Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i)(each, Section 9.2(b)(i), Section 9.2(can “Indemnifying Party”) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Basket AmountShareholder Indemnified Persons, in which case the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall only be liable 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 Basket Amountsame facts, events or circumstances; and (ciii) in no event shall the maximum aggregate amount of indemnifiable Losses which may be recovered from all indemnification actually paid by an Indemnifying Parties Party pursuant to Section 9.2(a)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the ClosingSections 8.2(a), Section 9.2(b)(i8.2(b) 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(d8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the case may becauses 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 an amount equal to $547,500; (d) the maximum aggregate amount of indemnifiable Losses sole source from which any Indemnified Party may be recovered from indemnified by the Company Preferred Shareholder Indemnifying Parties pursuant to Section 9.3(aParty 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) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not sole source from which any Indemnified Party may be obligated to indemnify indemnified by the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of FraudShareholder under this Article VIII.

Limits on Indemnification. Notwithstanding anything to The maximum aggregate Loss recoverable by an Indemnified Group (considered together as a group) against an Indemnitor under this Article IX shall not exceed $500,000, except (i) in the contrary contained in this Agreement: (a) no Indemnifying Party shall be liable for case of 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 under the case may be, unless and until the aggregate amount provisions of indemnifiable Losses this Article IX which may be recovered arises out of or results from the Indemnifying Parties equals fraud or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount willful misconduct of such Losses in excess of the Basket Amount; (b) an Indemnifying Party Indemnitor for which there shall not be liable for any claim for indemnification pursuant no limit to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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) loss recoverable; and (ii) (in respect the event the claim arises from a breach of any covenant or agreement requiring performance at or prior to the ClosingSeller's warranties set forth in Section 4.11(e), 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 $547,500; (d) for which the maximum aggregate amount Loss recoverable shall be $1,000,000 plus the lesser of indemnifiable Losses which may be recovered from Indemnifying Parties (the "Additional Indemnification Funds") an additional $1,000,000 or twenty five percent (25%) of the gross proceeds (payable in cash or securities, as appropriate) received by Seller pursuant to an Event (as used in this Section 9.3(a9.6 the term "Event" shall have the meaning set forth in Section 2.5 or the Investor's Rights Agreement, as appropriate) which Additional Indemnification Funds shall be payable upon or after the occurrence of such Event (as more particularly described below) and, provided further, that the combined maximum aggregate Loss recoverable under this subsection 9.6(ii) and Section 9.3(b) (in respect for a claim based upon any alleged breach by Seller of any covenant or agreement requiring performance at or prior to an intellectual property warranty under the Closing), Cross-License Agreement shall be an amount equal to $2,700,000; and (e) 1,000,000 plus the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for Additional Indemnification Funds. For purposes of this Section 9.6, the amount of such Loss was taken into account in calculating the Net Adjustment Amount; providedgross proceeds received by Seller pursuant to an Event shall, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraudan initial public offering, be equal to the fair market value of the shares held by Seller at the time the market stand-off agreement expires and in the event of any other type of Event shall be equal to the cash or the fair market value of the other consideration received by Seller in connection with such Event, valued as of the date of receipt of such consideration without discount for lack of liquidity. The Additional Indemnification Funds are due and payable by Seller (i) immediately upon consummation of the Event if the Indemnitor receives cash pursuant to thereto; (ii) within 60 days after the expiration of the market stand-off agreement if the Event is a public offering; (iii) within 60 days after the lapse of any lock-up, pooling or other transfer restriction on the sale of shares of stock in a publicly traded company received by Seller pursuant to an Event; or (iv) if (i), (ii) and (iii) above are not applicable, then immediately upon the sale by the Seller of the securities on other consideration received by the Seller pursuant to the Event.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying indemnification shall be available under Section 8.2(a)(i) or Section 8.2(b)(i) to any individual claim or series of related claims based on a similar set of operative facts (x) unless such claim or series of related claims is greater than $[*] (the “De Minimis Amount”) in which case Indemnified Party shall be liable entitled to recover 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of all such Losses in excess connection with such claim or series of related claims (including the Basket De Minimis Amount; ), and (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(ay) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $[*] (the Basket Amount“General Deductible”), in which case the Indemnifying Party shall only be liable for the full amount of such Losses in excess of from the Basket Amount; first dollar, and (cii) 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 Seller arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in 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(c8.2(a)(i) and Section 9.2(d), as the case may be, 8.2(a)(ii) shall be an amount equal to $547,500[*]% of the Purchase Price actually received by Seller pursuant to this Agreement from time to time (the “General Cap”); provided, however, that the De Minimis Amount, General Deductible and General Cap shall not apply to Losses arising out of or relating to (dA) Fraud or (B) the inaccuracy in or breach of (1) any Fundamental Representation or (2) any representation or warranty set forth in Section 3.11 relating to Taxes; provided, however, that the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses Seller arising out of or relating to the breach or inaccuracy causes set forth in Section 8.2(a)(i) (other than arising out of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (dFraud) shall not apply be equal to Losses in the event of FraudPurchase Price actually received by Seller pursuant to this Agreement from time to time.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i9.02(a), Section 9.2(b)(i9.02(f), Section 9.2(c) and 9.02(g), Section 9.2(d9.02(h), or Section 9.03(a), as the case may beapplicable, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or Party exceeds an amount equal to $547,500 500,000 (the “Basket Amount”), in after which case the Indemnifying Parties Party shall only be liable only for the amount of such indemnifiable Losses in excess of the Basket Amount; , (bii) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate maximum amount of indemnifiable Losses which may be recovered from the an Indemnifying Party equals arising out of or exceeds resulting from the Basket Amount, causes set forth in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 Closing9.02(a), Section 9.2(b)(i9.02(f) and (iior Section 9.03(a) (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing)25,000,000, shall be an amount equal to $2,700,000; and (eiii) the Sellers Seller shall not be obligated required to indemnify the Buyer any Person under this Agreement or any other Person with respect be liable to any Loss to Person under this Agreement under any theory of recovery whatsoever for Losses in the extent that a specific accrual or reserve for aggregate exceeding the amount of such Loss was taken into account in calculating the Net Adjustment Amountcash Purchase Price; provided, however, that the limitations set forth in clauses (i) the foregoing clauses (a) and (bii) of this Section 9.04(a) shall not apply to Losses (A) claims arising out of or relating breaches of the Fundamental Representations, (B) claims pursuant to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (aSection 9.02(c), (bC) claims pursuant to Sections 9.02(d) and 9.02(e), or (cD) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, and the limitations set forth in clause (dii) shall not apply to Losses claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the event extent such Excluded Taxes are Taxes of FraudSeller or any its Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a9.02(a) or Section 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount$7.5 million, in which case whereupon the Indemnifying Party shall only not be liable for indemnification except to the extent that the aggregate amount of such Losses in excess of the Basket Amountexceeds $7.5 million; (cb) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.2(a)(i9.02(a) and (iior Section 9.03(a) (other than indemnification in respect of any covenant Seller Fundamental Representations or agreement requiring performance at Purchaser Fundamental Representations, respectively) as the case may be, shall be an amount equal to 7.5% of the Purchase Price; (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or prior to resulting from the Closing), causes set forth in Section 9.2(b)(i9.02(a) and (iior Section 9.03(a) (for indemnification in respect of any covenant Seller Fundamental Representations or agreement requiring performance at or prior to the Closing)Purchaser Fundamental Representations, Section 9.2(c) and Section 9.2(d)respectively, as the case may be, shall be an amount equal to $547,500the Purchase Price; (d) an Indemnifying Party shall not be liable for any Losses pursuant to Section 9.02(a) or Section 9.03(a), other than for indemnifiable Losses in excess of $50,000 resulting from a single claim or aggregate claims arising from the same facts, event or circumstances; and (e) the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.3(a) and 9.02 or Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to 9.03, as the Closing)case may be, shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify Purchase Price. Notwithstanding the Buyer or any other Person with respect to any Loss to foregoing, the extent that a specific accrual or reserve for the amount provisions of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) this Section 9.04 shall not apply to Losses arising out indemnification in respect of or relating the obligations of the parties pursuant to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of FraudSection 5.10.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall Sellers will not be liable for any claim for indemnification pursuant to Section 9.3(a10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from Sellers in respect of an individual claim or series of related claims under any of the Indemnifying Party foregoing sections equals or exceeds $5,000 (the Basket Amount, in which case the Indemnifying Party shall only “Per Claim Minimum”); (ii) Sellers will not be liable for any claim for indemnification pursuant to Section 10.1(a)(v), Section 10.1(b)(v) or Section 11.2(a) (other than, in each case with respect to a breach of a Fundamental Representation or fraud) unless and until the aggregate amount of indemnifiable Losses (disregarding any claims for Losses that do not equal or exceed the Per Claim Minimum) that may be recovered from Sellers under the foregoing sections equals or exceeds $20,000 (the “Basket”) whereupon the Purchaser Indemnified Party will be entitled to indemnification for only such amount of Losses in excess of the Basket AmountBasket; and (ciii) the maximum aggregate amount of indemnifiable Losses which that may be recovered from all Indemnifying Parties pursuant to Sellers under Section 9.2(a)(i) 10.1 and (ii) (this Article XI arising out of or resulting from the matters set forth in respect of any covenant or agreement requiring performance at or prior to the ClosingSection 10.1(a)(v), Section 9.2(b)(i10.1(b)(v) and (iior Section 11.2(a) (other than, in each case with respect to a breach of any covenant a Fundamental Representation or agreement requiring performance at or prior to the Closing), Section 9.2(cfraud) and Section 9.2(d), as the case may be, shall will be an amount equal to $547,50050,000 (the “Cap”). Notwithstanding anything to the contrary herein, (i) Seller will not be liable hereunder (other than for any claim for fraud) for an amount in excess of the Purchase Price (ii) no Sellers will have any indemnification obligation hereunder unless and until the Final Closing occurs; and (diii) the maximum aggregate amount except with respect to a breach of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (any representation or warranty in Article V or in respect of a breach of any covenant or agreement requiring performance at or prior by the Sellers, Sellers indemnification obligations under Section 11.2 will be limited to the Closing), shall be an amount equal to $2,700,000; and (e) the such Initial Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraud.Loss. Stock Purchase Agreement

