Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder no Indemnifying PersonsParty shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the Company case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties and equals or exceeds $547,500 (the Company Preferred Shareholder “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified PersonsBasket Amount, in which case the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall only be entitled to indemnification liable for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(c) and Section 9.2(d), as the case may be, shall be an amount equal to $2000547,500; (d) resulting the maximum aggregate amount of indemnifiable Losses which may be recovered from a single claim Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or series of related claims arising out of agreement requiring performance at or prior to the same factsClosing), events or circumstancesshall be an amount equal to $2,700,000; and (iiie) in no event the Sellers shall not be obligated to indemnify the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) Buyer or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and Person with respect to any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Loss to the extent actually awarded by that a court specific accrual or reserve for the amount of competent jurisdiction and paid to a third party such Loss was taken into account in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after calculating the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursementsNet Adjustment Amount; provided, that nothing herein (i) the foregoing clauses (a) and (b) shall require not apply to Losses arising out of or relating to the breach or inaccuracy of any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall takeFundamental Representation, and cause its Affiliates (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to take, all reasonable steps to mitigate any Loss upon becoming aware Losses in the event of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossFraud.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted nor may any Action be commenced against either party 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 Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action 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) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b9.02(i) or Section 9.03(i), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 2,865,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, amount; (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, Section 9.03 by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate losses Losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) 35,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02(i) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 9.03(i) shall be the sole source from which an amount equal to $85,950,000; and (iv) neither party hereto shall have any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party liability under any provision of this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Agreement or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim Ancillary Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, or loss of business reputation or opportunity)opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, except for any such damages unless and to the extent actually awarded by a court of competent jurisdiction and paid that such party is required to pay any such punitive, incidental, consequential, special or indirect damages to a third party party. Notwithstanding anything in a Third Party Claimthis Section 9.04(b) to the contrary, the limitations set forth in Sections 9.04(b)(i) and (iii) hereof shall not apply to Losses which may be recovered from the Seller arising out of or resulting from the breach of Sections 3.03 (Capitalization; Ownership of Shares) or 3.15 (Taxes) hereof. (c) No investigation For all purposes of this Article IX, “Losses” shall be net of (i) any insurance or other recoveries actually received by an Indemnified Party, or knowledge by an the Indemnified Party or its representatives Affiliates in connection with the facts giving rise to the right of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at indemnification and (ii) any time after the date of this Agreement, shall affect the recourse Tax benefit available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party its Affiliates arising in connection with the accrual, incurrence or payment of any such LossesLosses (including the net present value of any Tax benefit arising in subsequent taxable years, calculated using a discount rate equal to the long-term applicable federal rate determined under Code Section 1274(d) for the month in which the indemnification event occurs and assuming the highest applicable combined statutory rate of Tax then in effect). In computing the Tax benefit so available, it shall be assumed that all losses, credits, deductions and other Tax attributes of the Indemnified Party and its Affiliates other than those arising from Losses indemnified against pursuant to Article IX of this Agreement shall use reasonable and diligent efforts be applied to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any reduce the Tax liability of the Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate before any deduction or other Tax benefit from the Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossis so applied.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive or consequential Losses or for any lost profits; (ii) no indemnification shall arise under this Agreement for any breach or Third Party Claim which results from or is increased wholly or partly as a result of any change in applicable Laws (including Environmental Laws) after the Company Indemnifying Parties and the Company Preferred Shareholder Closing Date; (iii) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02(a)(i) (except with respect to Sections 3.01, or 8.2(c3.02, 3.03 and 3.21) respectivelyof this Agreement, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 16,110,000, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party shall be liable only for those Losses in excess of $16,110,000 (each, an the “Indemnified PartyDeductible Amount”), respectively, shall be entitled to indemnification for the full amount of such Losses, ; (iiiv) no Losses may be claimed under Section 9.02(a)(i) (except with respect to Sections 3.01, 3.02, 3.03 and 3.21) of this Section 8.2(a). 8.2(b), or 8.2(c), respectively, Agreement by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (iiii) above other than Losses in excess of Two Thousand Dollars ($2000) US100,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iiiv) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 9.02(a)(i) shall be an amount equal to $80,550,000; and (vi) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the sole source from which any Indemnified Party relevant Losses cease to be contingent or may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIquantified. (b) In no event No Party shall have any Indemnified Party be entitled to recover or make a claim liability under any provision of this Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded that such Losses relate to, wholly or partly, or are increased in any way as a result of actions, omissions or failure to mitigate by a court the other Party or its Affiliates, officers, directors, employees and agents. Each Party shall take and shall cause to be taken all steps necessary to mitigate all such Losses immediately after becoming aware of competent jurisdiction and paid any event that could reasonably be expected to a third party in a Third Party Claimgive rise to such Losses. (c) No investigation The computation of the Losses pursuant to this Article IX shall be made after deducting therefrom (i) any Tax benefit actually realized (or that is expected to be actually realized) by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIIwithin 24 months of the end of the Tax year in which the indemnified Loss is incurred or paid, as applicable, and assuming that the deduction relating to such Tax benefit is the last item of deduction used by the Indemnified Party (ii) any insurance proceeds and any indemnity, contribution or other similar payment ultimately recovered by the Indemnified Party from any third party with respect thereto, and (iii) the amount of the reserves provided or taken into account therefor in the closing statements. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the An Indemnified Party shall use reasonable and diligent efforts be deemed to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only have “actually realized” a Tax benefit to the extent reasonably necessary that the amount of Taxes payable by such Indemnified Party is reduced below the amount of Taxes that such Indemnified Party would be required to remedy pay but for the breach that gives rise to incurrence or payment of such Lossindemnified amount.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted against any party for breach of any representation or warranty contained in this Agreement 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 May 30, 2007 (the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying PartyClaim Deadline”) in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. Notwithstanding the foregoing, there shall be no Claims Deadline applicable to a claim raised with respect to a breach of Sections 5.2, 5.3(a)-(e), 7.4 and 7.11 hereof. In addition, no claim may be asserted against Marriott for breach of any of CTF’s or Marriott’s representations or warranties to the extent that the Title Materials contain information that is inconsistent with such representations or warranties. (b) Notwithstanding anything to the contrary contained in this Agreement with respect to each Fee Property, Target, Leasehold Interest in a Minority Owned Entity: (i) Marriott shall not be liable for any claim for indemnification of $5,000 or less pursuant to Section 8.2(aSections 10.1(a). 8.2(b, 10.1(b), or 8.2(c) respectively10.3 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances (the “De Minimus Amount”, (iii) Marriott shall not be liable unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party Marriott on account of all claims equals or exceeds Twenty Thousand dollars $50,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold Amount”), respectively, at which time Marriott shall be entitled to indemnification liable for the full amount of all such Losses, (iiiii) no the maximum aggregate amount of indemnifiable Losses which may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable recovered by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims Purchaser Indemnified Parties arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant relating to the causes set forth in Sections 8.2(a),8.2(b10.3(a), 10.3(b) or 8.2(c)10.3(c) in relation to any single Fee Property, Target, Leasehold Interest or in a Minority Owned Entity shall equal fifty percent (50%) of the Preliminary Allocated Price in respect of such Fee Property, Target, Leasehold Interest or in such a Minority Owned Entity, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party case may be indemnified by (the Company Preferred Shareholder Indemnifying Party “Indemnification Limit”); and (iv) no party hereto shall have any liability under any provision of this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, specialconsequential, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages relating to the extent actually awarded by a court breach or alleged breach of competent jurisdiction and paid this Agreement or the Ancillary Agreements. Notwithstanding the foregoing, the Indemnification Limit applicable to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of Losses related to a breach of a representation, warranty, warranty or covenant or agreement under Sections 5.2 and 5.3(a)-(e) shall be the Preliminary Allocated Price of an Indemnifying Party, conducted or arising at any time after the date each Target. (c) For all purposes of this AgreementArticle 10, “Losses” shall affect the recourse available be net of (i) any insurance (other than any self-insured retention program) or other recoveries paid (subject to Section 10.8 by a third party to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party its Affiliates in connection with the facts, events or circumstances giving rise to the right of indemnification and (ii) any net Tax benefit available to such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to takearising in connection with the accrual, all reasonable steps to mitigate any Loss upon becoming aware incurrence or payment of any event or circumstance that would be reasonably expected to, or does, give rise thereto, such Losses (including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossnet present value of any Tax benefit arising in subsequent taxable years).