned Real Property to a third party, the Per Claim Minimum shall not apply with respect to such claim or series of related individual claims related to such breach; provided, further, that any Losses arising out of (i) a breach of the representations and warranties contained in Section 3.02 or (ii) Sellers will any claim asserted pursuant to item (iv) or item (v) of Section 9.02 shall not be liable for any claim for indemnification pursuant subject to Section 10.1(a)(v)the Liability Threshold, Section 10.1(b)(v) the Cap or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Party shall not be entitled to indemnification pursuant to Section 9.02 for any Losses to the extent such Losses relate solely to Taxes attributable to a Post-Closing Tax Period. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnified Party shall not be entitled to indemnification pursuant to this Article IX for any Losses resulting from, or relating or attributable to, any Tax attribute of any of the Target Companies, including but not limited to any net operating loss carryover or credit carryover, any capital loss or Tax attribute which may be affected in any way by the acquisition of control under applicable Law, or the determination that any such Tax attribute is subject to any limitation on its use under applicable Law. (d) During the survival period, if any of the representations and warranties set forth on Annex H are determined to have been breached by RHA Seller as of the Closing Date, RHA Seller may elect to take such actions, by delivery to Purchaser of written notification within ten (10) days of receipt of the applicable Claim Notice, at such RHA Seller’s sole cost and expense, as are necessary to render the applicable representation or warrant accurate within forty five (45) days of receipt of the applicable Claims Notice. (e) Each Indemnified Party shall use reasonable best efforts to mitigate any claim or Liability that an Indemnified Party asserts under this Article IX and shall make a good-faith effort to recover all Losses from insurers of such Indemnified Party under applicable insurance policies so as to reduce the amount of Losses hereunder. In the event that an Indemnified Party shall fail to use such efforts to mitigate or recover for any claim or Liability, then notwithstanding anything else to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the neither Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other thannor Purchaser, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will shall be an amount equal required to indemnify any Indemnified Party for any Loss that could reasonably be expected to have been avoided or reduced if the CapIndemnified Party had made such efforts.

Limits on Indemnification. (a) Notwithstanding anything A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the contrary contained in this Agreement: party against whom it is made no later than sixty (i60) Sellers will days after expiration of said period. The Indemnitee agrees to give to the Indemnitor reasonable notice of any claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Indemnitor shall not be liable for any claim for indemnification pursuant or with respect to Section 10.1(a)(v), Section 10.1(b)(vthe first Five Thousand Dollars ($5,000) or Section 11.2(a) unless and until of the aggregate amount of indemnifiable Losses that may all such damages and liabilities (including related costs and expenses) for which the Indemnitor, but for this sentence, would be recovered from Sellers in respect of an individual claim liable under this Agreement or series of related claims under any of the foregoing sections equals certificate or exceeds $5,000 instrument furnished to Indemnitee pursuant hereto (hereinafter the “Per Claim MinimumBasket”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v)provided, Section 10.1(b)(v) or Section 11.2(a) (other thanhowever, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the event the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or all such damages and liabilities exceed the Per Claim MinimumBasket, the Indemnitor shall be liable for all such damages and liabilities (including related costs and expenses) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of first dollar notwithstanding the Basket; and provided, further, that the Basket shall not apply to (i) any claim of Indemnitee relating to any intentional misrepresentation by or on behalf of the Indemnitor, (ii) any claim relating to any liability of Indemnitee for any liability to be retained or paid by the Seller pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any obligation or covenant of the Indemnitor or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing hereunder, or (v) any inaccuracy or incorrectness in any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim 3.02, 3.03, or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Cap3.30 hereof.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (i) Sellers will Except as set forth below, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 10.1(a)(v7.1 or Section 7.2, as the case may be, until the aggregate amount of all indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $5 million (the “Basket”), Section 10.1(b)(vin which case the Indemnifying Party shall be liable for only the amount of such Losses that exceeds the Basket; (ii) or Section 11.2(a) unless and until except as set forth below, the maximum aggregate amount of indemnifiable Losses that the JGW Parties may recover under Section 7.1 or that the Peach Parties may recover under Section 7.2 shall be recovered from Sellers in respect an amount equal to $40 million; and (iii) any liability for indemnification hereunder shall be determined without duplication of an individual claim or series of related claims under any recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement; provided, however, that the foregoing sections equals clauses (i) and (ii) shall not apply to Losses arising out of or exceeds $5,000 relating to fraud or intentional misrepresentation on the part of the Indemnifying Party, breaches of the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.16, 3.21, 4.1, 4.2, 4.4, 4.16 and 4.21 (the “Per Claim MinimumSpecial Representations”) or the provisions of Sections 7.1(c), 7.1(d) and 7.1(e). (b) (i) Prior to the consummation of an IPO by JGW (or any successor entity formed for such purpose, including in an Up-C Structure), the sole recourse of the Peach Parties for any indemnification obligations of JGW pursuant to this Article VII shall, unless the Non-Peach Holders elect to settle such indemnification obligations in cash, be the preferential distributions