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Except with respect to claims for equitable remedies, claims by any party hereto based on actual fraud with intent to deceive in the making of the representations and warranties in this Agreement (“fraud”), or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnifying Party Indemnitor shall be liable have an 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 9.2(a)(i)3.4 hereof, Section 9.2(b)(i), Section 9.2(cand 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) and Section 9.2(dor 12.3(i), as the case may beappropriate, unless except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the aggregate total amount of indemnifiable resulting Losses which may be recovered from exceeds three-fourths percent (0.75%) of the Indemnifying Parties equals or exceeds $547,500 Total Consideration, as adjusted pursuant to Section 3.4 hereof (the “Basket Threshold Amount”), in after which case time the Indemnifying Parties Indemnitor shall only be liable only for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Threshold Amount; provided, that (i) the foregoing clauses (a) and (b) limitations shall not apply to Losses arising out of or relating to the untruth or breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply representation or warranty made in any Core Representation or to Losses any representation or warranty in the event of Fraudfraud. 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 Loss more than once and all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such Indemnifiable Claim, which Losses shall be calculated net of any actual recovery of an Indemnitee, regardless of the number of Indemnitees that may have rights pursuant to such Indemnifiable Claim. 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 (b) Sections 12.2(ii), 12.3(ii) and 12.3(iii) may be made indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Seller shall have no Indemnifying Party shall be liable liability under Section 9.02 for any claim for indemnification pursuant in respect of Purchaser Indemnified Parties’ Losses, and the Purchaser shall not have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) which individually (except that if the Losses are a series of related Losses, then in the aggregate) are less than $100,000 (the “De Minimis Amount”) (provided that in the event that the amount of any Loss with respect to Section 9.2(a)(isuch individual claim, or series of related Losses exceeds the De Minimis Amount, subject to the limitations in (ii), Section 9.2(b)(iindemnification shall be made from the first dollar of Losses resulting from such claim not withstanding that any individual claim may involve a Loss of less than the De Minimis Amount), Section 9.2(cand (ii) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable the respective Indemnified Parties’ Losses which may be recovered from the Indemnifying Parties equals or associated with indemnification claims under such Section exceeds $547,500 1,000,000 (the “Basket Deductible Amount”), in after 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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall be obligated for all such Indemnified Parties’ Losses, and not only be liable for the amount portion of such Losses in excess exceeding the Deductible Amount. The aggregate liability of the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to Party under 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers 9.02 shall not be obligated to indemnify exceed $80,000,000 (the Buyer or any other Person “Cap”). The aggregate liability of the Indemnifying Party under Section 9.03 shall not exceed the Cap. The provisions of this Section 9.04 shall not apply with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that indemnification: (ix) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (aunder Section 6.17(d), (bSections 9.02(b) to 9.02(g), or Section 9.03(b); or (cy) for Taxes (including pursuant to Article VII hereof and (d) shall not apply to Losses in Article VI of the event of FraudTAHM Share Purchase Agreement).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Party the Sellers shall not be liable (including, for the avoidance of doubt, through release to Buyer of all or any part of the Indemnity Escrow Amount) for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a6.2(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party Sellers equals or exceeds the Basket AmountUSD $100,000, in which case the Indemnifying Party Sellers shall only be liable only for the amount of such Losses in excess thereof; provided, that this clause (i) shall not apply to Losses arising out of or relating to the Basket Amountinaccuracy or breach of Section 3.16 relating to Taxes, any Fundamental Representation or in the event of fraud by a Seller (which claim may be brought solely against the Seller who committed such fraud); (cii) 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated (including, for the avoidance of doubt, through release to indemnify the Buyer of all or any other Person with respect to any Loss to part of the extent that a specific accrual or reserve Indemnity Escrow Amount) for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach indemnification claims (x) under Section 6.2(a) or inaccuracy of any Fundamental RepresentationSection 6.2(c) shall be NOK 1,750,000 and (y) under Section 6.2(e) shall be NOK 1,000,000; provided, and that this clause (ii) shall not limit any claim for fraud by a Seller (which claim may be brought solely against the foregoing clauses (aSeller who committed such fraud), (b), (c) ; and (diii) any claim for indemnification pursuant to Section 6.2(b) shall not apply be brought solely against the Seller or Sellers who breached the applicable covenant or agreement giving rise to Losses in the event of Fraudsuch indemnification claim.

Limits on Indemnification. No amount shall be payable ------------------------- by the Stockholders or the Parent pursuant to Section 6.02(a) or 6.02(b), respectively, unless the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Section 6.02(a) or (b), as applicable, exceeds $50,000, in which case the full amount of such Losses shall be payable as provided in Section 6.02. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 6.02(a), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate maximum amount of indemnifiable Losses which that may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification Stockholder pursuant to Section 9.3(a6.02(a) unless shall be an amount equal to (x) $2,100,000 multiplied by (y) a fraction, the numerator of which shall be the total number of Shares held by such Stockholder immediately prior to the Closing, as set forth on Schedule A hereto, and until the aggregate denominator of which shall be 1,433,366; provided, however, that the maximum amount of indemnifiable Losses which ----------------- that may be recovered from the Indemnifying Party equals or exceeds the Basket Amountany Stockholder, in which case the Indemnifying Party shall only be liable for the amount of if such Losses in excess are a result of any breach by such Stockholder of the Basket Amount; (crepresentation and warranty contained in Section 2.02(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 as applied 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 beShares owned by it, shall be an amount equal to $547,500the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; (d) provided, further, that there shall be no limit on the amount of -------- ------- indemnifiable Losses that may be recovered from any Stockholder in the event that the breach of the representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of such Stockholder. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnifiable Losses which that may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect the Parent shall be $2,100,000; provided, however, that the maximum amount of indemnifiable Losses -------- ------- that may be recovered from the Parent by any Stockholder if such Losses are a result of any covenant or agreement requiring performance at or prior to breach of the Closing), representation and warranty contained in Section 3.04 shall be an amount equal to $2,700,000the value on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; and (e) the Sellers provided, further, there shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for no limit on the amount of such Loss was taken into account in calculating -------- ------- indemnifiable Losses that may be recovered from the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses Parent in the event that the breach of Fraudthe representation, warranty or covenant that gave rise to such Losses resulted from or arose out of fraud on the part of the Parent or the Purchaser.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person Except with respect to any Loss to claims for equitable remedies and claims based on fraud, following the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; providedClosing Date, that (i) the foregoing clauses (a) and (b) no Indemnitor shall not apply to have an indemnification obligation for any amount for Losses arising out of or relating resulting from the causes enumerated in Sections 11.2(i) (other than with respect to the claims arising out of or resulting from a breach or inaccuracy of any Fundamental Representation) or Section 11.3(i), and as applicable, in excess of ten percent (10.0%) of the Closing Payment; (ii) no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from a breach or inaccuracy of any Fundamental Representation (other than the representations and warranties in Section 3.11(b) (the “Special IP Representation”)), in excess of the Total Consideration (only to the extent paid to Seller); and (iii) no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Section 11.2(i) or Section 11.3(i), as appropriate, other than those arising out of or resulting from a breach or inaccuracy of any Fundamental Representation or Section 3.8, until the total amount of resulting Losses exceeds one percent (1%) of the Closing Payment (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. Notwithstanding the foregoing clauses or any other provision of this Agreement to the contrary, the Losses arising out of or resulting from a breach or inaccuracy of any Special IP Representation shall not be limited in amount. The amount of any Losses indemnifiable by either party pursuant to this ARTICLE XI shall be adjusted to reflect the value of any insurance proceeds actually received (anet 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 the 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), (b), (c. Claims for Losses made pursuant to Sections 11.2(i) and (d11.3(i) shall not apply may be made at any time prior to the Expiration Date and all other claims for Losses in the event of Fraudpursuant to this ARTICLE XI may be made indefinitely.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Party shall be liable for any claim indirect, special, incidental, exemplary, punitive or consequential Losses or 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amountany lost profits; (bii) 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 Closing Date; (iii) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a9.02(a)(i) (except with respect to Sections 3.01, 3.02, 3.03 and 3.21) of this Agreement, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount$16,110,000, in which case the Indemnifying Party shall only be liable only for the amount of such those Losses in excess of $16,110,000 (the Basket “Deductible Amount”); (civ) 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 Agreement by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate Losses set forth in clause (iii) above other than Losses in excess of $US100,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; (v) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.2(a)(i9.02(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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,00080,550,000; and (evi) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to contingent or unquantifiable Losses, no payment will be due by any Loss Indemnifying Party unless and until the relevant Losses cease to the extent that a specific accrual be contingent or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraudmay be quantified.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: , except for (a) no Indemnifying Party fraud and (b) breaches of any representations or warranties contained in Section 4.1 (Organization; Qualification), Section 4.2 (Subsidiaries), Section 4.3 (Capitalization), Section 4.4 (Authorization; Validity of Agreement; Company Action), Section 4.17 (Board Vote; Shareholder Vote; Takeover Statutes), Section 4.19 (Brokers or Finders), Section 5.1 (Organization), Section 5.2 (Authorization; Validity of Agreement; Necessary Action) and Section 5.7 (Brokers or Finders), neither the Parent Indemnified Parties nor the Shareholder Indemnified Parties shall be liable for any claim for entitled to indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $5,000,000 (the Basket Amount“Indemnity Deductible”), in after which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; Indemnity Deductible (c) specifically including any costs or expenses incurred by the maximum aggregate amount of indemnifiable Losses which may be recovered from all Shareholder Representative or any Indemnifying Parties Party or payable to any Indemnified Party, in any such case, pursuant to Section 9.2(a)(i9.5(b)(ii) 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person hereof with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (bThird-Party Claims) shall not apply to Losses be recoverable; provided that only individual claims or claims arising out of or relating the same set of facts that exceed $50,000 shall be counted as Losses for which indemnification may be pursued. Indemnifiable Losses of the Parent Indemnified Parties shall be payable solely from (and shall not exceed the amount available in) the Indemnification Escrow Account (after giving effect to any prior distributions therefrom). Notwithstanding any other provision in this Agreement to the breach or inaccuracy contrary, if on the date hereof the Indemnified Party has knowledge of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses inaccuracy in the event representations and warranties made by the Indemnifying Party as of Fraudthe date hereof, the Indemnified Party shall have no right or remedy after the Closing with respect to such inaccuracy and shall be deemed to have waived its rights to indemnification in respect thereof.