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)) or (b) or Section 8.3, or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 500,000.00, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full entire amount of such Losses; provided, (ii) no Losses may be claimed under however, that this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party8.6(a) shall be the sole source from which not limit or apply to any Indemnified Party may be indemnified payments owed by the Company Preferred Shareholder Indemnifying Party Acquiror under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Sections 2.9 or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII6.4 hereof. (b) In no event shall any No Indemnified Party be entitled to recover or may make a claim for any amounts indemnification under Section 8.2(a) or Section 8.3, as the case may be, for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the expiration of the survival period thereof specified in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSection 8.1. (c) No investigation For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be: (i) reduced by the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or knowledge any Affiliate of any such party, in respect of such Losses net of any deductible amounts; (ii) reduced by an Indemnified Party the amount of any indemnification, contribution or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to other similar payment actually recovered by the Indemnified Party under this Article VIII. from any third party with respect to such Losses; (diii) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any net Tax Benefit realized by the applicable Indemnified Party as a result of such Losses where the “Tax Benefit” equals the reduction in connection with Taxes realized by such Indemnified Party as a result of the payment or accrual of any loss, expense, deduction or Taxes resulting from the event or circumstance giving rise to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnified Party shall use reasonable and diligent efforts arising from (x) the receipt of indemnity payments hereunder or (y) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to realize such benefitsLosses (in the case of either (x) or (y) grossed up for any income Tax incurred based on such increase), proceeds, where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of the receipt or accrual of such indemnity payments or reimbursements; providedindemnification, that nothing herein shall require any Indemnified Party to file any claim under any insurance policycontribution or other similar payments from a third party. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo amount shall be payable by Clorox Parent pursuant to Section 8.2(a)(i), unless (i) the Company Indemnifying Parties amount of Loss related to any individual item exceeds $100,000 (and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) such items shall not be liable aggregated for any claim for indemnification pursuant to Section 8.2(athe purposes of clause (ii). 8.2(b), or 8.2(c; and (ii) respectively, (i) unless and until the aggregate amount of Losses indemnifiable by Clorox Parent under Section 8.2(a)(i) exceeds an amount equal to $7,650,000 (and then only to the extent of such excess) (the “Deductible”); provided, that the limitations set forth in clauses (i) and (ii) shall not apply to claims based on fraud or the Excluded Representations; (b) The maximum amount of aggregate indemnifiable Losses which may be recovered from such Indemnifying Party equals Clorox Parent or exceeds Twenty Thousand dollars ($20,000its Affiliates pursuant to Section 8.2(a)(i) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, or (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating (including the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of Asset and Liability Transfer Agreements and the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartyEquity Transfer Agreements) shall be an amount equal to $38,250,000 (the sole source from which “Indemnification Cap”); provided that the Indemnification Cap shall not apply to claims based on fraud or the Excluded Representations; and provided, further, that the aggregate liability of Clorox Parent with respect to claims based on Section 8.2(a)(iii) or the Excluded Representations (together with any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party and all other claims arising under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at but excluding any claims arising under Section 8.3), shall be limited to an amount not to exceed the election amount of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified Purchase Price actually received by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimClorox Parent. (c) No investigation by an Indemnified PartyNotwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other Party for any indirect, special, punitive, exemplary or knowledge consequential loss or damage arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of Losses directly incurred from Third Party Claims. The Parties shall mitigate their damages and failure to so mitigate Losses shall reduce Losses otherwise recoverable from an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available Party to the Indemnified Party under this Article VIIIextent attributable to such failure to mitigate. (d) Any Losses recoverable hereunder The amount of an Indemnifying Party’s liability under this Agreement shall be reduced in amount by net of any applicable insurance proceeds, indemnification payments, contribution payments or reimbursements actually proceeds (less any Taxes thereon) received by any Indemnified Party in connection with such Lossesby, and that would reduce the overall impact of the Losses upon, such Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyParty. (e) Each To the extent curable, Clorox Parent shall have the opportunity to cure, for a period of thirty (30) days after receipt of a notice of breach from an Indemnified Party shall takereferenced in Section 8.2(a), and cause its Affiliates any claim for indemnification based upon a breach of the representation contained in Section 3.15(b) by Clorox Parent making available to takePurchaser any additional assets, all reasonable steps rights or properties that should have been conveyed pursuant to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected tothis Agreement but were not, or doesproviding additional services to Purchaser as required to fulfill the representation set forth in Section 3.15(b). If Clorox Parent fails to cure such breach of Section 3.15(b) in the cure period set forth in the preceding sentence or if such breach is not curable, give rise thereto, including incurring costs only to any of the extent reasonably necessary to remedy the breach that gives rise to such LossIndemnified Parties referenced in Section 8.2(a) shall have a claim for Losses under Section 8.2(a)(i).

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsExcept with respect to claims for equitable remedies, claims by any party hereto based on actual fraud with intent to deceive in the Company Indemnifying Parties making of the representations and warranties in this Agreement (“fraud”), or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Company Preferred Shareholder Indemnifying Party (eachClosing Date, no Indemnitor shall have an “Indemnifying Party”) shall not be liable indemnification obligation for any claim amount for indemnification Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, in excess of fifteen percent (15%) of the Total Consideration, as adjusted pursuant to Section 8.2(a). 8.2(b3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), or 8.2(cas appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) respectively, (i) unless and until the aggregate total amount of indemnifiable resulting Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars three-fourths percent ($20,0000.75%) whereupon of the Shareholder Indemnified PersonsTotal Consideration, as adjusted pursuant to Section 3.4 hereof (the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold Amount”), respectively, after which time the Indemnitor shall be entitled to indemnification liable only for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims the Threshold Amount; provided, that the foregoing limitations shall not apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII 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 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 12.2 or 12.3, 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 factsLoss more than once and all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, events or circumstances; 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. Claims for Losses made pursuant to (a) Sections 12.2(i) and 12.3(i) may be made at any time prior to the Expiration Date and (iiib) Sections 12.2(ii), 12.3(ii) and 12.3(iii) may be made indefinitely. (b) Except for Buyer’s obligation to pay the Total Consideration with respect to Buyer, notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate indemnification total recovery of a party for Losses incurred in connection with the transactions contemplated hereby exceed the Total Consideration actually paid by an Indemnifying Party Buyer pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsFrom and after the Closing, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party Sellers will not have any obligation to indemnify Buyer Indemnitees with respect to any Indemnifiable Losses arising under Section 7.2(a)(i) (eachother than Buyer Indemnifiable Losses based upon, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), arising out of or 8.2(c) respectively, caused by (i) unless and until any breach of the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such LossesCapitalization Representations, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)any breach of a Tax Representation, or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating and (iii) any breach of the aggregate losses representation and warranty set forth in clause (iSection 4.8(d) above other than to the extent such breach results in Affiliate Indebtedness Losses) until Buyer Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of Two Thousand Dollars $30,000.00 Canadian ($2000the “Basket”) resulting (at which point the Sellers will be obligated to indemnify Buyer Indemnitees for all such Indemnifiable Losses from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(afirst dollar), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall The aggregate liability of the Sellers pursuant to this Article 7 with respect to all Buyer Indemnifiable Losses under Section 7.2(a)(i) (other than Buyer Indemnifiable Losses based upon, arising out of or caused by (i) any Indemnified Party be entitled to recover or make breach of the Capitalization Representations, (ii) any breach of a claim for any amounts in respect ofTax Representation, and (iii) any breach of the representation and warranty set forth in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Section 4.8(d) to the extent such breach results in Affiliate Indebtedness Losses) shall not exceed the amount of the Consideration that the Sellers have actually awarded received (excluding any SR & ED Credit Amount); provided however, that any Future Payment Amount that is earned is deemed to be received Consideration. For avoidance of doubt, the aggregate liability of each Seller with respect to all Buyer Indemnifiable Losses based upon, arising out of or caused by a court breach of competent jurisdiction the Capitalization Representations, Tax Representations and paid to a third party the representation and warranty set forth in a Third Party ClaimSection 4.8(d) and Buyer Indemnified Losses payable under Section 7.2(a)(ii) through (vi) shall not be limited. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives The amount of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available Indemnifiable Losses payable to the any Indemnified Party under this Article VIII7 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 paragraph (i) above. (d) Any Losses recoverable hereunder The liability of any Person under Article 7 shall be reduced in amount by insurance proceedsaddition to, indemnification paymentsand not exclusive of, contribution payments any other liability that such Person may have at law or reimbursements actually received 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 7.3, shall be deemed a waiver by any Indemnified Party 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) the amounts of recovery sought or awarded in connection any such claim for fraud, (ii) the time period during which a claim for fraud may be brought, or (iii) the recourse which any such Person may seek against another Person with such Losses, and the Indemnified Party shall use reasonable and diligent efforts respect to realize such benefits, proceeds, payments or reimbursementsa claim for fraud; provided, that nothing herein 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 7, nor any reference to Article 7 throughout this Agreement, shall require be deemed a waiver of any Indemnified Party to file any claim under any insurance policydefenses 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. (e) Each Indemnified Party For purposes of determining whether any representation or warranty has been breached for purposes of this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall take, and cause its Affiliates be read without regard to take, all reasonable steps to mitigate any Loss upon becoming aware of any event materiality (including Company Material Adverse Effect or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossBuyer Material Adverse Effect) qualifications contained therein.