provided for in Section 7.5(a), and the sole recourse of the JGW Parties for any indemnification obligations of Peach Group pursuant to this Article VII shall, unless Peach Group elects to settle its indemnification obligations in cash, be the preferential distributions provided for in Section 7.5(b). From and after the consummation of an IPO by JGW (or any successor entity formed for such purpose, including in an Up-C Structure), the sole source of recovery for Losses arising from any claim for indemnification pursuant to this Article VII shall be as provided in Section 7.5(d) and the preferential distributions contemplated in Sections 7.5(a) and 7.5(b) shall no longer apply; (ii) Sellers will not be liable for provided, however, that the assets of Peach Group available to satisfy any claim for indemnification pursuant to Section 10.1(a)(v7.1(d) shall not include the proceeds received from the sale of any JGW Common Interests or JGW successor securities received by Peach Group or any of the holders of equity interests in Peach Group (“Peach Group Holders”), except as required pursuant to Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(v7.4(b)(ii), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect and any such proceeds that are not required to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal available to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for satisfy any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Purchaser will not be liable for any claim outstanding claims for indemnification pursuant to Section 11.3(a7.1(d) may be freely distributed to the Peach Group Holders. In furtherance of the foregoing, Peach Group shall not distribute any JGW Common Interests or JGW successor securities, or otherwise transfer any JGW Common Interests or JGW successor securities (except in an arm’s length transaction involving an unaffiliated third-party purchaser under circumstances that are permitted under Article VIII of the Fifth Amended and Restated JGW Limited Liability Company Agreement), without the prior written consent of JLL Partners, Inc. (on behalf of the Non-Peach Holders), unless and until such Peach Group Holders or other transferees receiving such securities and/or cash execute a joinder agreeing to be bound by the aggregate indemnity obligations of Peach Group in connection with the transactions contemplated by this Agreement; provided, however, that each Peach Group Holder or other transferee shall only be liable for its pro rata portion of the amount of any indemnifiable Losses that may (determined based on the number of JGW Common Interests, or JGW successor securities and/or the amount of cash set aside pursuant to Section 7.4(b)(ii) received by such Peach Group Holder or transferee) and the sole recourse against such Peach Group Holders or other transferees shall be recovered from Purchaser the JGW successor securities or JGW Common Interests held by such Peach Group Holders or any cash set aside pursuant to Section 7.4(b)(ii). Except as provided in the immediately preceding sentence, no Peach Group Holder shall have any obligation to make any contribution to Peach Group or make any payment to Peach Group or any Indemnified Party in respect of an individual claim or series any obligation of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the CapPeach Group under this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to From and after the contrary contained in this Agreement: (i) Sellers Closing, the Securityholders will not be liable for have any claim for indemnification pursuant obligation to indemnify Parent Indemnitees with respect to any Indemnifiable Losses arising under Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a8.2(a)(i) (other thanthan Parent Indemnifiable Losses based upon, in each case with respect to a arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Fundamental Representation or fraudTax Representation, and (3) unless any breach of the representation and warranty set forth in Section 4.5(d)) until the Parent Indemnitees shall first have suffered such aggregate amount Indemnifiable Losses in excess of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 50,000.00 (the “Basket”) whereupon (at which point the Purchaser Indemnified Party Securityholders will be entitled obligated to indemnification indemnify Parent Indemnitees for only all such amount of Indemnifiable Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Sellers under Section 10.1 and this Article XI arising out of or resulting from the matters set forth in Section 10.1(a)(vfirst dollar), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (iii) except with respect to a breach of any representation or warranty in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to such Initial Sellers Loss. (b) Notwithstanding anything The aggregate liability of the Securityholders pursuant to this Article 8 with respect to all Parent Indemnifiable Losses under Section 8.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the contrary contained Capitalization Representations, (2) any breach of a Tax Representation, and (3) any breach of the representations and warranties set forth in Section 4.5(d)) shall not exceed $4,000,000.00. For the avoidance of doubt, the aggregate liability of the Securityholders pursuant to this Article 8 with respect to all Parent Indemnifiable Losses based upon, arising out of or caused by a breach of the Capitalization Representations, Tax Representations and the representations and warranties forth in Section 4.5(d) shall not be limited under this Section 8.3(b). (c) The aggregate liability of each Founder with respect to all Parent Indemnifiable Losses arising under Section 8.2(a) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations) shall not exceed the aggregate Merger Consideration received by all Securityholders pursuant to this Agreement. For purposes of this Section 8.3(c), each Xxxxxx Share shall be valued at the Trailing Average for purposes of determining the aggregate Merger Consideration received by all Securityholders pursuant to this Agreement. (d) The aggregate liability of each Securityholder (other than the Founders, whose liability is not limited by this subsection (d)) with respect to all Parent Indemnifiable Losses arising under Section 8.2(a) shall not exceed the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. For purposes of this Section 8.3(d), each Xxxxxx Share shall be valued at the Trailing Average for purposes of determining the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. (e) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 8 shall be net of the excess, if any, of (i) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (ii) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under clause (i) above. (f) The liability of any Person under Article 8 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement: , including but not limited to the provisions set forth in Section 8.