Limits on Indemnification. The maximum amount of Damages which may be recovered from Seller for claims under Section 9.03(a)(i): (a) for Damages arising out of, based upon or resulting from any misrepresentation or inaccuracy in or breach of any of the representations or warranties by Seller set forth in Section 3.01 (Organization, Standing and Power), Section 3.02 (Authority), Section 3.03 (No Conflicts), Section 3.05 (Title to Purchased Assets; Absence of Encumbrances), Section 3.14 (Environmental Matters) and Section 3.15 (Taxes) (the "Extended Representations") shall be an amount equal to the Purchase Price, and (b) for Damages arising out of, based upon or resulting from any misrepresentation or inaccuracy in or breach of any other representation or warranty by Seller in this Agreement, the Seller Disclosure Schedule, any of the Ancillary Agreements to which Seller is a party, or any certificate, instrument or document delivered by Seller pursuant hereto or thereto shall be an amount equal to the Escrow Amount plus all interest actually earned thereon prior to the termination of the Escrow Fund pursuant to Section 9.06. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party , there shall be liable no limit as to the Indemnified Persons' recovery of Damages with respect to fraud or intentional misrepresentation or willful or intentional breach by Seller. The Escrow Fund shall be partial security for any claim the indemnification obligations of Seller under Section 9.03 and, except as expressly set forth in this Article IX, shall not be a limitation on indemnification or other recovery. All claims 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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, 9.03 shall be an amount equal to $547,500; (d) made first against the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss Escrow Fund to the extent that a specific accrual any funds remain therein and are available to satisfy such claims for indemnification, and the Escrow Fund shall be the sole and exclusive remedy or reserve source of recovery for indemnification under this Agreement to the amount extent of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraudremaining available funds.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), 7.2(a) or Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d7.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Party equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount1,000,000, in which case the Indemnifying Party shall only be liable for the full amount of such Losses in excess of from the Basket Amount; first dollar thereof, (cb) 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 an Indemnified Party arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in Section 9.2(b)(i7.2(a) 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(d7.3(a), as the case may be, shall be an amount equal to $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; 9,300,000 provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the inaccuracy or breach or inaccuracy of any Fundamental RepresentationCore Representation or of Sections 3.10, and (ii) the foregoing clauses (a)or 3.15, (b), (c) and (d) shall not apply to Losses any representation or warranty in the event of Fraudfraud, willful misconduct or intentional misrepresentation, or with respect to payments made, not later than October 11, 2014, by the Acquiror or the Surviving Corporation in respect of the Indebtedness of the LallyMix in excess of one half of the amount of the Indebtedness of LallyMix on the Closing Date, all of which shall be indemnified in full. The Indemnified Party may not make a claim for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 7.1, except as otherwise provided in Section 7.1 or, with respect to the LallyMix indemnity, the three year period provided in this Section 7.5. With respect to the Stockholders as an Indemnifying Party, it is the intent of the parties that the $1,000,000 basket amount and $9,300,000 cap amount shall apply to the Stockholders in the aggregate, and not to each individually.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: , (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a8.02(a) or 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $1.75 million (the “Basket Amount, ”) in which case the Indemnifying each Indemnified Party shall only be liable entitled to indemnification for the entire amount of such Losses in excess of the Basket Amount; Loss and (cb) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.2(a)(i) and (ii) (in respect of any covenant 8.02 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)8.03, as the case may be, shall be an amount equal to $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior Escrow Amount. Notwithstanding anything herein to the Closing)contrary, shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount provisions of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (bSection 8.04(a) shall not apply (i) with respect to Losses arising out indemnification of the Purchaser Indemnified Parties for any Excluded Taxes pursuant to 8.02 hereof or relating to for any breach by the breach Seller of the representations and warranties set forth in Sections 3.22 or inaccuracy 3.25 or clause (iii) of any Fundamental Representation, and the second sentence of Section 3.04(b) or (ii) with respect to indemnification of the foregoing clauses (a)Seller Indemnified Parties for any breach by the Purchaser of the representations and warranties set forth in Section 4.07. Subject to Section 8.10, (b), (c) any obligation of the Seller to indemnify and (d) hold harmless any Purchaser Indemnified Party for and against any Losses hereunder shall not apply to Losses be payable solely out of distributions of the Escrow Amount in accordance with the event terms of Fraudthe Escrow Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementAgreement and in lieu of qualifying the representations and warranties in Article II (other than in Sections 2.11, 2.21(e) and 2.25), Article III and Article IV (other than in Section 4.9) by materiality or Material Adverse Effect, the parties agree that: (a) no amount shall be payable by any Indemnifying Party shall be liable for any pursuant to Sections 9.2(a), 9.2(b), 9.3(a) unless (i) with respect to a potential claim, such claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(cIndemnifiable Damages exceeds $10,000 and (ii) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or all claims for Indemnifiable Damages exceeds $547,500 100,000 (the “Basket Amount”"Indemnification Threshold"), in which case such Indemnified Party shall be entitled to the Indemnifying Parties full amount of such Indemnifiable Damages; provided, however, that the Indemnification Threshold shall only be liable for not apply to (A) any Indemnifiable Damages pursuant to Sections 9.2(c), 9.2(d) or 9.3(b) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to the amount of such Losses in excess indebtedness for borrowed money of the Basket AmountMandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (bC) an Indemnifying Party shall not be liable for any claim for indemnification breach by any Seller of any representation or warranty set forth in Section 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to Section 9.3(a) unless 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in Section 2.22 shall otherwise be subject to the limitations of this Section 9.5(a); provided further that, for the avoidance of doubt, the Parties acknowledge and until agree that the aggregate Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; the maximum amount of indemnifiable Losses Indemnifiable Damages for which indemnity may be recovered from Sellers in the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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, this Agreement shall be an amount equal to $547,5005,000,000 (the "Indemnification Cap"); (d) the maximum aggregate amount of indemnifiable Losses Indemnifiable Damages for which indemnity may be recovered from Indemnifying Parties pursuant to Section 9.3(a) Buyer and Section 9.3(b) (Xxxxxxx in respect of any covenant or agreement requiring performance at or prior to the Closing), aggregate shall be an amount equal to $2,700,000the Indemnification Cap; and (e) the Sellers provided, however, that this limitation shall not be obligated to indemnify the Buyer or any other Person apply with respect to any Loss failure of any party to the extent that a specific accrual pay and deliver any amount pursuant to Sections 1.3, 1.4 or reserve for 1.5 hereof; the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Loss Buyer Indemnified Parties (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was taken into account indemnified prior to the realization of such reductions of Indemnifiable Damages); notwithstanding any provision to the contrary contained in calculating this Agreement, in the Net Adjustment Amountevent that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a representation or warranty of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; provided, however, that (i) the foregoing clauses (a) and (b) this limitation shall not apply with respect to Losses arising out any breach of a representation or warranty known to the Indemnified Party with respect to which the Indemnified Party provided written notice of to the Indemnifying Party prior to the date of this Agreement; in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of paying and satisfying all or any portion of such claim by a reduction, on a dollar for dollar basis, of the outstanding principal amount, if any, of the Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and Buyer and Xxxxxxx hereby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or arrangement that would otherwise prohibit, restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification is sought hereunder (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); and neither Buyer nor Xxxxxxx shall have the right to seek recovery or payment in respect of any Indemnifiable Damages if (A) the matter(s) that gave rise to such Indemnifiable Damages is cured, repaired or otherwise remedied by the Mandara Entities and (B) the amounts expended to cure, repair or otherwise remedy such damages are treated as expenses that reduce the amount of EBITDA of the Mandara Entities earned during the Test Period for the purposes of Section 1.5 of this Agreement. Remedies Exclusive . Each party hereby acknowledges and agrees that its sole remedy with respect to any claims for money damages relating to the breach Mandara Shares or inaccuracy the Business of the Mandara Entities or the subject matter of this Agreement shall be pursuant to the indemnification provisions of this Article IX. In furtherance of the foregoing, each party hereby waives to the fullest extent permitted by law, any Fundamental Representationand all other rights, claims, and (ii) causes of action it may have against the foregoing clauses (a)other parties or their respective Representatives and Affiliates relating to the Mandara Shares, (b)the Business or the subject matter of this Agreement, (c) and (d) shall not apply to Losses other than claims for or in the event nature of Fraudfraud. Payments of Indemnifiable Damages . All Indemnifiable Damages shall be treated as adjustment to the Purchase Price for Tax purposes, unless a different Tax treatment is required pursuant to a "determination" (as defined in Section 1313(a) of the Code, or has provided in any equivalent provision of state, local or foreign Law).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) , no Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i10.2(a)(i), Section 9.2(b)(i10.2(b)(i), or Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a10.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to under Section 9.2(a)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing10.2(a)(i), Section 9.2(b)(i10.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(c) and Section 9.2(d10.3(a), as the case may be, equals or exceeds [***] Dollars ($[***]) (such amount, the “Deductible”), after which the Indemnifying Party shall be an amount equal to $547,500; (d) liable for the maximum aggregate full amount of indemnifiable all Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect excess of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountDeductible recoverable under this Article X; provided, however, that (i) the foregoing clauses (a) and (blimitation set forth in this Section 10.4(a) shall not apply to Losses arising out of (i) breaches of, or relating to inaccuracies in, the breach Fundamental Representations or inaccuracy of any Fundamental Representation, and (ii) Losses attributable to Fraud. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] Dollars ($[***]) (the “De Minimis Amount”); provided, however, that the foregoing clauses (a), (b), (c) and (dlimitation set forth in this Section 10.4(a) shall not apply to (i) breaches of, or inaccuracies in, the Fundamental Representations, (ii) breaches of Sellers’ obligations pursuant to Section 6.17 or (iii) Losses in attributable to Fraud. Any Loss or series of related Losses that exceeds the event De Minimis Amount shall be counted toward the Deductible. No Loss or series of Fraudrelated Losses that does not exceed the De Minimis Amount will be counted toward the Deductible.

Limits on Indemnification. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (bi) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a8.2(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount$2,025,000, in which case the an Indemnifying Party shall only be liable only for the amount of such Losses in excess of such amount; provided, that no Losses may be claimed by any Indemnified Party or may be included in calculating the Basket Amount; aggregate Losses for the purpose of this clause (ci) other than Losses in excess of $50,000, (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from all a Company Indemnifying Parties pursuant Party arising out of or relating to the matters set forth in Section 9.2(a)(i) 2.13 and Section 8.2 shall be the Escrow Amount (which shall constitute the sole and exclusive remedy for such matters), 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 $547,500; (diii) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) Holders, Optionholders and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers Warrantholder shall not be obligated to indemnify the Buyer Parent or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, further that (i) the foregoing clauses (ai) and (bii) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental RepresentationRepresentation or claims based on Fraudulent breach of any representation or warranty described in Section 8.2, for which in the case of liability of any Holder, Optionholder or Warrantholder the maximum liability shall be the portion of the Gross Cash Merger Consideration and Closing Stock Merger Consideration (iivaluing shares of Parent Common Stock using the Average Stock Price) actually paid to such Person. No Indemnified Party may make a claim after the foregoing clauses (afirst anniversary of the Closing Date for indemnification under Section 8.2(a) or Section 8.3(a), (b)as the case may be, (c) and (d) shall not apply for breach by the Indemnifying Party of a particular representation or warranty, except with respect to Losses a claim based on a Fundamental Representation or Fraudulent breach of any representation or warranty described in Section 8.2 or Section 8.3, for which no Indemnified Party may make a claim after the event expiration of Fraudthe applicable statute of limitations.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (bi) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) 9.02 unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds an amount equal to one million dollars ($1,000,000) (the Basket Amount“Liability Threshold”), in provided that once the Liability Threshold is reached, Sellers shall be liable for all claims back to dollar zero; (ii) the maximum amount of indemnifiable Losses which case may be 37 recovered from an Indemnifying Party pursuant to Section 9.02 shall be an amount equal to thirty million dollars ($30,000,000) (the “Cap”) and (iii) an Indemnifying Party shall only not be liable for any individual claim or series of related individual claims for indemnification pursuant to Section 9.02 unless the amount of such Losses in excess of the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all the Indemnifying Parties pursuant to Section 9.2(a)(i) and Party for each individual claim or series of related individual claims exceeds ten thousand dollars (ii$10,000) (in respect of any covenant or agreement requiring performance at or prior to the Closing“Per Claim Minimum”), Section 9.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to after which the Closing), Section 9.2(c) and Section 9.2(d), as the case may be, Indemnifying Party shall be an amount equal liable for all of such Losses back to $547,500dollar one; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing)provided, shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss however, to the extent that a specific accrual the representations and warranties contained in Article IV (including Annex H) relate to an Owned Real Property, if the claim or reserve for the amount series of related individual claims relates to breach of such Loss was taken into account representations and warranties and results in calculating making it impossible or against applicable Law for Purchaser or its Affiliates to rent such Owned Real Property to a third party, the Net Adjustment AmountPer Claim Minimum shall not apply with respect to such claim or series of related individual claims related to such breach; provided, further, that (i) the foregoing clauses (a) and (b) shall not apply to any Losses arising out of (i) a breach of the representations and warranties contained in Section 3.02 or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses any claim asserted pursuant to item (a), iv) or item (b), (cv) and (d) of Section 9.02 shall not apply be subject to Losses in the event of FraudLiability Threshold, the Cap or the Per Claim Minimum.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Seller Party shall be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.2(a)(i), 10.2(a) or Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a10.2(k) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Party Seller Parties equals or exceeds $999,000 (the Basket Amount“Deductible”), in which case the Indemnifying Seller Parties shall be obligated to indemnify such Buyer Indemnified Party shall only be liable for the aggregate amount of such Losses in excess of the Basket AmountDeductible; (cii) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i10.2(a) 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 $547,500999,000 (the “Cap”); and (diii) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying by the Buyer Indemnified Parties pursuant to Section 9.3(a10.2(k) and Section 9.3(b) shall be $22,000,000; provided that the limitations in (in respect of any covenant or agreement requiring performance at or prior to the Closingi), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (aii) and (biii) shall not apply to Losses arising out of any inaccuracy in or relating to the breach or inaccuracy of any Fundamental RepresentationRepresentation of any Seller Party, and or a claim for Fraud. The Seller Parties shall not be liable to any Buyer Indemnified Parties for indemnification under Section 10.2(a) with respect to any claim for indemnification not subject to the Cap in an aggregate amount greater than the Purchase Price (ii) the foregoing clauses (a“Fundamental Cap”), (b), (c) and (d) ; provided that the limitation in this sentence shall not apply to Losses in the event of any claim for Fraud.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; (ci) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant the Seller arising out of or relating to the causes set forth in Section 9.2(a)(i) 8.2(a), other than with respect to the Fundamental Representations, the Tax Representation and the IP Representation shall be the funds then existing in the Indemnity Escrow Fund; (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect the Seller arising out of any covenant or agreement requiring performance at or prior relating to the Closing)IP Representation, when aggregated with all other Losses covered by 8.5(a)(i) paid by the Seller to indemnify the Buyer Indemnitees, shall be an amount equal to $2,700,00025,000,000; and (eiii) the Sellers shall not maximum aggregate amount of indemnifiable Losses which may be obligated recovered from the Seller arising out of or relating to the breach of the Fundamental Representations or the Tax Representations, in each case when aggregated with all other Losses paid by the Seller to indemnify the Buyer or any other Person with respect to any Loss Indemnitees, shall be an amount equal to the extent that a specific accrual or reserve for Purchase Price; and (iv) the maximum aggregate amount of such Loss was taken into account in calculating indemnifiable Losses which may be recovered from the Net Adjustment AmountSeller under Section 8.2(b), when aggregated with all other Losses paid by the Seller to indemnify the Buyer Indemnitees shall be limited to the Purchase Price; provided, that (i) the foregoing clauses (ai) and (bii) shall not apply to Losses arising out of fraud with intent to deceive or relating to willful misrepresentation. The Indemnified Party may not make a claim for indemnification under Section 8.2(a) for breach by the breach Indemnifying Party of a particular representation or inaccuracy warranty after the expiration of any Fundamental Representationthe survival period thereof specified in Section 8.1, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses except as otherwise provided in the event of FraudSection 8.1.