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons8.4.1. Notwithstanding anything to the contrary contained in this Agreement, neither the Company Indemnifying Holder Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) nor Buyer Indemnified Parties shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)Sections 8.2.1, or 8.2(c) respectively8.3.1, (i) as applicable, unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party under Sections 8.2.1 or 8.3.1, as the case may be, equals or exceeds Twenty Thousand dollars [ * ] ($20,000) whereupon the Shareholder Indemnified Personssuch amount, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyBasket”), respectively, after which the Indemnifying Party shall be entitled to indemnification liable for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars the Basket; provided, however, that the Basket shall not apply to breaches of, or inaccuracies in, ($2000A) resulting from a single claim the Fundamental Representations or series (B) any representations or warranties due to Fraud. Claims for indemnification pursuant to any other provision of related claims arising out of Sections 8.2 or 8.3 are not subject to the same factsmonetary limitations set forth in this Section 8.4.1; provided, events or circumstances; and (iii) however, that in no event shall the aggregate amount of any Losses for which indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant is provided under Section 8.3 exceed the Purchase Price plus any Contingent Payment that becomes due and payable to the causes set forth in Sections 8.2(a),8.2(b) Company Holders. The amount of any Losses for which indemnification is provided under this ARTICLE 8 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies or 8.2(c)contractual indemnification or contribution provisions of other agreements covering such Losses (net of the out-of-pocket costs reasonably incurred for pursuing or obtaining such insurance proceeds, as applicable, exceed One Million Dollars ($1,000,000deductibles and any increased premium amounts attributable to such claim). The shares An Indemnified Party shall take commercially reasonable steps required by Applicable Law to mitigate any Losses for which indemnification is provided under this ARTICLE 8 upon becoming aware of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying any event that gives rise thereto. If an Indemnified Party (or cash an Affiliate) receives any insurance payment in lieu thereofconnection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE 8 had such insurance payment been made at the election time of such indemnification payment solely to avoid duplicative recovery for the same Loss, but not in excess of any amount previously so paid by the Indemnifying Party to or on behalf of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified in respect of such matter. The amount of Losses recoverable by the Company Preferred Shareholder Indemnifying an Indemnified Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) ARTICLE 8 with respect to an indemnity claim shall be the sole source from which any Indemnified Party may be indemnified reduced by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover net reduction in cash Taxes payable or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value paid that is actually received (including any changes measured as by way of a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (crefund) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives Affiliates with respect to the taxable year of the occurrence of the Loss giving rise to the indemnification obligation as a breach result of the incurrence of the applicable Loss, determined on a representation“with and without” basis. In no event shall any Indemnifying Party be responsible or liable for any Losses or other amounts under this ARTICLE 8 that are punitive damages (except to the extent such punitive damages are awarded to a third party). 8.4.2. [ * ]. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. 8.4.3. In the case of Buyer’s rights to indemnification for Material Claims, for as long as there are funds available in the Indemnification Escrow Fund to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by the Company Holders as Indemnifying Parties to the Buyer Indemnified Parties with respect to a Material Claim will be paid in cash first out of the Indemnification Escrow Fund, and in the event such Losses in respect of Material Claims exceed, or are not paid and satisfied in full from, the Indemnification Escrow Fund, the Buyer Indemnified Parties shall have the right to satisfy in full such Losses by pursuing indemnification rights and recourse directly against the Company Holders in accordance with each Company Holder’s Aggregate Payment Pro Rata Percentage of the Merger Consideration and Option Merger Consideration up to the aggregate Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to each Company Holder. 8.4.4. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall a Company Holder be liable under this Agreement or otherwise in connection with the transactions contemplated hereby or in connection therewith for any Losses in excess of the Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to him, her or it. 8.4.5. In the case of Losses arising out of or resulting from Company Holder Indemnity Events, the liability of each Company Holder for Company Holder Indemnity Events shall be solely with respect to Company Holder Indemnity Events committed by such Company Holder (the “Indemnifying Company Holder”) and not with respect to Company Holder Indemnity Events committed by any other Company Holder, and any Losses arising out of or based upon a Company Holder Indemnity Event that is satisfied from the Indemnification Escrow Fund or Buyer’s right of set-off against Contingent Payments under Section 8.8, as appropriate, shall reduce the Indemnifying Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate, and not any other Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate; provided, however, the Buyer Indemnified Parties shall have the right, but not the obligation, to satisfy all or a portion of the Losses arising out of or relating to a Company Holder Indemnity Event by pursuing indemnification rights and recourse directly against the Company Holder that committed the Company Holder Indemnity Event without having to first resort to obtaining payment from such Indemnifying Company Holder’s portion of the Indemnification Escrow Fund or exercising Buyer’s rights of set-off under Section 8.8 against such Indemnifying Company Holder’s portion of Contingent Payments. 8.4.6. The right of Buyer to indemnification pursuant to Section 8.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to any accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date herein. 8.4.7. For purposes of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII“Material Claims” means [ * ]. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Buyer Indemnified Persons shall not be liable for entitled to any claim payments for indemnification pursuant to Section 8.2(a). 8.2(b), Sections 9.02(a)(i) or 8.2(c) respectively, (i9.02(a)(ii) unless and until such Buyer Indemnified Persons have collectively suffered Losses in excess of $172,500 in the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000the “Basket”) whereupon the Shareholder and, thereafter, Buyer Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, Persons shall be entitled to indemnification payments for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than all Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same factsBasket, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c)Cap. Notwithstanding the foregoing, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) Buyer Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or inaccuracy in Sellers Fundamental Representations or the sole source SOL Representations from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares first dollar of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIILosses. (b) In no event The aggregate amount of all payments made to Buyer Indemnified Persons in satisfaction of claims for indemnification pursuant to Sections 9.02(a)(i) or 9.02(a)(ii) shall any Indemnified Party be entitled not exceed an amount equal to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $1,725,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe “Cap”), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Sellers Indemnified PartyPersons shall not be entitled to any payments for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) unless and until such Sellers Indemnified Persons have collectively suffered Losses in excess of the Basket and, thereafter, Sellers Indemnified Persons shall be entitled to indemnification payments for all Losses in excess of the Basket. Notwithstanding the foregoing, Sellers Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or knowledge by an Indemnified Party or its representatives inaccuracy in Buyer Fundamental Representations from the first dollar of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIILosses. (d) Any Losses recoverable hereunder The aggregate amount of all payments made to Seller Indemnified Persons in satisfaction of Claims for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) shall be reduced in not exceed an amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and equal to the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyCap. (e) Each Indemnified Any Losses arising out of or relating to (i) Section 6.03 or (ii) fraud or willful misconduct of such Indemnifying 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 will not be reasonably expected to, or does, give rise thereto, including incurring costs only subject to the extent reasonably necessary to remedy the breach that gives rise to such Losslimitations on indemnification set forth in this Section 9.04.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except as set forth below: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02 or 9.03, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 100,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, $100,000; (iib) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, Section 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (ia) above other than Losses in excess of Two Thousand Dollars ($2000) 5,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iiic) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02 or Section 9.03, as the case may be, shall be an amount equal to $2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (A) of either party for Taxes, provided that an Indemnifying Party shall not be liable for any claim for indemnification for Taxes unless and until the aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Party equals or exceeds $100,000, after which the Indemnifying Party shall be liable only for those Losses in excess of $100,000, (B) by the Seller of the Purchaser for Losses arising from or related to workers’ compensation insurance and workers’ compensation claims, including claims incurred prior to the Closing Date but not reported until thereafter, (C) by the Seller of the Purchaser for (x) Litigation Losses or (y) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 3.27(i), or (D) by the Purchaser of the Seller for (x) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 5.09 (provided the Seller has not terminated its obligations under Section 5.09(c) pursuant to Section 5.09(e)) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by y) relating to the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election COBRA obligations of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Purchaser or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIamounts payable pursuant to Section 6.03. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)) or (b) or Section 8.3, or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals under Section 8.2(a) and (b) or Section 8.3, as applicable, exceeds Twenty Thousand dollars ($20,000) whereupon 500,000.00, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full entire amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares other limits and terms of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares ; provided, however, that for the avoidance of Series B Preferred Stock held by each Shareholder (or cash in lieu thereofdoubt, at the election of the Shareholderthis Section 8.6(a) shall be the sole source from which not limit or apply to any Indemnified Party may be indemnified payments owed by the Shareholder Acquiror under this Article VIIISections 2.9 or 6.4 hereof or any indemnifiable Losses under Section 8.2(c) – (g). (b) In no event shall any No Indemnified Party be entitled to recover or may make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect indemnification under Section 8.2(a) or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitySection 8.3(a), except as the case may be, for any such damages to breach by the extent actually awarded by Indemnifying Party of a court particular representation or warranty that occurs or is identified after the expiration of competent jurisdiction and paid to a third party the survival period thereof specified in a Third Party ClaimSection 8.1. (c) No investigation For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be: (i) reduced by the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or knowledge any Affiliate of any such party, in respect of such Losses net of any deductible amounts; (ii) reduced by an Indemnified Party the amount of any indemnification, contribution or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to other similar payment actually recovered by the Indemnified Party under this Article VIII. from any third party with respect to such Losses; (diii) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any net Tax Benefit realized by the applicable Indemnified Party where the “Tax Benefit” equals the reduction in connection with the actual amount of Taxes which such Indemnified Party would otherwise have had to pay in any taxable year (or portion thereof) ending on or prior to the Fundamental Representations and Tax Matters Expiration Date absent the payment or accrual of the loss, expense, deduction or Taxes resulting from the event or circumstance giving rise to such Losses, calculated on a combined, consolidated or unitary basis for federal, state, local and foreign Tax purposes, where applicable, by computing the amount of Taxes of such Indemnified Party before and after inclusion of any Tax deductions attributable to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnified Party shall use reasonable and diligent efforts arising from (x) the receipt of indemnity payments hereunder or (y) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to realize such benefitsLosses (in the case of either (x) or (y) grossed up for any income Tax incurred based on such increase), proceeds, where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of the receipt or accrual of such indemnity payments or reimbursements; providedindemnification, that nothing herein shall require any Indemnified Party to file any claim under any insurance policycontribution or other similar payments from a third party. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder No amount shall be payable by any Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), SECTION 8.2(a)(i) and (ii) or 8.2(cSECTION 8.2(b)(i) respectively, and (iii) unless and until the aggregate amount of Damages indemnifiable Losses which may be recovered from such Indemnifying Party equals under SECTION 8.2(a)(i) and (ii) or exceeds Twenty Thousand dollars SECTION 8.2(b)(i) and ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”ii), respectively, exceeds $4,000,000 (at which point the Indemnified Party shall be entitled to all indemnification for the full amount amounts in excess of such Lossesthreshold amount); PROVIDED, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)HOWEVER, or 8.2(c), respectively, or that the above limitation shall be reimbursable by or shall be included in calculating the aggregate losses not apply E-84 85 to any indemnification obligations of Seller and Parent to Purchaser Indemnified Parties arising from Seller's and Parent's representations and warranties set forth in clause SECTION 2.19 (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bTaxes) or 8.2(c), as applicable, taken together with all SECTION 2.22(a)(iii) or (b)(iii) (Title to Assets) or SECTION 2.15(a)(i) (Title to Owned Property) or indemnification obligations of any party under any other provision of ARTICLE VIII (nor shall any Damages paid in respect of such other indemnification actually paid by obligations be applied toward such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c$4,000,000 threshold), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Damages which may be recovered by any Purchaser Indemnified Party be entitled to recover or make a claim for Parties from Seller and Parent and by any amounts in respect Seller Indemnified Parties from Purchaser arising out of, resulting from or incident to the matters enumerated in SECTION 8.2(a)(i) or (a)(ii) or SECTION 8.2(b)(i) or (b)(ii) shall be an amount equal to thirty percent (30%) of the Purchase Price; PROVIDED, HOWEVER, that this limitation shall not apply to any indemnification obligations of Seller and Parent to any Purchaser Indemnified Parties arising from representations and warranties set forth in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value SECTION 2.14 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunityEmployee Benefits), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSECTION 2.17 (Environmental Matters) or SECTION 2.19 (Taxes). (c) No investigation by an Indemnified PartyThe indemnification obligations pursuant to SECTION 8.2(a)(vi) shall be limited to fifty percent (50%) of the Damages subject to indemnification thereunder, PROVIDED this limitation shall not apply to Damages which are also subject to indemnification under SECTION 8.2(a)(i), (ii) or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII(vii) hereof. (d) Any Losses recoverable hereunder The indemnification obligations pursuant to SECTION 8.2(a)(viii) shall survive for a period of five (5) years after the Closing. With respect to Damages subject to indemnification under SECTION 8.2(a)(viii), (a) Parent and Seller shall not be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by obligated to indemnify any Purchaser Indemnified Party in connection with such Lossesfor the first $3,000,000 of Damages for which Parent and Seller would otherwise be required to indemnify Purchaser Indemnified Parties thereunder, and (B) if such Damages exceed $3,000,000 in the aggregate, Parent and Seller shall indemnify Purchaser Indemnified Party shall use reasonable Parties for (1) fifty percent (50%) of the Damages that exceed $3,000,000 and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyare less than $5,000,000 and (2) all Damages in excess of $5,000,000. (e) Each With respect to the indemnification obligations pursuant to SECTION 8.2(a)(vii), indemnifiable Damages thereunder shall be limited only to fines or monetary penalties imposed or demanded by any Governmental Authority, provided this limitation shall not affect any right of indemnification under any other clause of SECTION 8.2(a). In the event that any Governmental Authority agrees to a reduction of the amount of any fine or penalty in consideration for the performance of any supplemental environmental project, the indemnifiable Damages shall be the full amount of the fine or penalty prior to any reduction due to the supplement environmental project, but shall not include any of the costs to perform such supplemental environmental project. (f) No Damages shall be indemnifiable under SECTION 8.2(a)(x) if such Damages relate to loss by the New Group of products or services (but not breach of Contract claims) under a Pre-Closing Material Contract as to which Purchaser or the New Group could obtain (after using commercially reasonable efforts) substantially equivalent products or services on substantially equivalent terms and conditions (as to the Business) from a no less qualified third-party vendor. (g) If Purchaser has provided the Limitation of Indemnification Notice, Parent's and Seller's indemnification obligations in respect of Damages pursuant to SECTION 8.2(a)(ii) shall be limited to $33,200,000 in the aggregate with respect to Damages arising out of the events, circumstances or conditions set forth in any Parent Liabilities Notice provided to Purchaser in accordance with SECTION 4.29 hereof. (h) To the extent an Indemnifying Party discharges any claim for indemnification hereunder, it shall be subrogated to all related rights of the Indemnified Party against third parties (other than any Purchaser Indemnified Party or Seller Indemnified Party). (i) None of the limitations set forth in SECTION 8.3(a), (b), (c), (d), (e), (f) or (g) of this Agreement or the limitations on survival set forth in SECTION 8.1 of this Agreement shall take, and cause its Affiliates apply to take, all reasonable steps to mitigate Damages which arise out of fraud by any Loss upon becoming aware party hereto or any Affiliate of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossparty.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party Parties (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). ) or 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) 6,100 whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party Indemnified Parties (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in In no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, for a breach of the Fundamental Representations taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth Section 8.2 in Sections 8.2(a),8.2(b) or 8.2(c), as applicablerespect of breaches of any Fundamental Representations, exceed One Million Dollars ($1,000,000)61,000,000. The shares of Series B Preferred Stock held by In the event it is determined that the Company Preferred Indemnified Parties are entitled to indemnification from the Shareholder Indemnifying Party (or cash Parties in lieu thereof, at the election respect of breaches of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by IP and Asset Representations, then the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall Indemnified Parties may choose to be the sole source from which any Indemnified Party may be indemnified compensated by the Shareholder under Indemnifying Parties for the amount of such Losses by the return of Exchange Shares to the Company. The number of Exchange Shares to be returned to the Company pursuant to this Article VIII. (b) In no event paragraph shall any Indemnified Party be entitled determined by dividing the dollar amount of the Shareholder Indemnifying Parties’ obligation for indemnification by $0.60. The parties hereto agree that this measure of damages is equitable in light of the consideration paid to recover or make a claim for any amounts the Shareholders pursuant to this Agreement. Payments pursuant to Section 8.2 in respect ofof any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect contribution or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue payment received or income, loss of business reputation or opportunity), except for any such damages reasonably expected to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge be received by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each claim. The Indemnified Party shall take, and cause its Affiliates their respective Representatives to take, all commercially 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 incurring costs only to the minimum extent reasonably necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.

Limits on Indemnification. Notwithstanding anything in this Agreement to the contrary, in the absence of a showing of Fraud or intentional breach, the indemnification obligations of each party hereto hereunder shall be subject to the following limitations: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Purchaser Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant entitled to Losses claimed under Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i8.02(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon incurred by the Shareholder Indemnified Persons, the Company Purchaser Indemnified Parties under this Agreement, and the Company Preferred Shareholder Indemnifying Party aggregate amount of Losses incurred by the Purchaser Indemnified Parties under the Georgia C-Corporation SPA and the Georgia UPA, respectively, exceeds $612,500 (each, an the “Indemnified PartyDeductible Amount”), respectively, in which event the Purchaser Indemnified Parties shall be entitled entitled, subject to the other limitations in Article VIII, to receive indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than all Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim the Deductible Amount. Except in the case of Fraud or series of related claims arising out of the same factsintentional breach, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party amount of Losses for which the Sellers shall be required to indemnify the Purchaser Indemnified Parties pursuant to Sections 8.2(a8.02(a), 8.2(b8.02(c) or 8.2(cand 8.02(d) of this Agreement, and to indemnify the applicable indemnified parties under Sections 8.02(a), as applicable8.02(c) and 8.02(d) of the Georgia C-Corporation SPA and Sections 7.02(a), taken 7.02(c) and 7.02(d) of the Georgia UPA, and to indemnify the applicable indemnified parties under Section 9(b)(i)(1) and 9(b)(i)(3) of the Investor Pay-Off Letters, together with all other indemnification actually paid by such Indemnifying Party pursuant to shall not exceed the causes RWI Indemnity Escrow Funds (the “Cap”). For the avoidance of doubt, the limitations set forth in this Section 8.03(a) shall not apply to any indemnification claim under Sections 8.2(a),8.2(b8.02(b) or 8.2(c8.02(e), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event Except in the case of Fraud or intentional breach, the aggregate amount of Losses for which the Sellers shall be required to indemnify the Purchaser Indemnified Parties pursuant to Section 8.02(b) shall be limited, in the aggregate, to the portion of the Purchase Price received by such Seller (including any Indemnified Party be entitled portion thereof contributed to recover the Escrow Amount and any Taxes deducted or make a claim for any amounts in respect ofwithheld therefrom) (with each Parent Share issued to such Seller being valued at the Parent Share Value), and in no event shall Losses be deemed to includecase will the aggregate liability of the Sellers for claims for indemnification under Section 8.02(b) exceed, any punitivein the aggregate and without duplication, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimPurchase Price. (c) No investigation by an Except in the case of Fraud or intentional breach, the aggregate amount of Losses for which the Sellers shall be required to indemnify the Purchaser Indemnified PartyParties pursuant to Section 8.02(e) shall be limited, or knowledge by an Indemnified Party or its representatives of a breach of a representationin the aggregate, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party Special Indemnity Escrow Funds, and in no case will the aggregate liability of the Sellers for claims for indemnification under this Article VIIISection 8.02(e) exceed the Special Indemnity Escrow Funds. (d) Any Except in the case of Fraud or intentional breach, (i) the aggregate amount of Losses recoverable hereunder for which Parent and Purchaser shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any required to indemnify the Seller Indemnified Party in connection with such LossesParties pursuant to Sections 8.03(a) and 8.03(c) of this Agreement, and to indemnify the applicable indemnified parties under Sections 8.03(a) and 8.03(c) of the Georgia C-Corporation SPA and Sections 7.03(a) and 7.03(c) the Georgia UPA, and to indemnify the applicable indemnified parties under Section 9(b)(ii)(1) and 9(b)(ii)(3) of the Investor Pay-Off Letters, together shall not exceed an amount equal to the Cap, and (ii) the aggregate amount of Losses for which Parent and Purchaser shall be required to indemnify the Seller Indemnified Party Parties pursuant to Section 8.03(b) shall use reasonable and diligent efforts be limited, in the aggregate, to realize such benefits, proceeds, payments the Parent Share Consideration (including any Taxes deducted or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policywithheld therefrom) (with each Parent Share included in the Parent Share Consideration being valued at the Parent Share Value). (e) Each Indemnified Party As used in this Article VIII, an “intentional breach” means an intentional action or intentional failure to act where the breaching party had actual knowledge that such action or failure to act was not permissible under this Agreement or other applicable Transaction Document. An “intentional breach” shall take, and cause its Affiliates not apply to take, all reasonable steps to mitigate any Loss upon becoming aware breaches of any event representations or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Losswarranties set forth in this Agreement.