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (i) Purchaser will not be liable for the amounts of recovery sought or awarded in any such claim for indemnification pursuant to Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; fraud, (ii) Purchaser will not be liable for any the time period during which a claim for indemnification pursuant to Section 11.3(afraud may be brought, or (iii) (other than, in each case the recourse which any such Person may seek against another Person with respect to a breach of a Fundamental Representation or claim for fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses ; provided, that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to such rights and remedies at law or equity, the parties hereto further acknowledge and agree that none of the provisions of this Article 8, nor any reference to Article 8 throughout this Agreement, shall be deemed a breach waiver of a Fundamental Representation any defenses which may be available in respect of actions or claims for fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (g) as For purposes of determining whether any representation or warranty has been breached for purposes of this Article 8, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read, taking into account the case may beinformation provided in the Company Disclosure Schedule, will be an amount equal without regard to the Capmateriality (including Company Material Adverse Effect or Xxxxxx Material Adverse Effect) or Knowledge qualifications contained therein.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers will not herein, no Indemnified Party shall have a right to be liable indemnified for any claim for indemnification pursuant to Losses under Section 10.1(a)(v8.02(a), and Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the foregoing sections equals or exceeds $5,000 (the “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud8.03(a) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for excluding the Losses that do not are less than the Threshold) for which the Indemnified Party is entitled to indemnification exceeds an amount equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 to [Redacted – commercially sensitive information] (the “BasketDeductible”) whereupon ), after which the Purchaser Indemnified Party will shall, subject to any limitations or restrictions set forth in this Article XIII, be entitled to indemnification for only such all Losses in excess thereof. (b) The maximum amount of Losses for which Parent Indemnified Parties, in excess the aggregate, shall be entitled to receive indemnification under Section 8.02(a), Section 8.02(b) and Section 8.02(c) shall be the lesser of (i) [Redacted – commercially sensitive information] and (ii) the then- Fair Market Value of the Basket; and Indemnification Escrow Shares then remaining in escrow, payable as set forth in Section 8.06(a). (iiic) the The maximum amount of indemnifiable Losses that may for which Sole Stockholder Indemnified Parties, in the aggregate, shall be recovered from Sellers entitled to receive indemnification under Section 10.1 8.03(a), Section 8.03(b) and Section 8.03(c) shall be [Redacted – commercially sensitive information], payable as set forth in Section 8.06(b). (d) Notwithstanding anything to the contrary in this Article XI Agreement, the limitations set forth in this Section 8.04 shall not apply to or have any effect upon any claim for indemnification (i) pursuant to Section 8.02 with respect to Losses arising out of or resulting from the matters indemnities set forth in on Schedule 8.02(e) and (ii) for Losses pursuant to Section 10.1(a)(v), Section 10.1(b)(v8.02(d) or Section 11.2(a) (other than8.03(e), in each case with respect to a breach and the Indemnifying Party shall indemnify an Indemnified Party from and against the entirety of a Fundamental Representation or fraud) as such Losses; provided, however, that the case may be, will be an amount equal to $50,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will Indemnifying Party shall not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless to indemnify an Indemnified Party from and until against any Losses which arise after the Final Closing occurs; end of any applicable statute of limitations. (e) For the sole purposes of determining Losses under this Article VIII (and (iii) except with respect to a not for determining whether any breach of any representation or warranty has occurred), the representations and warranties of the parties shall be determined without regard to any materiality, material adverse effect or other similar qualification contained in Article V or in respect of a breach of any covenant or agreement by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited otherwise applicable to such Initial Sellers Lossrepresentation or warranty. (bf) Notwithstanding anything to the contrary contained The amount of any Losses incurred by a Sole Stockholder Indemnified Party or Parent Indemnified Party in this Agreement: (i) Purchaser will not be liable for connection with any claim for indemnification pursuant shall be reduced to Section 11.3(a) unless take into account any related Actual Tax Benefit and until the aggregate amount of indemnifiable Losses that may be amounts actually recovered from Purchaser in respect of an individual claim or series of related claims equals or exceeds the Per Claim Minimum; (ii) Purchaser will not be liable for any claim for indemnification pursuant to Section 11.3(a) insurers (other than, in each case with respect than under self-insurance arrangements) as a result of the facts and circumstances giving rise to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable such Losses (disregarding net of deductibles, retentions, co-insurance, any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Purchaser equals or exceeds the Basket whereupon the Sellers Indemnified Parties will be entitled retrospective premiums, and other recovery costs and expenses, including premium increases, attributable to indemnification for only such amount of Losses in excess of the Basket; and (iii) the maximum amount of indemnifiable Losses that may be recovered from Purchaser arising out of or resulting from the matters set forth in Section 11.3(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) as the case may be, will be an amount equal to the Caprecovery).