Limits on Indemnification. (a) De minimis Amount and Basket Amount. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party Agreement to the contrary, the PSI Indemnified Parties shall not be liable for entitled to indemnification hereunder with respect to any claim for indemnification Losses pursuant to Section 9.2(a)(i)7.1, Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may beabove, unless and until the aggregate amount of indemnifiable Losses which may from a single claim of indemnification exceeds Ten Thousand Dollars ($10,000) (the “De minimis Amount”) (it being understood that if a common or related set of occurrences, events or set of facts results in Losses, then such Losses shall be recovered aggregated for purposes of determining whether the De minimis Amount has been satisfied) and unless and except to the extent that the aggregate Losses from all claims with respect thereto in excess of the Indemnifying Parties equals or exceeds De minimis Amount exceed, in the aggregate, Two Hundred Thirty Thousand Dollars ($547,500 230,000) (the “Basket Amount”), in which case and then indemnification hereunder shall be only to the Indemnifying Parties shall only be liable for the amount of extent such Losses in excess of exceed the Basket Amount; . The parties agree that the De minimis Amount is to serve as a “trigger” for indemnification (band not a deductible) an Indemnifying Party and the Basket Amount is to serve as a “deductible”. Notwithstanding the foregoing, the De Minimis Amount and the Basket Amount shall not be liable for any claim for apply to limit the indemnification pursuant to Section 9.3(a) unless and until which the aggregate amount of indemnifiable Losses which PSI Indemnified Parties may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable entitled for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual such Losses arise out of or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that relate to (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of any misrepresentation or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) any misrepresentation or breach of the foregoing clauses representations and warranties set forth in Section 3.14 (aTaxes), (biii) any breach of a covenant or agreement made or to be performed by the Seller or Shareholders pursuant to this Agreement, (iv) any claim based upon fraud, (v) any Pre-Closing Taxes or Taxes relating to the Reorganization or any Excluded Liability that is not satisfied in full at the Closing, (vi) any of the matters set forth on Exhibit 7.1(e), (cvii) and any Excluded Environmental Matters (dthe matters referred to in clauses (i) shall not apply to Losses in through (vii), collectively, the event of Fraud“Excluded Items”) or (viii) the Reorganization.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Party No Indemnitee shall be liable entitled to indemnification from Rights Holders or Buyer, as applicable (each, the "Indemnifying Party"), for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(cLosses arising under ‎Section 7.2(a)(i) and Section 9.2(dor ‎Section 7.2(b)(i), as the case may beapplicable, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the such Indemnifying Parties shall only be liable for equal or exceed US$100,000 (the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount"Threshold"), in which case the Indemnifying Party shall only be liable for the full amount of such Losses in excess of from the Basket Amount; first dollar thereof, (cii) the maximum aggregate amount of indemnifiable Losses (the "Cap") which may be recovered from all any Indemnifying Parties Party by any Indemnitees pursuant to ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i), as applicable, shall be (X) the Merger Consideration and Convertible Loan Repayment Amount (including any part thereof previously paid to Indemnitees pursuant to the indemnification provisions hereunder), except that (Y) for breaches pursuant to Section 9.2(a)(i7.2(a)(i) which are not breaches of Company Fundamental Representations or Company Corporate Representations and IP Representations, the Escrow Amount (or any remaining portion thereof); in each case, which shall be the sole and exclusive remedy of the Indemnitees for any claims pursuant to ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i) hereof; provided, however, that (i) with respect to all Rights Holders other than BRM Capital Fund, L.P., the Threshold and the Cap shall not apply with respect to any such Person in the case of Fraud, and (ii) (with respect to BRM Capital Fund, L.P. only, the Cap applicable in respect the event 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, Fraud shall be an amount equal to $547,500; 125% of its Pro-Rata Portion of the Merger Consideration and Convertible Loan Repayment Amount (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties including any part thereof previously paid to Indemnitees pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closingindemnification provisions hereunder), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to Taxes: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a9.02(a) or 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case $2.75 million whereupon the Indemnifying Party shall only be liable for indemnification for the full amount of such Losses in excess of the Basket AmountLosses; (cb) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.2(a)(i9.02(a) and (iior 9.03(a) (other than indemnification in respect of any covenant Seller Fundamental Representations or agreement requiring performance at or prior to the Closing)Purchaser Fundamental Representations, 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(drespectively), as the case may be, shall be an amount equal to $547,50020% of the Purchase Price; (dc) the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Parties pursuant to Party arising out of or resulting from the causes set forth in Section 9.3(a9.02(a) and Section 9.3(bor 9.03(a) (for indemnification in respect of any covenant Seller Fundamental Representations or agreement requiring performance at or prior to Purchaser Fundamental Representations, respectively, as the Closing)case may be, shall be 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 9.03(a), other than for indemnifiable Losses in excess of $2,700,00020,000 resulting from a single claim or aggregate claims arising from the same facts, event or circumstances; and (e) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(b) or 9.03(b), as the case may be, shall be an amount equal to the Purchase Price; and (f) the Sellers shall not be obligated to indemnify have no Liability for any Losses in respect of the Buyer or any other Person Purchaser’s Financing with respect to a breach of the representation and warranty contained in Section 3.08(b) other than taking such action as is necessary to make such representation and warranty accurate, and in any Loss event the Sellers shall have no Liability for any such Losses relating to market conditions or market risk. Notwithstanding the extent that a specific accrual or reserve for foregoing, the amount provisions of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) this Section 9.04 shall not apply to Losses arising out indemnification in respect of Taxes, Section 5.15, or relating the obligations of Dycom and the Purchaser pursuant to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (aSection 9.03(d), (b), (c) and (d) shall not apply to Losses in the event of Fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party shall be liable Except for indemnification for any claim for indemnification pursuant Damages that are suffered or incurred by any of the Parent Indemnified Parties or to which any of the Parent Indemnified Parties may otherwise become subject (regardless of whether or not such Damages relate to any Third Party Claim or Action), and that arise from or as a result of, or are connected with (i) fraud or intentional misrepresentation or breach of this Agreement or any Ancillary Agreement by the Company, the Escrow Participants’ Representative or any Company Securityholder or (ii) a breach or failure of any representation and warranty in Section 9.2(a)(i4.03 (Capitalization), Section 9.2(b)(i), Section 9.2(c4.05 (Transaction Schedule) and Section 9.2(d4.13 (Benefit Plans), as the case may besole and exclusive remedy of the Parent Indemnified Parties in respect of a Parent Claim shall be limited to recourse against the Indemnification Escrow Fund. In the event of a breach or failure of any representation or warranty referenced in subclause “(ii)” of the foregoing sentence the Parent Indemnified Parties shall not be entitled to make a Parent Claim to the extent all Damages previously recovered by the Parent Indemnified Parties under Section 9.02, unless and until together with any Damages resulting from any such breach or failure of any representation or warranty referenced in subclause “(ii)” of the foregoing sentence (but for the avoidance of doubt, all Damages shall be counted only once), exceed Twenty Seven Million Seven Hundred Fifty Thousand Dollars ($27,750,000). Except in the event of fraud or willful misconduct of the Company prior to the Effective Time, the aggregate amount of indemnifiable Losses which may indemnification available to the Parent Indemnified Parties hereunder shall be recovered from limited to the Indemnifying Parties equals or exceeds $547,500 (Indemnification Escrow Amount. Nothing contained in this Agreement shall limit the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 rights of any covenant Parent Indemnified Party to seek 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer obtain injunctive relief or any other Person with respect equitable remedy to any Loss to which such Parent Indemnified Party is otherwise entitled. The Liability of the extent Escrow Participants for indemnification that a specific accrual or reserve for is not satisfied by the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) Indemnification Escrow Fund shall be several and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses joint. Except as set forth in the event immediately preceding sentence and Sections 9.05 and 9.09, the procedure for satisfaction of FraudParent Claims is set forth in the Escrow Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: foregoing provisions of Section 7.2 and Section 7.3, (a) no Indemnifying Party Sellers shall be liable not have any liability to Buyer 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 case may be, Buyer Losses unless and until the aggregate amount of indemnifiable all Buyer Losses which may be recovered from the Indemnifying Parties equals or incurred exceeds $547,500 1,000,000 (the “Basket Amount”"Basket"), in which case the Indemnifying Parties shall event only be liable for the amount of such Losses in excess of the Basket Amount$1,000,000 shall be recoverable; (b) an Indemnifying Party Seller shall not be liable required to indemnify Buyer for any claim for indemnification pursuant to Section 9.3(a) unless and until Buyer Losses which in the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess exceed fifty percent (50%) of the Basket AmountPurchase Price (the "Cap"); (c) the maximum aggregate amount limitations set forth in subsection (a) 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers this sentence shall not be obligated to indemnify the Buyer or any other Person apply with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses claims arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and Section 8.14; (d) neither subsections (a) nor (b) of this sentence shall not apply with respect to Losses claims arising out of or related to Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 2.4 (as to title only) or Section 2.9 (as to title only), or in the event either Seller is determined to have acted fraudulently; (e) Buyer shall not be entitled to indemnification for claims hereunder with respect to losses which, on an individual basis, do not exceed $10,000 ("De Minimis Losses"), and De Minimis Losses shall not be counted toward the Cap or the Basket; provided, however, that, subject to the Basket and the Cap, Buyer shall be entitled to recover the full amount of Fraudany indemnifiable losses that do not constitute De Minimis Losses; and (f) in the event that either Seller is conducting any defense against a Third Party Claim for which Buyer has sought indemnification hereunder, expenses incurred by such Seller in connection therewith, including legal costs and expenses, shall constitute Buyer Losses for purposes of the Cap, to the extent that such Buyer Losses are subject to the Cap.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party No Indemnitee shall be liable entitled to seek indemnification under this Article XI 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 case may be, individual event or circumstance unless and until the amount of Losses resulting from such event or circumstance exceeds $10,000.00 (the “De Minimis Amount”), in which case all such amount shall be deemed a Loss hereunder. (b) Sellers shall not have any indemnification obligations under Section 11.2(a) unless and until the claims asserted against any or all Sellers exceed $300,000.00 in the aggregate (the "Basket Amount"), in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Basket Amount. Buyer shall not have any indemnification obligations under Section 11.3(a) unless and until the claims asserted against Buyer exceed the Basket Amount, in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Basket Amount. (c) The maximum amount of indemnifiable Losses which may be recovered from Sellers arising out of or resulting from the Indemnifying Parties equals or exceeds causes set forth in any provision of this Agreement, shall be limited to the sum of $547,500 2,000,000.00 (the “Basket AmountCap”), 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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate . The maximum amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating resulting from the causes set forth in any provision of this Agreement, shall be limited to the breach or inaccuracy of any Fundamental Representation, and Cap. (iid) the foregoing clauses Notwithstanding (a), (b), ) and (c) and (d) above, none of the De Minimis Amount, the Basket Amount nor the Cap shall apply with respect to any Losses resulting from breaches of any of the Fundamental Representations; provided, however, that Sellers shall not apply be liable for indemnification obligations in excess of the Purchase Price with respect to any Losses arising of or resulting from any breach of any representation, warranty, covenant or agreement of Sellers contained in the event of Fraudthis Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party Concentra shall be liable for not have any claim for indemnification pursuant obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c12.2(a)(i) and Section 9.2(d12.2(a)(iii), as the case may be, unless and until the Buyer Indemnitees shall first have suffered aggregate amount Buyer Indemnifiable Losses in excess of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 3,875,000 (the “Basket AmountBasket”)) (at which point, subject to the limitations set forth in which case the Indemnifying Parties this ARTICLE XII, Concentra shall only be liable obligated to indemnify Buyer Indemnitees for the amount of all such Buyer Indemnifiable Losses in excess of the Basket AmountBasket); (b) an Indemnifying Party provided, however, Concentra shall not be liable for have any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated obligation to indemnify the Buyer or any other Person Indemnitees with respect to any Loss to individual Buyer Indemnifiable Losses of less than twenty thousand dollars ($20,000) each, and such Buyer Indemnifiable Losses shall not be counted toward the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountBasket; provided, that further, that, for purposes of determining whether an Buyer Indemnifiable Loss exceeds twenty thousand dollars (i) the foregoing clauses (a) and (b) shall not apply to $20,000), all Buyer Indemnifiable Losses arising out of or relating related to the breach same event or inaccuracy circumstance or a series of any Fundamental Representation, and (ii) related events or circumstances shall be treated as one Buyer Indemnifiable Loss. Notwithstanding the foregoing clauses to the contrary, claims asserted under Section 12.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Class I Fundamental Representation or asserted under the remaining provisions of Section 12.2(a) (aexcept Section 12(a)(iii), (b), (c) and (d) shall not apply be subject to Losses the Basket and shall not otherwise count in determining if the event of FraudBasket has been met.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no an Indemnifying Party (as defined below) shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i)and Parent Indemnified Parties, Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d)or Shareholder Indemnified Parties, as the case may be, shall not be entitled to indemnification under Section 9.02(i) or (iii) (solely with respect to Non-Income Taxes other than any Non-Income Taxes included in the 2003 Tax Liability) or 9.03(i), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Party or the Indemnity Escrow, as applicable, equals or exceeds $547,500 (the “Basket Amount”)1,200,000, in after which case the Indemnifying Parties Party shall be liable only for, or there may only be liable for recovered from the amount of such Indemnity Escrow, as applicable, those Losses in excess of the Basket Amount; $1,200,000, (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate maximum amount of indemnifiable Losses which may be recovered (i) arising out of or resulting from the Indemnifying Party equals causes set forth in Section 9.02 or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 be9.03, shall be an amount equal to $547,500; (d) the maximum aggregate amount Indemnity Escrow Amount. The provisions of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b9.04(a) shall not apply with respect to Losses arising out indemnification of or relating the Parent Indemnified Parties for any Income Taxes and the 2003 Tax Liability pursuant to Section 9.02(iii) hereof. The sole recourse for indemnification claims made by the breach or inaccuracy Parent Indemnified Parties pursuant to this Agreement shall be recovery of any Fundamental Representation, and (ii) amounts from the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses Indemnity Escrow Account in accordance with the event terms of Fraudthis Agreement.