Limits on Indemnification. (a) An Indemnitee is not entitled to indemnification pursuant to SECTION 6.2 or 6.3 unless (a) all the Contemplated Transactions are consummated, (b) the Indemnitee requests by written notice to the Indemnifying Party payment or reimbursement of the Loss within twenty-four (24) months after the Closing or the applicable limitations period (as provided in Section 6.1), (c) the Indemnitee furnishes to the Indemnifying Party evidence conclusively establishing the nature and amount of the Losses, (d) the amount of the Loss has been determined and is absolute and liquidated (not contingent), and (e) the Indemnitee has complied with Section 6.4(a). Notwithstanding anything in this Agreement to the contrary, (1) no Indemnitee identified in Section 6.2 or Section 6.3 is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, unless the total, cumulative amount of all Losses for which the Indemnitee has requested indemnification exceeds $100,000, and (2) the maximum, cumulative, aggregate amount of any Indemnifying Party's liability under this Article VI is limited to $8,500,000, and an Indemnifying Party shall not have any liability under this Article VI on account of those matters for any amount, whether individually or in the aggregate, in excess of $8,500,000. (b) Buyers' remedies with respect to Losses specified in Section 6.2 shall be satisfied first by an off-set against any amount owed under the Contingent Payment, provided that the amount of the Loss is due and owing to Buyers as a result of a legitimate claim arising from a breach of any warranty, obligation or representation of Seller or any of the Shareholders under this Agreement and either (i) no dispute exists over the amount or validity of the Loss or (ii) the Loss has been determined by a final, nonappealable order or judgment of a court. Buyers shall not satisfy any other asserted Loss by an off-set against any liability, obligation or indebtedness owed to Seller or any Shareholder by Buyers without complying with the ensuing provisions. As required by SECTION 6.4 above, Buyers promptly shall notify the Indemnifying Party of either the incidence of a Loss or the existence of any known set of facts that, if not corrected, might result in a Loss. The Shareholder Indemnifying PersonsParty will have twenty (20) calendar days following the effective date of Buyers' notice of a Loss to notify Buyers of any objection that he or it has to the validity or amount of the Loss. If the Indemnifying Party does not notify Buyers of his or its objection to the validity or amount of the Loss within the twenty (20) day period, Buyers (at their election) may recover the amount of the Loss payable by Seller or any of the Shareholders by a set-off against any indebtedness that it owes to Seller or any of the Shareholders. If the Indemnifying Party timely notifies Buyers of an objection to the validity or amount of a Loss, however, Buyers, at any time before the due date of any amount payable by them to the Seller or any of the Shareholders, may pay over and deliver to SunTrust Bank, Tampa Bay, as the escrow agent (the "INDEMNITY ESCROW AGENT"), for deposit in escrow pursuant to the ensuing escrow instructions, the Company Indemnifying Parties amount of the set-off claimed by the Indemnified Party in respect of the indemnity claim. The amount of any disputed indemnity claim on deposit with the Indemnity Escrow Agent will be applied as follows: (i) The escrow will continue with respect to the disputed amount for not more than sixty (60) days following its deposit with the Indemnity Escrow Agent, during which time Buyers and the Company Preferred Shareholder Indemnifying Party shall attempt in good faith to resolve the dispute between them; (eachii) If the dispute between Buyers and the Indemnifying Party is resolved, an “the Indemnity Escrow Agent, upon receipt of a written notice of resolution signed by Buyers and the Indemnifying Party”, shall pay over and distribute such amount of escrow funds, in such a manner, and to such persons as Buyers and the Indemnifying Party specify in their notice to the Indemnity Escrow Agent; and (iii) If the dispute between Buyers and the Indemnifying Party has not been resolved within sixty (60) days, the Indemnity Escrow Agent shall interplead with a court of competent jurisdiction an amount equal to the disputed indemnity claim. A dispute between Buyers and the Indemnifying Party over a Loss will be deemed to be conclusively resolved by any written agreement between Buyers and the Indemnifying Party or, failing agreement, by final adjudication of the dispute by a court having jurisdiction over it. The Indemnity Escrow Agent is entitled to rely conclusively on any written agreement between Buyers and an Indemnifying Party concerning the disposition or application of any escrowed funds or on any order of a court establishing the entitlement of either Buyers or the Indemnifying Party to the escrow funds. Any payment by Buyers to the Indemnity Escrow Agent in accordance with the foregoing escrow provisions will not constitute a breach of this Agreement, regardless of the ultimate resolution of the dispute between Buyers and the Indemnifying Party. Any escrowed funds applied or disbursed by the Indemnity Escrow Agent to Buyers or the Indemnifying Party in accordance with these escrow instructions will be owned by the recipient, free and clear of all claims of the other parties. Upon application of all the escrowed funds pursuant to these escrow instructions or upon interpleading of all the escrowed funds with a court having jurisdiction, these escrow provisions will terminate and the Indemnity Escrow Agent will be released from all further responsibility. Property held in escrow by the Indemnity Escrow Agent pursuant to these escrow instructions will not be subject to a setoff, counterclaim, recoupment, or other right the Indemnity Escrow Agent might have against any party to this Agreement (except with respect to any payments due the Indemnity Escrow Agent pursuant to these escrow provisions) or against any other person for any reason whatsoever. The Indemnity Escrow Agent will not be liable for any claim for indemnification act or omission by it pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included these escrow instructions that is done in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, good faith and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple the exercise of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity)its best judgment, except for willful conduct or grossly negligent acts or omissions. The Indemnity Escrow Agent shall invest and reinvest the escrowed funds from time to time in a time deposit account that accrues interest daily, a short-term trust for United States government securities, time deposit certificates or other evidences of deposit or short-term securities that in each case are issued or guaranteed by the United States or any such damages agency of the United States and have maturities of not more than thirty (30) days. However, all investments by the Indemnity Escrow Agent must be readily convertible into cash on short notice. Interest earned on the escrowed funds will inure to the extent actually awarded by a court of competent jurisdiction and paid to a third party who ultimately prevails in a Third Party Claimthe dispute over the indemnity claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder No amount shall be payable by any Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), SECTION 8.2(a)(i) and (ii) or 8.2(cSECTION 8.2(b)(i) respectively, and (iii) unless and until the aggregate amount of Damages indemnifiable Losses which may be recovered from such Indemnifying Party equals under SECTION 8.2(a)(i) and (ii) or exceeds Twenty Thousand dollars SECTION 8.2(b)(i) and ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”ii), respectively, exceeds $4,000,000 (at which point the Indemnified Party shall be entitled to all indemnification for the full amount amounts in excess of such Lossesthreshold amount); PROVIDED, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)HOWEVER, or 8.2(c), respectively, or that the above limitation shall be reimbursable by or shall be included in calculating the aggregate losses not apply to any indemnification obligations of Seller and Parent to Purchaser Indemnified Parties arising from Seller's and Parent's representations and warranties set forth in clause SECTION 2.19 (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bTaxes) or 8.2(c), as applicable, taken together with all SECTION 2.22(a)(iii) or (b)(iii) (Title to Assets) or SECTION 2.15(a)(i) (Title to Owned Property) or indemnification obligations of any party under any other provision of ARTICLE VIII (nor shall any Damages paid in respect of such other indemnification actually paid by obligations be applied toward such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c$4,000,000 threshold), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Notwithstanding anything to the extent actually awarded by a court of competent jurisdiction and paid to a third party contrary contained in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available maximum amount of indemnifiable Damages which may be recovered by any Purchaser Indemnified Parties from Seller and Parent and by any Seller Indemnified Parties from Purchaser arising out of, resulting from or incident to the Indemnified Party under this Article VIII. matters enumerated in SECTION 8.2(a)(i) or (da)(ii) Any Losses recoverable hereunder or SECTION 8.2(b)(i) or (b)(ii) shall be reduced in an amount by insurance proceedsequal to thirty percent (30%) of the Purchase Price; PROVIDED, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; providedHOWEVER, that nothing herein this limitation shall require not apply to any indemnification obligations of Seller and Parent to any Purchaser Indemnified Party to file any claim under any insurance policyParties arising from representations and warranties set forth in SECTION 2.14 (Employee Benefits), SECTION 2.17 (Environmental Matters) or SECTION 2.19 (Taxes). (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and the Company Preferred Shareholder contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02 or 9.03, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 500,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, $500,000; (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (ia) above other than Losses in excess of Two Thousand Dollars ($2000) 1,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) Section 9.02 or 8.2(c)9.03, as applicablethe case may be, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election shall be an amount equal to 20% of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIPurchase Price. (b) In no event Payments pursuant to Section 9.02 and 9.03 shall be limited to the amount of any liability or damage that remains after deducting therefrom (i) any Tax benefit actually realized by any Indemnified Party be entitled to recover and (ii) any insurance proceeds and any indemnity, contribution or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or other similar payment recoverable by any other similar performance metric and Indemnified Party from any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimwith respect thereto after reduction for (a) any retroactive premium adjustment and (b) the aggregate amount of the reasonably anticipated (based on the advice of insurance brokers or providers) increased insurance premiums over the following five policy years. (c) No investigation by an Indemnified PartyThe Seller and the Purchaser acknowledge and agree that their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims of, or knowledge by an Indemnified Party or its representatives causes of a breach of a representationaction arising from, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, fraud) shall affect the recourse available be pursuant to the Indemnified Party under indemnification provisions set forth in this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsIX . In furtherance of the foregoing, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, the Seller and the Indemnified Party shall use reasonable Purchaser hereby waive to the fullest extent permitted under applicable Law, any and diligent efforts to realize such benefitsall rights, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. claims and causes of action (e) Each 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 toother than claims of, or doescauses of action arising from, give rise theretofraud) either may have against the other (or their respective Affiliates) arising under or based upon any Law, including incurring costs only in equity or otherwise (except pursuant to the extent reasonably necessary to remedy indemnification provisions of the breach that gives rise to such LossPurchasers set forth in this Article IX ).