Limits on Indemnification. Notwithstanding anything A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the contrary contained in this Agreement: party against whom it is made no later than sixty (a60) no days after expiration of said period. The party seeking indemnification (the “Indemnified Party”) agrees to give to the party against whom indemnification is sought (the “Indemnifying Party shall Party”) reasonable notice of any claim for which any of them would be liable for any claim for indemnification pursuant to Section 9.2(a)(i)hereunder. Notwithstanding the foregoing, Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant or with respect to Section 9.3(athe first Twenty Thousand Dollars ($20,000) unless and until of the aggregate amount of indemnifiable Losses all such damages and liabilities (including related costs and expenses) for which may Indemnifying Party, but for this sentence, would be recovered from liable under this Agreement or any certificate or instrument furnished to Indemnified Party pursuant hereto (hereinafter the Indemnifying Party equals or exceeds the Basket Amount“Basket”); provided, however, in which case the event the aggregate amount of all such damages and liabilities exceed the Basket, the Indemnifying Party shall only be liable for all such damages and liabilities (including related costs and expenses) from the amount of such Losses in excess of first dollar notwithstanding 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountBasket; provided, further, that (i) the foregoing clauses (a) and (b) Basket shall not apply to Losses arising out (i) any claim of or Indemnified Party relating to any intentional misrepresentation by or on behalf of the breach or inaccuracy of any Fundamental RepresentationIndemnifying Party, and (ii) any claim relating to any liability of Indemnified Party for any liability to be retained or paid by one or more of the foregoing clauses (a)Indemnifying Party pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (b)iii) a breach of any obligation or covenant of Indemnifying Party hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing hereunder, or (civ) and (d) shall not apply to Losses any inaccuracy or incorrectness in the event of Fraudany representation or warranty contained in Section 3.02, 3.03, or 3.30 hereof.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no Indemnifying Party shall be liable except with respect to indemnification for any claim for indemnification pursuant income and franchise (to Section 9.2(a)(i)the extent based on income or gross receipts) Taxes and related Losses, Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 Sellers shall not be liable for any claim for indemnification pursuant to Section 9.3(a10.02(a)(i), Section 10.02(b)(i) or Article VIII unless and until the aggregate amount of indemnifiable Losses under Section 10.02(a)(i), 10.02(b)(i) and Article VIII which may be recovered from the Indemnifying Party Sellers equals or exceeds $6,150,000 whereupon the Basket Amount, in which case the Indemnifying Party Purchaser Indemnified Parties shall only be liable entitled to indemnification for the amount 50% of such Losses up to and including Losses of $6,150,000 and the full amount of any Losses above $6,150,000 (subject to the limitations in excess of the Basket Amountthis Article X); and (cii) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant Sellers arising out of or resulting from the causes set forth in Section 10.02(a)(i) (except as it relates to Section 9.2(a)(ithe representations and warranties set forth in Sections 3.01 and 3.04), 10.02(b)(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, Article VIII shall be an amount equal to $547,500lesser of (x) 25% of the Purchase Price or (y) the amount of equity funding (excluding convertible debt) received by the Purchaser as of the Closing (the “Liability Cap”); provided that with respect to each Seller other than Xx. Xxxxxxxx (dA) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to such Seller arising out of or resulting from the causes set forth in Section 9.3(a10.02(a)(i) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Article VIII shall be an amount equal to $2,700,000; the product of such Liability Cap multiplied by the “Percentage Interest” set forth opposite the name of such Seller on Exhibit A and (eB) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to indemnifiable Losses arising out of or relating to resulting from the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (acauses set forth in Section 10.02(a)(i), (b)each such Seller shall be liable only with respect to breaches of the representations and warranties made by such Seller in Article III hereof; provided, (c) and (d) shall not apply to Losses further that nothing in the event preceding proviso to this Section 10.04 shall restrict the Purchaser from making claims against the full amount of Fraudthe Escrow Fund.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), 8.2(a) or Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Party equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount1,306,500, in which case the Indemnifying Party shall only be liable for the full amount of such Losses in excess of from the Basket Amountfirst dollar thereof; and (cb) (i) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer and its Affiliates from all Indemnifying the MBS Parties pursuant to Section 9.2(a)(i) and (ii) (in respect arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in Section 9.2(b)(i8.2(a) 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 (x) $547,500; 17,420,000 (dthe “General Indemnity Cap”) plus (y) the lesser of (I) the aggregate amount of indemnifiable Losses arising out of or relating to the inaccuracy or breach of any representation or warranty set forth in Section 3.21 (Privacy and Security) and (II) $5,000,000, and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the MBS Parties and their Affiliates from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect the Buyer arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in Section 8.3(a) shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountGeneral Indemnity Cap; provided, however, that (iA) the foregoing clauses (a) and (b) shall not apply to indemnification for (1) Unitholder Taxes or (2) Losses arising out of or relating to the inaccuracy or breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply Representation or to Losses any representation or warranty in the event of Fraudfraud; and (B) except with respect to fraud, the maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties pursuant to Section 8.2 or Section 8.3, as the case may be, shall be an amount equal to the Base Amount.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party the Sellers shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i8.2(a), Section 9.2(b)(i), Section 9.2(c8.2(f) and Section 9.2(d8.2(j), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Sellers pursuant to Section 8.2(a), 8.2(f) and 8.2(j) equals or exceeds $547,500 (the “Basket Amount”)Basket, in which case the Indemnifying Parties Sellers shall only be liable for the amount of such Losses in excess of which exceed the Basket Amount; Basket, (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Sellers pursuant to Section 8.2(a), 8.2(b), 8.2(c), 8.2(f), 8.2(h), 8.2(j) and 8.2(k) shall be an Indemnifying Party amount equal to the Escrow Amount, (c) the maximum aggregate liability of each Seller under this Article VIII (including for indemnifiable Losses described in (b) above) shall not exceed its Pro Rata Portion of an amount equal to (i) the Base Purchase Price, plus (ii) the Final Additional Consideration, if any, (d) the Buyer shall not be liable for any claim for indemnification pursuant to Section 9.3(a) 8.3(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party Buyer pursuant to Section 8.3(a) equals or exceeds the Basket AmountBasket, in which case the Indemnifying Party Buyer shall only be liable for the amount of such Losses in excess of which exceed the Basket Amount; and (ce) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties the Buyer pursuant to Section 9.2(a)(i8.3(a) and (ii8.3(b) (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Escrow Amount; provided, however, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (cd) and (de) shall not apply to Losses the untruth or breach of any representation or warranty made in any Fundamental Representation, any representation or warranty under Section 3.11 or in the event of Fraudfraud, intentional misrepresentation or intentional breach; and provided, further, that the foregoing clause (c) shall not apply for the benefit of a Seller in the event of fraud, intentional misrepresentation or intentional breach by such Seller.

Limits on Indemnification. Notwithstanding anything The maximum liability that Buyer or Seller Group, as applicable, may have with respect to claims for indemnification under Sections 10.2 and 10.1, respectively, will be an amount equal to Eight Hundred and Forty Thousand Dollars ($840,000) (the contrary “Indemnification Cap”), other than with respect to matters involving (i) fraud, intentional misconduct, willful misconduct or bad faith, (ii) breaches of any representation, warranty or covenant contained in this Agreement: (a) no Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i3.2 (Authority; Non-Contravention), (b) Section 9.2(b)(i3.3 (Capital Stock and Ownership), (c) Section 9.2(c3.8 (Obligations), (d) Section 3.10 (Accounts Receivable), including the matters disclosed on Schedule 3.10, (e) Section 3.18 (Taxes) and Section 9.2(d9.2, (f) Section 3.22 (Questionable Payments) and (g) Section 3.27 (Brokerage Fees) and payment of any brokerage fees, (iii) claims made by any Buyer Indemnified Parties hereunder in connection with Losses resulting, arising from or related to any Proceeding, incident or facts disclosed on Schedule 3.19 (“Litigation”) for which the maximum liability shall be Nine Hundred Forty-Eight Thousand Dollars ($948,000) which amount shall be separate and apart from the Indemnification Cap, (iv) breach of any representation, warranty or covenant contained in Section 3.6.3 related to items of Working Capital and any amounts due to a party under Section 2.2.3.6, and (v) breach of the covenants contained in Section 6.7 (collectively, the “Carve-outs”), as the case may be, unless . The Buyer and Seller Group shall not be required to indemnify and hold harmless for Losses until the aggregate amount of indemnifiable Losses which may be recovered from accruing against the Indemnifying Parties equals or Buyer on one hand and the Sellers Group on the other hand, exceeds Ten Thousand Dollars ($547,500 10,000.00) (the “Basket Threshold Amount”), in after which case the Indemnifying Parties responsible party or parties shall only be liable obligated for all Losses, as applicable, without regard to the amount of such Losses in excess of the Basket Threshold Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until provided however that the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) Threshold Amount shall not apply to Losses arising out of or relating to resulting from the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of FraudCarve-outs.

Limits on Indemnification. Notwithstanding anything to the contrary contained in foregoing provisions of this AgreementArticle XII: (ai) no Indemnifying Party the Seller and Paxis shall not be liable for any claim for indemnification responsible, pursuant to Section 9.2(a)(i12.01, for any indemnifiable Losses or Expenses suffered by any Purchaser Indemnified Party arising out of a breach of any representation, warranty, covenant, agreement or other obligation of the Seller, Paxis or the Company herein unless a claim therefor is asserted in writing during any applicable Survival Period (as provided in Section 13.02), Section 9.2(b)(i), Section 9.2(c) failing which such claim shall be waived and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amountextinguished; (bii) an Indemnifying Party the Seller and Paxis shall not be liable for any claim for indemnification pursuant to Losses or Expenses indemnifiable under Section 9.3(a) 12.01 unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of all such Losses in excess of 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)Expenses exceeds, Section 9.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing)on a cumulative basis, Section 9.2(c) and Section 9.2(d), as the case may be, shall be an amount equal to $547,50050,000 (the "Basket") in which case Seller and Paxis (as applicable) shall be responsible for all indemnifiable amounts under Section 12.01, and then only to the extent of any such excess above the Basket ; (diii) the maximum aggregate amount liability of indemnifiable Losses which may Seller and Paxis for indemnification under Section 12.01 shall in no event exceed $600,000.00 (the "Cap"). Notwithstanding the foregoing provisions of this Article XII: (i) the Purchase shall not be recovered from Indemnifying Parties responsible, pursuant to Section 9.3(a) and Section 9.3(b) (in respect 12.02, for any indemnifiable Losses or Expenses suffered by any Seller Indemnified Party arising out of a breach of any covenant representation, warranty, covenant, agreement or agreement requiring performance at or prior to other obligation of the ClosingPurchaser herein unless a claim therefor is asserted in writing during any applicable Survival Period (as provided in Section 13.02), failing which such claim shall be waived and extinguished; (ii) the Purchase shall not be liable for any Losses or Expenses indemnifiable under Section 12.02 unless the aggregate of all such Losses and Expenses exceeds, on a cumulative basis, an amount equal to the $2,700,000; 50,000, in which case Purchaser shall be responsible for all indemnifiable amounts under Section 12.02, and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss then only to the extent that a specific accrual or reserve for of any such excess above the amount of such Loss was taken into account in calculating the Net Adjustment AmountBasket; provided, that (iiii) the foregoing clauses (a) and (b) aggregate liability of the Purchaser for indemnification under Section 12.02 shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the no event of Fraudexceed $600,000.00.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party amount shall be liable for payable by any claim for indemnification Autodata Indemnitor pursuant to Section 9.2(a)(iSections 10.2(a)(i), Section 9.2(b)(i), Section 9.2(c10.2(a)(ii) and Section 9.2(d), as the case may be, unless and or 10.2(a)(iii) until the aggregate amount of all claims for Damages that are indemnifiable Losses which may be recovered from the Indemnifying Parties equals or pursuant to Sections 10.2(a)(i), 10.2(a)(ii) and 10.2(a)(iii) exceeds $547,500 (the “Basket Amount”)100,000, in which case the Indemnifying Parties shall and then only be liable for the amount of by which such Losses in excess of the Basket AmountDamages exceed such threshold amount; (b) an Indemnifying Party no amount shall not be liable for any claim for indemnification payable by DealerTrack pursuant to Section 9.3(aSections 10.2(b)(i) unless and or 10.2(b)(ii) until the aggregate amount of all claims for Damages that are indemnifiable Losses which may be recovered from the Indemnifying Party equals or pursuant to Sections 10.2(b)(i) and 10.2(b)(ii) exceeds the Basket Amount$100,000, in which case the Indemnifying Party shall and then only be liable for the amount of by which such Losses in excess of the Basket AmountDamages exceed such threshold amount; (c) the maximum aggregate amount of indemnifiable Losses Damages for which indemnity may be recovered by the DealerTrack Indemnified Parties from all Indemnifying Parties any Autodata Indemnitor pursuant to Section 9.2(a)(iSections 10.2(a)(i), 10.2(a)(ii) and (ii10.2(a)(iii) (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 $547,5003,000,000; (d) the maximum aggregate amount of indemnifiable Losses Damages for which indemnity may be recovered by the Autodata Indemnified Parties from Indemnifying Parties DealerTrack pursuant to Section 9.3(aSections 10.2(b)(i) and Section 9.3(b10.2(b)(ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,0003,000,000; and (e) the Sellers no DealerTrack Indemnified Party or Autodata Indemnified Party shall not be obligated to indemnify the Buyer or any other Person with respect entitled to any Loss indemnification pursuant to this Article 10 as a result of, or based upon or arising from, any claim for Damages or liability to the extent that such claim for Damages or liability is reflected in Autodata Closing Working Capital or DealerTrack Closing Working Capital; (f) the amount of any Damages claimed by any DealerTrack Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a specific accrual like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such DealerTrack Indemnified Party shall reimburse the Autodata Indemnitors for such reduction in Damages for which such DealerTrack Indemnified Party was indemnified prior to the realization of such reductions of Damages); 56 (g) the amount of any Damages claimed by any Autodata Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or reserve other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Autodata Indemnified Party shall reimburse the DealerTrack Indemnitors for such reduction in Damages for which such Autodata Indemnified Party was indemnified prior to the realization of such reductions of Damages); (h) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (i) in determining the amount of indemnification due under Section 10.2, all payments shall be reduced by any Tax benefit actually realized by the Indemnified Party on account of the underlying claim prior to the indemnity payment being made or, if such benefit is actually realized subsequent to the indemnity payment being made, the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) benefit shall not apply to Losses arising out of or relating be paid over to the breach Indemnifying Party at such time as such benefit is actually realized; (j) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 10.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or inaccuracy arrangement, with respect to such recovered Damages, subject to the subrogation rights of any Fundamental Representation, insurer providing insurance coverage under one of the Indemnified Party’s policies and (ii) except to the foregoing clauses (a), (b), (c) and (d) shall not apply extent that the grant of subrogation rights to Losses in the event Indemnifying Party is prohibited by the terms of Fraud.the applicable insurance policy. 10.4

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party shall be liable for Parent and Scimed will not have any claim for indemnification liability pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c10.01(a)(i) and Purchaser will not have any liability pursuant to Section 9.2(d10.02(a)(i), as the case may be, unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the applicable Indemnifying Party equals or exceeds $1,000,000 (the Basket Amount, “Aggregate Threshold”) in which case the such Indemnifying Party shall only be liable for all such Losses. (b) Parent and Scimed will not have any liability pursuant to Section 10.01(a)(i) and Purchaser will not have any liability pursuant to Section 10.02(a)(i) for any Losses 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 amount of Per Claim Threshold. The Indemnified Party shall have no recourse for such Losses and these Losses shall be excluded in excess of the Basket Amount; their entirety from indemnification pursuant to Section 10.01 and 10.02. (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with With respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (arepresentations and warranties in Section 4.07, Section 4.08 and Section 4.09, Parent and Scimed will not have any liability pursuant to Section 10.01(a)(i) and (b) shall not apply to Losses arising out in excess of or relating to the breach or inaccuracy of any Fundamental Representation, $75 million and (ii) the foregoing clauses (a)other representations and warranties in Articles IV and V, (b)none of Parent and Scimed or the Purchaser and the Company will have any liability pursuant to Section 10.01(a)(i) or Section 10.02(a)(i) respectively, (c) and in excess of the Purchase Price. (d) shall not apply Notwithstanding anything to Losses the contrary contained in this Agreement, no party hereto will have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity. (e) For all purposes of this Article X, “Losses” will be net of any insurance or other recoveries payable to the event Indemnified Party or its Affiliates in connection with the facts giving rise to the right of Fraud.indemnification. SECTION 10.04

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party an indemnifying party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), 7.2(a) or Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d7.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties indemnifying party equals or exceeds $547,500 250,000 (the “Basket AmountDeductible”), in which case the Indemnifying Parties indemnifying party shall only be liable for the full amount of such Losses in excess of the Basket Amount; Deductible, and (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 an indemnifying party arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in Section 9.2(b)(i7.2(a) 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(d7.3(a), as the case may be, shall be an amount equal to the $547,500250,000 (the “Cap”), provided, however, that in no event shall the Deductible or the Cap apply to indemnifiable Losses related to the Core Representations, or to any representation or warranty in the event of Fraud; (d) provided, further, that the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant an indemnifying party arising out of or relating to Section 9.3(a) and Section 9.3(b) (in respect a breach of any covenant representation or agreement requiring performance at or prior to the Closing), warranty made in any Core Representation shall be an amount equal to $2,700,000; the Purchase Price. The indemnified party may not make a claim for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, for breach by the indemnifying party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 7.1, except as otherwise provided in such Section. For purposes hereof, the Seller Parties shall collectively be considered an “indemnifying party” and (e) the Sellers all limitations set forth above shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss apply to the extent that a specific accrual or reserve Seller Parties, in the aggregate. Notwithstanding anything in this Agreement to the contrary, for the amount avoidance of such Loss was taken into account in calculating doubt, the Net Adjustment Amount; providedlimitations, that (i) if any, on the foregoing clauses (a) and (b) Buyer’s right to recover under the R&W Insurance Policy shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representationbe solely as set forth therein, and (ii) nothing in this Agreement shall impact the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in Buyer’s rights under the event of FraudR&W Insurance Policy.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a9.2(a)(i) or Section 9.2(b)(i): (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party with respect to such claim or series of related claims equals or exceeds $[***] (the Basket Amount“Individual Claim Threshold” and any such Loss that is disregarded pursuant to this clause (i), in which case a “Non-Qualified Loss”), after which, subject to clause (ii) of this Section 9.4(a), the Indemnifying Party shall only be liable for the full amount of all Losses with respect to such Losses claim and not only those in excess of the Basket Amount; Individual Claim Threshold and (cii) unless and until the maximum aggregate amount of indemnifiable Losses (excluding Non-Qualified Losses) which may be recovered from all the Indemnifying Parties pursuant to Party under 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, equals or exceeds $[***] (such amount, the “Deductible”), after which the Indemnifying Party shall be an amount equal to $547,500; (d) liable for the maximum aggregate full amount of indemnifiable all Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect excess of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountDeductible; provided, however, that (i) the foregoing clauses (a) and (blimitations set forth in this Section 9.4(a) shall not apply to Losses arising out (A) breaches of, or inaccuracies in, the Fundamental Representations or (B) Actions based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of or relating Section 9.2 are not subject to the breach monetary limitations set forth in this Section 9.4. (b) Notwithstanding anything to the contrary contained in this Agreement, except for Actions based upon fraud or inaccuracy intentional misrepresentation, or for breaches of any Fundamental RepresentationRepresentations, recovery from the Escrow Fund and by Buyer’s right of set-off under Section 9.7 shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Sellers under Section 9.2(b)(i); provided, however, that in addition to Buyer’s recovery from the Escrow Fund and its rights of set-off under Section 9.7, and (ii) subject to and in accordance with the foregoing clauses (aprovisions of Section 9.4(c), the Sellers shall be severally (b), (cand not jointly or jointly and severally) and (d) shall not apply liable directly to Losses in the event of Fraud.Buyer Indemnified Parties under Section 9.2 for up to the full 109