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to Taxes: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02(a) or 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) 2.75 million whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to liable for indemnification for the full amount of such Losses, ; (iib) no the maximum amount of indemnifiable Losses which may be claimed under this recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.2(a). 8.2(b9.02(a) or 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively), as the case may be, shall be an amount equal to 20% of the Purchase Price; (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or 8.2(c)resulting from the causes set forth in Section 9.02(a) or 9.03(a) for indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively, or as the case may be, shall be reimbursable by an amount equal to the Purchase Price; (d) an Indemnifying Party shall not be liable for any Losses pursuant to Section 9.02(a) or shall be included in calculating the aggregate losses set forth in clause (i) above 9.03(a), other than for indemnifiable Losses in excess of Two Thousand Dollars ($2000) 20,000 resulting from a single claim or series of related aggregate claims arising out of from the same facts, events event or circumstances; and (iiie) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02(b) or 8.2(c9.03(b), as applicablethe case may be, exceed One Million Dollars shall be an amount equal to the Purchase Price; and ($1,000,000). The shares of Series B Preferred Stock held by f) the Company Preferred Shareholder Indemnifying Party (or cash Sellers shall have no Liability for any Losses in lieu thereof, at the election respect of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election Purchaser’s Financing with respect to a breach of the Shareholderrepresentation and warranty contained in Section 3.08(b) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled other than taking such action as is necessary to recover or make a claim for any amounts in respect ofsuch representation and warranty accurate, and in any event the Sellers shall have no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except Liability for any such damages Losses relating to market conditions or market risk. Notwithstanding the extent actually awarded by a court foregoing, the provisions of competent jurisdiction and paid this Section 9.04 shall not apply to a third party indemnification in a Third Party Claim. (c) No investigation by an Indemnified Partyrespect of Taxes, Section 5.15, or knowledge by an Indemnified Party or its representatives the obligations of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, Dycom and the Indemnified Party shall use reasonable and diligent efforts Purchaser pursuant to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policySection 9.03(d). (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding the provisions of Section 8.01, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification made pursuant to Section 8.2(a). 8.2(b8.01(a) (other than any claim for indemnification based on misrepresentations or breaches of warranties as set forth in Sections 3.01 and 3.02), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered exceeds US$5,000,000 (the “Basket Amount”), whereupon the Indemnified Party shall only be entitled to indemnification for the amount of such Losses in excess of the Basket Amount, and the maximum amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals arising out of or exceeds Twenty Thousand dollars resulting from the causes set forth in Section 8.01(a) shall not exceed US$100,000,000. ($20,000i) whereupon If the Shareholder Indemnified Personsindemnification has been provided in any circumstance set forth below or the benefits have been disclosed pursuant to clause (D) below, the Company Indemnified Parties then no claim for indemnification shall be made and the Company Preferred Shareholder Indemnifying is not liable for any indemnification in accordance with Section 8.01: (A) The Indemnified Party has actually received the insurance indemnity to the extent related to such request; (eachB) The Indemnified Party has actually received the payment from a third party directly related to such indemnifiable Losses; (C) The Indemnified Party has actually realized any tax benefits to the extent related to such indemnifiable Losses; (D) Such facts, an events, and related matters have been disclosed in this Agreement and exhibits hereof, other Transaction Documents or other documents in connection therewith and in the due diligence as set forth in Section 3.09. For purposes of calculating any tax benefits as referred to in clause (C) above or Section 8.03(b)(ii) below, if any taxes payable shall have been reduced accordingly by reason of such unpaid Loss, the Indemnified Party shall be deemed have “actually realized” the net tax benefits. The indemnifiable amount under this Section shall be adjusted accordingly to reflect any final decision in connection with tax matters of the Indemnified Party”. The payments between the Parties shall be made accordingly to reflect such adjustment, if applicable. (ii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Company in the period between the date of this Agreement and the Closing under the written request from the Subscriber, such claim shall not be made and neither the Parentco nor the Company shall have any liability under Section 8.01. (iii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Subscriber in the period between the date of this Agreement and the Closing under the written request from the Company, such claim shall not be made and the Company shall have no liability under Section 8.01. (b) Notwithstanding the provisions of Section 8.02, the Subscriber shall not be liable for any claim for indemnification made pursuant to Section 8.02(a) (other than a claim for indemnification based on misrepresentations or breaches of warranties as set forth in Section 4.01), respectivelyunless and until the aggregate amount of indemnifiable Losses which may be recovered exceeds the Basket Amount, whereupon the Indemnified Party shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting the Basket Amount, and the maximum amount of indemnifiable Losses which may be recovered from a single claim or series of related claims the Indemnifying Party arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 8.03(a) or 8.2(c)shall not exceed US$100,000,000, as applicableprovided that, exceed One Million Dollars any claim for indemnification under this Section shall be further subject to: ($1,000,000). The shares of Series B Preferred Stock held i) insurance indemnity and (ii) any tax benefits actually realized by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at relation to the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIindemnifiable Losses. (bc) In no event Notwithstanding anything to the contrary contained in this Agreement, the Indemnifying Party shall any Indemnified Party not be entitled to recover or make a claim liable for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary incidental damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any than such damages arising out of or relating to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNeither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (eachrespectively, an “Indemnifying Party”pursuant to SECTION 9.2(a) shall not be liable or 9.3(a), respectively, for any claim individual item where the Damages relating thereto for indemnification which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder are less than $50,000. (b) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or any Seller Indemnified Party, respectively, pursuant to Section 8.2(a). 8.2(bSECTION 9.2(a) or 9.3(a), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses Damages for which may Seller or Purchaser, as applicable, would otherwise be recovered from required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder exceeds $15,000,000, and in such Indemnifying Party equals case Seller or exceeds Twenty Thousand dollars Purchaser, as applicable, will only be required to indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, for Damages in excess of the first $15,000,000 of aggregate Damages. ($20,000c) whereupon Notwithstanding anything to the Shareholder Indemnified Personscontrary contained in this Agreement, the Company maximum amount of Damages for which Seller or Purchaser will be obligated to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, for under SECTION 9.2(a) and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”C) or SECTION 9.3(a) and (c), respectively, shall will be entitled to indemnification $100,000,000. (d) Seller will have no liability for the full amount a breach of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bSECTION 4.19(c) or 8.2(c4.19(d) for failing to disclose any service or Contract that is required thereby to be listed on SCHEDULE 4.19(c) or 4.19(d), as applicable, taken together if either (i) Seller currently provides such service in the operation of its business to its existing business units, or has a Contract with all other indemnification actually paid by such Indemnifying Party pursuant a third-party vendor with respect to the causes set forth in Sections 8.2(a),8.2(b) services provided to the Business under such Contract and such service of Purchaser or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held provided by the Company Preferred Shareholder Indemnifying Party third-party vendor can be adapted without material burden to perform such service for the Business or (ii) the Business is able to obtain (after using commercially reasonable efforts) such products or cash in lieu thereof, at services on substantially equivalent terms and conditions (as to the election of the Company Preferred Shareholder Indemnifying PartyBusiness) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIa no less qualified third- party vendor. (be) In no case any event shall any Indemnified Party be entitled occurs which would otherwise entitle either party to recover or make assert a claim for any amounts in respect ofindemnification hereunder, and in no event shall Losses Damages will be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or have been sustained by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages party to the extent of (i) any Tax savings actually awarded realized by such party with respect thereto in the year in which such event occurs or in any earlier year, or (ii) any proceeds received by such party from any insurance policies with respect thereto. In the event a court party (x) actually realizes a tax benefit as a result of competent jurisdiction an event that entitles such party to indemnification hereunder in a year after such event occurs, (y) such tax benefit was not taken into account in the calculation of Damages previously payable to such party and paid (z) such party received payment of Damages owed to it as a third result of such indemnifiable event, such party shall pay to the party that made such indemnification payment the amount of such tax benefit actually realized in such later year, such payment to occur no later than 30 calendar days following the filing of the Tax Return reflecting such benefit. (f) Notwithstanding anything to the contrary in this Agreement, Damages shall expressly exclude consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits and similar items, unless arising out of a Third Party Claim. (cg) No investigation The amount of any Damages claimed by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement Purchaser hereunder will be reduced to the extent that Purchaser receives the benefit of an adjustment pursuant to SECTION 2.3 hereof in which the item that is the subject of the indemnification claim was specifically taken into account in the determination of the Final Statement. (h) To the extent that Seller or Purchaser discharges any claim for indemnification hereunder, the Indemnifying Party, conducted or arising at any time after the date Party will be subrogated to all related rights of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIIagainst third parties. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (ei) Each Indemnified Party shall take, will be obligated in connection with any claim for indemnification under SECTIONS 9.2 and cause its Affiliates 9.3 to take, all use commercially reasonable steps efforts to mitigate any Loss Damages upon and after becoming aware of any event or circumstance that would which could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossDamages. (j) Seller will have no obligation to indemnify the Purchaser Indemnified Parties pursuant to SECTION 9.2(c) insofar as the Environmental Liabilities arise from any Purchaser Indemnified Party soliciting involvement by a Governmental Authority or any Purchaser Indemnified Party conducting, or causing to be conducted, any soil, groundwater or other subsurface testing, drilling or excavation, that, in each such case, is not required by a Governmental Authority or Environmental Law; provided however, that this SECTION 9.2(j) will not apply to any soil, groundwater or other subsurface testing, drilling or excavation conducted (1) to address, prevent or mitigate any Release or threatened Release or violation of Environmental Law; (2) in response to an Environmental Condition; provided, however, that such Environmental Condition was not set forth on SCHEDULE 4.18 nor was such Environmental Condition identified as a Recognizable Environmental Condition (as that term is defined by ASTM 1527-00) in the Purchaser's Phase I Environmental Site Assessments conducted prior to Closing; (3) in response to a request by a third party to conduct due diligence related to a proposed sale or lease of any property or asset, any divestiture, any financing, a public offering or obtaining any insurance; (4) during the normal course of operation of the Business, including construction, expansion, operation, maintenance, redevelopment or repair of the assets, facilities and properties owned and operated by the Business; (5) to implement Best Management Practices, as defined by an Governmental Authority or Environmental Law; or (6) or otherwise as required by Law.

Limits on Indemnification. The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the following limitations: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) 7.02 unless and until the aggregate amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, event the Company Indemnified Parties and shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party liable pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, Section 7.02 shall not exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIUS$7.68 million. (b) In no event Blockchain Alliance shall not be liable for any Indemnified Party be entitled to recover or make a claim for any amounts indemnification pursuant to Section 7.03 unless and until the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds US$1 million, in respect of, and in no which event Blockchain Alliance shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Blockchain Alliance shall be deemed liable pursuant to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSection 7.03 shall not exceed US$7.68 million. (c) No investigation by an Indemnified PartyNotwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses arising out of or knowledge by an Indemnified Party resulting from any inaccuracy or its representatives of a breach of a representationany Company Fundamental Reps, warranty, covenant Blockchain Alliance Fundamental Reps or agreement any failure by either the Company or Blockchain Alliance of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party their respective obligations under this Article VIII‎Section 2.02(b). (d) Any The amount of any Losses recoverable hereunder payable by the Indemnifying Party under this Agreement shall be reduced in amount net of any amounts actually recovered by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount in connection with such Losses, discharge of any claim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the same subject matter of such claim, then to the extent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursementsmitigate any Losses for which the Indemnified Party makes claims under this Agreement; provided, however, that nothing herein shall require any an Indemnified Party to file any claim under maintain any insurance policypolicies, commence any proceedings against a third party, or obtain any insurance proceeds from other sources of indemnification available to such party in respect of the Losses. (e) Each An Indemnified Party shall take, and cause its Affiliates not be entitled to take, all reasonable steps to mitigate any Loss upon becoming aware recover from the Indemnifying Party under this Agreement more than once in respect of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy same portion of the breach that gives rise to such Losssame Losses suffered.

Limits on Indemnification. Indemnitor's liability under this Section 13 shall be limited as follows: 13.4.1 Except with respect to Carve-Outs (a) The Shareholder Indemnifying Personsas defined below), the Company Indemnifying Parties Buyer Indemnified Parties, on the one hand, and the Company Preferred Shareholder Indemnifying Party (eachMicroserv Indemnified Parties, an “Indemnifying Party”) on the other hand, shall not be liable entitled to be indemnified for any claim for indemnification pursuant to Losses under this Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) 13 unless and until the aggregate amount of indemnifiable such Losses arising hereunder for which may be recovered from such Indemnifying Party indemnification liability would, but for this proviso, exist equals or exceeds Twenty Thousand dollars ($20,000) whereupon 70,000; provided, however, that at such time as the Shareholder Indemnified Personsaggregate of such Losses equals or exceeds $70,000, the Company Buyer Indemnified Parties and or Microserv Indemnified Parties, as the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectivelycase may be, shall be entitled to indemnification for be indemnified against the full amount of such LossesLosses that have been incurred or suffered by such parties (and not merely the portion in excess of $70,000). For purposes of this Agreement, a "Carve-Out shall mean (i) an Indemnification Matter (where a Buyer Indemnified Party is the Indemnitee) involving (a) intentional misrepresentation or fraud, (b) failure of the Selling Shareholders to deliver to Buyer at Closing shares of Company Common Stock representing 100% of the issued and outstanding capital stock of the Company (exclusive of claims related to title which are addressed in Section 13.4.2(b) hereof), or (c) Taxes, and (ii) no Losses may be claimed under this an Indemnification Matter (where a member of the Microserv Group is an Indemnitee) involving intentional misrepresentation or fraud. (a) Subject to Section 8.2(a). 8.2(b13.4.2(b), or 8.2(c), respectively, or each Selling Shareholder shall be reimbursable responsible for a portion of each indemnification claim made by a Buyer Indemnified Party equal to his or shall be included in calculating its Ownership Interest multiplied by the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out dollar amount of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIapplicable claim. (b) In no event shall any Indemnified Party be entitled Notwithstanding anything contained in this Section 13 to recover or make the contrary, with respect to a claim for that certain shares of Company Common Stock were delivered to Buyer without good and marketable title, free and clear of any amounts Encumbrance, the applicable Selling Shareholder(s) whose shares of Company Common Stock are the subject of the claim shall be solely liable as an indemnitor and no other Selling Shareholder shall have any obligation as an indemnitor in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimthereof. (c) No investigation 13.4.3 The amount of indemnification to be paid by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder Indemnitor shall be reduced by the receipt by the Indemnitee, with respect to any Losses for which indemnification is sought, of (i) any tax benefit and (ii) any insurance proceeds received in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with respect of such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying A Party against whom a claim for indemnification is sought by an Indemnified Party pursuant to this ARTICLE 9 (each, an “Indemnifying Party”) shall not be liable for with respect to any claim for indemnification pursuant to Section 8.2(a). 8.2(b), 9.2(i) (where Seller is the Indemnifying Party) or 8.2(cSection 9.3(i) respectively, (iwhere Buyer is the Indemnifying Party) to any Indemnified Party unless and until the aggregate amount of indemnifiable Losses which may be recovered from all claims against such Indemnifying Party equals pursuant to Section 9.2(i) (where Seller is the Indemnifying Party) or Section 9.3(i) (where Buyer is the Indemnifying Party) exceeds Twenty Thousand dollars $5,250,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyIndemnification Threshold”), respectivelyas to which such Indemnifying Party shall thereafter be responsible for all such Losses relating to such claims from the first dollar, shall and not merely the amount in excess of the Indemnification Threshold. No Buyer Indemnified Party will be entitled to indemnification for the full amount a Loss pursuant to Section 9.2(i) if, with respect to any individual item of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), Loss or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess group of Two Thousand Dollars ($2000) resulting from a single claim or series items of related claims Loss arising out of the same facts, events or similar facts or circumstances; and , such items are less than $50,000 (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a“De Minimis Threshold”), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event The maximum aggregate amount recoverable from Seller pursuant to Section 9.2(i) shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $26,250,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe “Cap Amount”), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified PartyNotwithstanding Section 9.4(a) and (b) hereof, none of the Indemnification Threshold, the Cap Amount and the De Minimis Threshold shall apply to claims for indemnification pursuant to Section 9.2(i) with respect to any inaccuracy, misrepresentation or breach of (i) any Fundamental Representation or (ii) of any of the representations and warranties in Section 3.2(k) (Indebtedness), or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIISection 3.2(gg) (Xxxx-Xxxxxxxx Retail Solutions). (d) Any Losses recoverable hereunder For the avoidance of doubt, none of the Indemnification Threshold, the Cap Amount or the De Minimis Threshold shall apply to claims for Indemnification pursuant to Section 9.2(ii) through (viii) or Section 9.3(ii) through (iv). (e) No Party shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by liable for any Losses to the extent that (a) such Indemnified Party receives proceeds from