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: Agreement (other than Article VII): (a) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i)) or Section 9.3(a) for any Losses relating to or arising out of any individual event, Section 9.2(c) and Section 9.2(d)matter or occurrence, as the case may beor series of related events, matters or occurrences, unless and until the aggregate amount of indemnifiable such Losses which may exceeds $50,000 (and any such Losses relating to or arising out of any individual event, matter or occurrence, or series of related events, matters or occurrences for an amount less than or equal to $50,000 shall not be recovered considered “Losses” for purposes of this Agreement and shall be excluded from the Indemnifying Parties equals calculation of Losses for purposes of determining whether or exceeds $547,500 (not Losses exceeding the “Basket Amount”Deductible has occurred for purposes of Section 9.5(b), in which case the Indemnifying Parties shall only be liable for but the amount of such any Losses in excess relating to or arising out of the Basket Amount; any individual event, matter or occurrence, or series of related events, matters or occurrences for an amount greater than $50,000 shall be considered Losses for their full amount), (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i) or Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses for claims which may be recovered from the Indemnifying Party equals or under Section 9.2(a)(i), Section 9.2(b)(i) and Section 9.3(a) exceeds $1,500,000 (the Basket Amount“Deductible”), in which case the Indemnifying Party shall only be liable only for the amount of such Losses in excess of the Basket Amount; thereof, and (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant Party arising out of or relating to the causes set forth in 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(a)(ii), Section 9.2(a)(iii)(C), Section 9.2(b)(i) and (iiSection 9.3(a) (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing)25,000,000, shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (ba)-(c) shall not apply to Losses arising out of or relating to the inaccuracy or breach or inaccuracy of any Buyer Fundamental Representation, any Seller Fundamental Representation, any Company Fundamental Representation, the first sentence of Section 4.12 (Title to Assets) or Section 4.15 (Taxes), or to any claim for Fraud. For purposes of this Section 9.5, the amount of indemnifiable Losses recovered by the Buyer with respect to any distribution of Indemnity Escrow Shares to the Buyer from the Indemnity Escrow Fund shall be deemed to equal (x) the Price Per Share multiplied by (y) the number of Indemnity Escrow Shares distributed to the Buyer from the Indemnity Escrow Fund. The amount of any and all Losses under this Article IX shall be determined net of (i) any net Tax benefit actually realized (including as the result of any refund, deduction or credit) by the Indemnified Party or any of its Affiliates as a result of such Losses in the year of the applicable Loss or in the following year and (ii) any insurance or other recoveries actually received by the foregoing clauses (a)Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (b), (c) less any costs incurred to recover such amounts and (d) shall not apply to Losses any increase in the event of Fraudpremiums resulting from such claim.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (bx) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a7.2(a) or Section 7.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $20,000 (the Basket Amount“Threshold”), in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; such Threshold and for all indemnifiable Losses thereafter subject to (cy), (y) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to an Indemnified Party arising out of the causes set forth in Section 9.2(a)(i7.2(a) and (iior 7.3(a) (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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount1,000,000; provided, that (i) the foregoing clauses (ax) and (by) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental representation or warranty made in any Core Representation, and or representations, warranties, or covenants relating to Tax matters (iiincluding Section 3.22) or ERISA matters (including Section 3.10) or Stock Consideration (including Section 4.8) for which the foregoing clauses (a)maximum indemnifiable amount is $1,500,000 plus the Claim Stock Value of 200,000 shares of Acquiror Common Stock, (b), (c) and (d) shall not apply or to Losses any representation or warranty in the event of Fraudfraud or intentional misrepresentation; provided, further, that any recovery from the Indemnity Holdback shall be pro rata based on each Stockholder’s Proportionate Share of the Closing Merger Consideration. No Indemnified Party may make a claim for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, for breach by an Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified for such representation in Section 7.1.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) no except with respect to claims relating to fraud, the Seller Fundamental Reps, Section 3.11 (Taxes), Section 3.14 (Environmental) and Section 3.16 (Products), the Seller Indemnifying Party shall be is not 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a9.2(a) unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds $200,000 of the Purchase Price, after which point the Seller Indemnifying Party is obligated to indemnify the Buyer Indemnified Party from and against only the amount of indemnifiable Losses that exceed $200,000 of the Purchase Price unless and; (ii) except with respect to claims relating to fraud, the Seller Fundamental Reps, Section 3.11 (Taxes), Section 3.14 (Environmental) and Section 3.16 (Products), the maximum amount of indemnifiable Losses that may be recovered from the Seller Indemnifying Party equals arising out of or exceeds resulting from the Basket Amount, causes set forth in which case the Indemnifying Party shall only be liable for the Section 9.2(a) is an amount of such Losses in excess equal to 10% of the Basket AmountPurchase Price; (ciii) the maximum aggregate amount of indemnifiable Losses which that may be recovered from all the Seller Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect Party arising out of any covenant or agreement requiring performance at or prior to resulting from a breach of the Closing)Seller Fundamental Reps, Section 9.2(b)(i) and 3.11 (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(cTaxes) and Section 9.2(d)3.16 (Products) to the extent not covered by insurance, as the case may be, shall be is an amount equal to $547,500100% of the Purchase Price; (div) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating resulting from a breach of Section 3.14 (Environmental) related to the Acquired Operation may only be recovered from European Seller and the maximum amount recoverable is the European Purchase Price; (v) indemnifiable Losses arising out of or resulting from a breach or inaccuracy of any Fundamental Representation, Section 3.14 (Environmental) related to the Acquired U.S. Company may only be recovered from U.S. Seller and the maximum amount recoverable is the U.S. Purchase Price; and (iivi) the foregoing clauses Buyer is not entitled to indemnification under Section 3.11 (aTaxes) with respect to any Post-Closing Tax Period. This Section 9.4 does not apply with respect to indemnification under Section 9.2(b), (bSection 9.2(d), (c) and (d) shall not apply to Losses in the event of Fraudor Section 9.3.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (bi) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a8.2(a)(i) or Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party pursuant to Section 8.2(a)(i) or Section 8.3(a) equals or exceeds $450,000 (the Basket Amount“Deductible”), in which case the an Indemnifying Party shall only be liable only for the amount of such Losses in excess of such amount; provided, that no Losses may be claimed by any Indemnified Party or may be included in calculating the Basket Amount; aggregate Losses for the purpose of this clause (ci) other than Losses in excess of $15,000, (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from all a Company Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect Party arising out of any covenant or agreement requiring performance at or prior relating to the Closingmatters set forth in Section 2.13 and Section 8.2 shall be such Company Indemnifying Party’s pro rata portion of the Escrow Amount based on its Escrow Pro Rata Percentage (which shall constitute the sole and exclusive remedy for such matters); provided that, Section 9.2(b)(i) and (ii) (in respect notwithstanding the foregoing, the maximum aggregate amount of any covenant indemnifiable Losses which may be recovered from a Company Indemnifying Party arising out of or agreement requiring performance at or prior relating to the Closing), matters set forth in Section 9.2(c8.2(a)(v) and Section 9.2(d), as the case may be, shall be an amount equal to such Company Indemnifying Party’s pro rata portion of $547,500; 1,000,000 based on its Escrow Pro Rata Percentage, (diii) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant Parent arising out of or relating to the matters set forth in Section 9.3(a) 2.13 and Section 9.3(b8.3(a) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000the Escrow Amount; and (eiv) the Sellers Holders, Optionholders and Warrantholder shall not be obligated to indemnify the Buyer Parent or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, further that (i) the foregoing clauses (ai) and (bii) shall not apply to (A) Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (iiB) Losses arising out of or relating to any intentional breach of any covenant or agreement by the foregoing Company or the Parent, as applicable, contained in this Agreement, (C) Losses arising out of or relating to any intentional breach of any covenant or agreement in any Ancillary Agreement or any schedule, certificate or document delivered hereto, (D) unpaid Transaction Expenses charged to the Parent, Merger Sub, the Surviving Corporation, the Company or any of their Affiliates that shall not have been reflected in the Final Closing Statement or (E) Losses arising out of or relating to the Fraudulent breach of any representation or warranty described in Section 8.2(a)(i) (clauses (aA) – (E), (bthe “Fundamental Claims”). The maximum aggregate amount of indemnifiable Losses which may be recovered from any Holder, Optionholder or Warrantholder arising out of or relating to the Fundamental Claims shall be the portion of the Merger Consideration actually paid to such Person; provided, that in respect of Losses arising out of or relating to the Fraudulent breach of any representation or warranty described in Section 8.2(a)(i), (cthe maximum aggregate amount of indemnifiable Losses which may be recovered from any Holder, Optionholder or Warrantholder may exceed the portion of the Merger Consideration actually paid to such Person if such Person committed such Fraudulent breach. No Indemnified Party may make a claim after the fifteen month anniversary of the Closing Date for indemnification under Section 8.2(a)(i) and (dor Section 8.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty, except with respect to a claim based on a Fundamental Representation or Fraudulent breach of any representation or warranty described in Section 8.2(a)(i) shall not apply or Section 8.3(a), for which no Indemnified Party may make a claim after the date that is 30 days after the expiration of the applicable statute of limitations with respect to Losses in the event of Fraudsuch matter.