insurance policies for such Losses in connection with the circumstances related to the claim giving rise to the Losses but less the amount of any increase in the premium for the insurance policy under which payment of insurance proceeds was made attributable solely to the payment of such Losses, or (b) the Indemnified Party recovers from a third-party an amount directly related to the claim giving rise to the Losses. (f) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party or otherwise have Liability to an Indemnified Party under this Agreement for consequential damages, special damages, punitive damages, incidental damages, indirect damages, or similar items (and the Indemnified Party shall use reasonable and diligent efforts to realize not recover for such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyamounts). (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except as set forth below: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02 or 9.03, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 100,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, $100,000; (iib) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (ia) above other than Losses in excess of Two Thousand Dollars ($2000) 5,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iiic) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02 or 9.03, as the case may be, shall be an amount equal to $2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (A) of either party for Taxes, provided that an Indemnifying Party shall not be liable for any claim for indemnification for Taxes unless and until the aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Party equals or 8.2(cexceeds $100,000, after which the Indemnifying Party shall be liable only for those Losses in excess of $100,000, (B) by the Seller of the Purchaser for Losses arising from or related to workers’ compensation insurance and workers’ compensation claims, including claims incurred prior to the Closing Date but not reported until thereafter, (C) by the Seller of the Purchaser for (x) Litigation Losses, (y) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 3.27(i), as applicable, exceed One Million Dollars or ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election z) Losses relating to any failure of the Company Preferred Shareholder Indemnifying Partyor the Company Subsidiaries, prior to the Closing Time, to fully vest participants in accordance with plan terms on the discontinuance of employer contributions to the Company’s retirement plans (provided, in the case of clause (z), that the Purchaser has afforded the Seller both the ability to control the remediation of any such event at the Seller’s expense and through counsel of the Seller’s choice in consultation with the Purchaser and the Purchaser’s counsel, respectively, and reasonable cooperation in connection therewith), or (D) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election Purchaser of the ShareholderSeller for Liabilities (x) shall be resulting directly or indirectly from the sole source from which any Indemnified Party may be indemnified provision by the Shareholder Purchaser to the Seller of inaccurate information pursuant to Section 5.09 (provided the Seller has not terminated its obligations under this Article VIII. (bSection 5.09(c) In no event shall any Indemnified Party be entitled pursuant to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damagesSection 5.09(e)), or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages y) relating to the extent actually awarded by a court COBRA obligations of competent jurisdiction and paid the Purchaser or amounts payable pursuant to a third party in a Third Party ClaimSection 6.03. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each 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 incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.”

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties Seller and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Parent shall not be liable have any obligation to indemnify the Buyer Indemnitees for any claim for indemnification pursuant claims under Section 8.l (b)(i) and 8.1(b)(ii) until the Indemnifiable Losses of the Buyer Indemnitees with respect to Section 8.2(a). 8.2(bsuch claims shall exceed $125,000 in the aggregate (the "Threshold"), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full total amount of such Losses, (ii) no Indemnifiable Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or from the first dollar and without regard to the Threshold shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held recoverable by the Company Preferred Shareholder Indemnifying Party (or cash Buyer Indemnities in lieu thereof, at accordance with the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIterms hereof. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts the total obligations of Seller under the indemnification provided in respect of, Sections 8.1(b)(i) and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity)8.1(b)(ii) exceed $5,000,000, except for any such damages to in the extent actually awarded event of fraud or intentional misrepresentation by a court of competent jurisdiction and paid to a third party in a Third Party Claimthe Seller or Parent. (c) No investigation Notwithstanding anything to the contrary contained herein, any Indemnifiable Loss shall be net of (i) the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss and (ii) income Tax benefits to the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, but such net amount shall be increased to give effect to the Income Taxes payable as a result of the receipt of any indemnification payments hereunder so that the Indemnitee is held harmless after Tax. Any Party seeking indemnity hereunder shall use its best efforts to make claims (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. If after any payment of indemnity with respect to an Indemnified Party, or knowledge Indemnifiable Loss is made hereunder by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted any insurance proceeds, tax benefit or arising at recovery, settlement or payment by, from or against any time after the date of this Agreement, shall affect the recourse available to other entity is received by the Indemnified Party under this or any Affiliate with respect to such Indemnifiable Loss, then the Indemnified Party shall, or shall cause such Affiliate to, remit to the Indemnifying Party the lesser of (i) the amount of the insurance proceeds, tax benefit or other recovery, settlement or payment, if not previously taken into account in computing the indemnity payment with respect to such Indemnifiable Loss, and (ii) any amounts previously paid by the Indemnifying Party pursuant to Article VIIIVIII with respect to such Indemnifiable Loss. (d) Any Losses recoverable hereunder The sole recourse and exclusive remedy of either Party after the Closing Date for the breach of this Agreement shall be reduced in amount by insurance proceedsto assert a claim for indemnification under this Article VIII or to recover such amounts as are otherwise due pursuant to the terms of this Agreement, indemnification paymentsexcept for claims based on fraudulent actions, contribution payments misrepresentations or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policybreaches. (e) Each Indemnified Party If (i) Parent or Seller agree in writing or (ii) pursuant to a final order of a court, not subject to further appeal, Parent or Seller is legally required, to indemnify Buyer pursuant to this Article VIII, the amount of such indemnification shall take, be paid first as a prepayment under the Promissory Note 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 incurring costs only then to the extent reasonably necessary to remedy the breach that gives rise to there still exists any deficiency thereafter by Seller or Parent paying such Lossamount in cash.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Seller Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party Parties (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). ) or 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Five Thousand dollars ($20,0005,000) whereupon the Shareholder Indemnified Persons, the Company Seller Indemnified Parties and the Company Preferred Shareholder Indemnifying Party Indemnified Parties (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in In no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, for a breach of the representations taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth Section 8.2 in Sections 8.2(a),8.2(b) or 8.2(c), as applicablerespect of breaches of any representations, exceed One Million Dollars one million and eight hundred thousand dollars ($1,000,0001,800,000). The shares Payments pursuant to Section 8.2 in respect of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) any Loss shall be limited to the sole source from which amount of any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (liability or cash in lieu thereofdamage that remains after deducting therefrom any insurance proceeds and any indemnity, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover contribution or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue payment received or income, loss of business reputation or opportunity), except for any such damages reasonably expected to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge be received by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each claim. The Indemnified Party shall take, and cause its Affiliates their respective Representatives to take, all commercially 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 incurring costs only to the minimum extent reasonably necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b7.02(a) or 7.03(a), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $12,000,000 ($20,000the "Aggregate Threshold") whereupon in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full amount of all such Losses, (iib) no any Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or a series of related claims arising out of an individual breach of any representation or warranty that totals less than the same facts, events or circumstances; and (iii) Per Claim Threshold shall be excluded in no event shall the aggregate their entirety from indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(aSection 7.02(a) and 7.03(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable have no recourse for such Losses, and diligent efforts (c) the maximum amount of Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in (i) Section 7.02 shall be an amount equal to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file the Earn Out Payments not yet paid at the time any claim under any insurance policy. for indemnification is made or (eii) Each Indemnified Party Section 7.03 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 incurring costs only an amount equal to the extent reasonably necessary to remedy Earn Out Payments not yet paid at the breach that gives time any claim for indemnification is made plus, in the event the event giving rise to such indemnification claim is the failure by Scimed to pay, or cause to be paid, any Earn Out Payment then due or has resulted in any Earn Out Payment being less than it would have been if Parent, Scimed or Purchaser had complied with their obligations under this Agreement, the amount of such unpaid Earn Out Payment or the amount of such difference, as applicable, together, without duplication, with any reasonable costs, expenses and interest incurred by the Earn Out Recipients in pursuing such claims. The amount of any Loss shall be increased to take into account any Tax cost, and reduced to take account of the amount of any Tax benefit, actually realized by the Indemnified Party or any affiliate or group of affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. For the avoidance of doubt, Losses or other amounts paid in respect of an Intellectual Property Claim shall be excluded in their entirety in determining whether the Aggregate Threshold has been satisfied.