Limits on Indemnification. No Purchaser Indemnified Party shall be entitled to indemnification for any Losses arising pursuant to Section 9.2(a)(i) until the aggregate amount of all Losses under all claims of Purchaser Indemnified Party pursuant to Section 9.2(a)(i) shall exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the “Purchaser Indemnitee Deductible”), at which time all Losses incurred in excess of the Purchaser Indemnitee Deductible shall be subject to indemnification hereunder. The amount of any Losses otherwise recoverable under Section 9.2(a) or applicable to the Purchaser Indemnitee Deductible shall be reduced by any amounts actually received by a Purchaser Indemnified Party under insurance policies (net of any costs incurred in connection with the collection thereof and any increase in insurance premium or reduction in policy limits attributable thereto); provided, that Purchaser shall have no obligation to file any insurance claim in respect of any indemnifiable Loss hereunder. The Purchaser Indemnitee Deductible shall not apply to Losses covered by Section 9.2(a)(ii), (iii) or (iv). Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate maximum amount of indemnifiable Losses which may be recovered from Seller arising out of or resulting from the Indemnifying Parties equals or exceeds $547,500 causes enumerated in Section 9.2 (the “Basket Amount”other than Liabilities arising under Article VII), 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 shall not be liable for any whether arising as a contract or tort claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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) (otherwise under or 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 bethis Agreement, shall be an amount equal to $547,500; (d) 40% of the maximum aggregate amount of indemnifiable Losses which Purchase Price as it may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) adjusted in accordance with the terms hereof (in respect of any covenant or agreement requiring performance at or prior to the Closing“Cap”), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, however, that (i) the foregoing clauses (a) and (b) Cap shall not apply to any Losses arising out or resulting from any Excluded Liabilities, from any breach of the covenants set forth in Sections 5.8 or relating to the breach 5.17, or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event of Fraudfrom fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a8.2(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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(d8.3(a), as the case may be, shall be an amount equal to $547,500; unless and until (dA) the maximum aggregate amount any such indemnifiable Loss or series of related indemnifiable Losses which may be recovered from such Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(bParty under such sections exceeds Two Thousand Dollars ($2,000) (the “Per-Claim Threshold”), in respect which case all such Losses, regardless of any covenant or agreement requiring performance at or prior to the Closing)Per-Claim Threshold, shall be an amount indemnifiable claims and subject to indemnification hereunder and shall be counted against the Indemnity Threshold, and any individual Loss (or series of related Losses) less than or equal to $2,700,000; and the Per-Claim Threshold (eunless it is part of a series of related Losses that aggregate to exceed the Per-Claim Threshold) the Sellers shall not be obligated to indemnify aggregated for purposes of calculating whether or not Losses of the Buyer or any other Person with respect to any Loss to Indemnified Party exceed the extent that a specific accrual or reserve for Indemnity Threshold, and (B) the aggregate amount of indemnifiable Losses that may be recovered from such Loss was taken into account Indemnifying Party under such sections equals or exceeds Seventy-Five Thousand Dollars ($75,000) (the “Indemnity Threshold”), after which the Indemnifying Party shall be liable for all Losses pursuant to this Article VIII in calculating excess of the Net Adjustment AmountIndemnity Threshold, not including those accrued in the Indemnity Threshold); provided, that (i) the foregoing clauses (a) and (bprovisions of this Section 8.5(d) shall not apply to Losses arising out of or relating to the any claim arising out of or relating to any inaccuracy or breach or inaccuracy of any Fundamental Representation, and any representation or warranty in Section 4.11 (iiIntellectual Property) (the foregoing clauses (a“IP Representations”), any representation or warranty set forth in Section 4.17 (bTaxes) or to claims relating to fraud, intentional misrepresentation or willful misconduct. There will be no liability of any Indemnifying Party in respect of claims for indemnification pursuant to Section 8.2(a) or Section 8.3(a) of this Agreement for amounts in the aggregate in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), (cexcept with respect to Fundamental Representations and IP Representations. There will be no liability of any Indemnifying Party in respect of claims for indemnification pursuant to Section 8.2(a) and (dor Section 8.3(a) shall not apply to Losses of this agreement for amounts in the event aggregate in excess of Fraudseven million five hundred thousand dollars ($7,500,000) with respect to the IP Representations. Notwithstanding anything to the contrary herein, there will be no liability of the Company with respect to Company’s indemnification obligations under this Agreement (including with respect to Fundamental Representations) in excess of the Aggregate Consideration payable to Owners under this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Other than with respect to any indemnification claim made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.12, 4.17 and 4.19(b)(i), or any claim under Sections 7.2(b)-(h), for all of which the limitations set forth in Sections 7.3(a) and (b) do not apply, no Indemnifying Party claim for indemnification shall be brought under Section 7.2 unless (i) the aggregate amount of all Losses under Section 7.2(a) are greater than Five Hundred Thousand Dollars ($500,000) (the “Minimum Basket”) at which xxxx Xxxxxx and its Subsidiaries shall be liable for all indemnity claims made by Buyer Indemnitees for the full amount of all Losses from the first dollar and (ii) the Losses suffered by the Buyer Indemnitees in connection with any individual item or series of related items exceeds Ten Thousand Dollars ($10,000); provided, however, that, notwithstanding the foregoing, with respect to any indemnification claims made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in the first sentence of Section 4.10, no claim for indemnification pursuant to shall be brought under Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c7.2 unless (i) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds with respect to such claims are greater than Fifty Thousand Dollars ($547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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)(i50,000) and (ii) all Losses under Section 7.2(a) have exceeded the Minimum Basket, at which xxxx Xxxxxx and its Subsidiaries shall be liable for the excess of such Losses over such Fifty Thousand Dollars ($50,000) threshold; provided, further, that, notwithstanding the foregoing, with respect to any indemnification claims made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in respect of any covenant or agreement requiring performance at or prior to the ClosingSection 4.14(d), no claim for indemnification shall be brought under Section 9.2(b)(i7.2 unless (i) the aggregate amount of Losses with respect to such claims are greater than Fifty Thousand Dollars ($50,000) and (ii) (in respect of any covenant or agreement requiring performance all Losses under Section 7.2(a) have exceeded the Minimum Basket, at or prior to the Closing), Section 9.2(c) which xxxx Xxxxxx and Section 9.2(d), as the case may be, its Subsidiaries shall be an amount equal to liable for the excess of such Losses over such Fifty Thousand Dollars ($547,500; (d50,000) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), threshold. No claim for indemnification shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that brought under Section 7.4 unless (i) the foregoing clauses (a) and (b) shall not apply to aggregate amount of all Losses arising out of or relating to for which indemnification may be sought under Section 7.4 exceeds the breach or inaccuracy of any Fundamental Representation, Minimum Basket and (ii) the foregoing clauses Losses suffered by the Seller Indemnitees in connection with any individual item or series of related items exceeds Ten Thousand Dollars (a$10,000). For purposes of Sections 7.2(a) and 7.4(a), (b), (c) and (d) no effect shall not apply be given to Losses any qualification in the event of Fraudrelevant representations and warranties as to materiality, Business Material Adverse Effect or Buyer Material Adverse Effect, as applicable.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a1) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), 8.2(a) or Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Party equals or exceeds $547,500 (the “Basket Amount”)1,500,000, in which case the Indemnifying Parties Party shall only be liable only for the amount of such Losses in excess of the Basket Amount; $1,500,000, (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of the Basket Amount; (c2) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect Party arising out of any covenant or agreement requiring performance at or prior relating to the Closing), causes set forth in Section 9.2(b)(i8.2(a) 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(d8.3(a), as the case may be, shall be an amount equal to $547,500; 15,000,000 (dthe “Cap”) and (3) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers Holders shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; , provided, that (i) the foregoing clauses (a1) and (b2) shall not apply to Losses arising out of or relating to the inaccuracy or breach or inaccuracy of (i) any Fundamental Representation, and (ii) the foregoing clauses any representation or warranty set forth in Section 3.15 (aTaxes), or (b), (ciii) and (d) shall not apply to Losses any representation or warranty in the event of Fraudfraud (made with intent to deceive), provided, further, that, notwithstanding anything to the contrary herein, the maximum aggregate amount of Losses that a Holder may be liable for pursuant to this Agreement shall not exceed the consideration received by such Holder under this Agreement and/or in connection with the Stock Purchase Agreement (including the SPA Purchase Price, and for the avoidance of doubt without reduction for any Taxes paid or payable with respect to any such consideration, or any Taxes withheld or deducted from any such consideration and paid over in accordance with Section 2.14) (the “Aggregate Cap”), except in the event of fraud (made with intent to deceive) committed by such Holder.

Limits on Indemnification. Notwithstanding anything A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the contrary contained in this Agreement: party against whom it is made no later than sixty (a60) no Indemnifying Party shall days after expiration of said period. The Indemnitee agrees to give to the Indemnitor reasonable notice of any claim for which any of them would be liable for any claim for indemnification pursuant to Section 9.2(a)(i)hereunder. Notwithstanding the foregoing, Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 Indemnitor shall not be liable for any claim for indemnification pursuant or with respect to Section 9.3(athe first Five Thousand Dollars ($5,000) unless and until of the aggregate amount of indemnifiable Losses all such damages and liabilities (including related costs and expenses) for which may the Indemnitor, but for this sentence, would be recovered from liable under this Agreement or any certificate or instrument furnished to Indemnitee pursuant hereto (hereinafter the Indemnifying Party equals or exceeds the Basket Amount“Basket”); provided, however, in which case the Indemnifying Party event the aggregate amount of all such damages and liabilities exceed the Basket, the Indemnitor shall only be liable for all such damages and liabilities (including related costs and expenses) from the amount of such Losses in excess of first dollar notwithstanding 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment AmountBasket; provided, further, that (i) the foregoing clauses (a) and (b) Basket shall not apply to Losses arising out (i) any claim of or Indemnitee relating to any intentional misrepresentation by or on behalf of the breach or inaccuracy of any Fundamental RepresentationIndemnitor, and (ii) any claim relating to any liability of Indemnitee for any liability to be retained or paid by the foregoing clauses (a)Seller pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (b)iii) a breach of any obligation or covenant of the Indemnitor or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing hereunder, or (cv) and (d) shall not apply to Losses any inaccuracy or incorrectness in the event of Fraudany representation or warranty contained in Section 3.02, 3.03, or 3.30 hereof.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementAgreement and in lieu of qualifying the representations and warranties in Article II (other than in Sections 2.11, 2.21(e) and 2.25), Article III and Article IV (other than in Section 4.9) by materiality or Material Adverse Effect, the parties agree that: (a) no amount shall be payable by any Indemnifying Party shall be liable for any pursuant to Sections 9.2(a), 9.2(b), 9.3(a) unless (i) with respect to a potential claim, such claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(cIndemnifiable Damages exceeds $10,000 and (ii) and Section 9.2(d), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or all claims for Indemnifiable Damages exceeds $547,500 100,000 (the “Basket Amount”"Indemnification Threshold"), in which case such Indemnified Party shall be entitled to the Indemnifying Parties full amount of such Indemnifiable Damages; provided, however, that the Indemnification Threshold shall only be liable for not apply to (A) any Indemnifiable Damages pursuant to Sections 9.2(c), 9.2(d) or 9.3(b) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to the amount of such Losses in excess indebtedness for borrowed money of the Basket AmountMandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (bC) an Indemnifying Party shall not be liable for any claim for indemnification breach by any Seller of any representation or warranty set forth in Section 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to Section 9.3(a) unless 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in Section 2.22 shall otherwise be subject to the limitations of this Section 9.5(a); provided further that, for the avoidance of doubt, the Parties acknowledge and until agree that the aggregate Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; the maximum amount of indemnifiable Losses Indemnifiable Damages for which indemnity may be recovered from Sellers in the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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, this Agreement shall be an amount equal to $547,5005,000,000 (the "Indemnification Cap"); (d) the maximum aggregate amount of indemnifiable Losses Indemnifiable Damages for which indemnity may be recovered from Indemnifying Parties pursuant to Section 9.3(a) Buyer and Section 9.3(b) (Xxxxxxx in respect of any covenant or agreement requiring performance at or prior to the Closing), aggregate shall be an amount equal to $2,700,000the Indemnification Cap; and (e) the Sellers provided, however, that this limitation shall not be obligated to indemnify the Buyer or any other Person apply with respect to any Loss failure of any party to the extent that a specific accrual pay and deliver any amount pursuant to Sections 1.3, 1.4 or reserve for 1.5 hereof; the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Loss Buyer Indemnified Parties (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was taken into account indemnified prior to the realization of such reductions of Indemnifiable Damages); notwithstanding any provision to the contrary contained in calculating this Agreement, in the Net Adjustment Amountevent that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a representation or warranty of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; provided, however, that (i) the foregoing clauses (a) and (b) this limitation shall not apply with respect to Losses arising out any breach of a representation or relating warranty known to the breach or inaccuracy Indemnified Party with respect to which the Indemnified Party provided written notice of any Fundamental Representation, and (ii) to the foregoing clauses (a), (b), (c) and (d) shall not apply Indemnifying Party prior to Losses the date of this Agreement; in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of Fraudpaying and satisfying all or any portion of such claim by a reduction, on a dollar for dollar basis, of the outstanding principal amount, if any, of the Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and Buyer and Xxxxxxx hereby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or arrangement that would otherwise prohibit, restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification is sought hereunder (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); and neither Buyer nor Xxxxxxx shall have the right to seek recovery or payment in respect of any Indemnifiable Damages if (A) the matter(s) that gave rise to such Indemnifiable Damages is cured, repaired or otherwise remedied by the Mandara Entities and (B) the amounts expended to cure, repair or otherwise remedy such damages are treated as expenses that reduce the amount of EBITDA of the Mandara Entities earned during the Test Period for the purposes of Section 1.5 of this Agreement.

Limits on Indemnification. (a) Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iv) hereof or any Buyer Indemnifiable Losses arising out of a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof (collectively, the “Special Indemnifiable Losses”), the aggregate liability of the Sellers to indemnify the Buyer from and against any Indemnifiable Losses arising under Section 12.2(a) hereof shall be first satisfied from the Escrow Funds (or, in the case of Indemnifiable Losses arising under Section 12.2(a)(v) , solely from the Escrow Funds) and shall not exceed thirty million ($30,000,000) (the "Cap"), which such Cap shall include all amounts satisfied out of the Escrow Funds. With respect to Indemnifiable Losses arising under Section 12.2(b) (a “Shareholder Claim”), the breaching Holder's pro rata portion of such Indemnifiable Losses shall be satisfied by such breaching Holder individually and not from the Escrow Funds, subject to the limitations contained herein (including, without limitation, those contained in the sentence immediately following). Notwithstanding anything to the contrary contained in this Agreement: herein, (ai) no Indemnifying Party 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 case may be, unless and until the aggregate amount liability of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated each Seller to indemnify the Buyer or from and against any Indemnifiable Losses under Section 12.2(a) hereof (other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (bthan Special Indemnifiable Losses) shall not apply be limited to Losses arising out such Seller’s Pro Rata Portion of or relating to the breach or inaccuracy of any Fundamental RepresentationCap, and (ii) the foregoing clauses aggregate liability of each Seller to indemnify the Buyer from and against any Indemnifiable Losses (a)whether relating to Special Indemnifiable Losses or otherwise) shall be limited to such Seller’s Pro Rata Portion of such Indemnifiable Losses, (b)iii) the aggregate liability of each Holder to indemnify the Buyer from and against any Indemnifiable Losses arising hereunder shall be limited to the total amount of the Purchase Price paid to such Holder, (civ) the aggregate liability of Buyer to indemnify the Company and each Holder from Indemnifiable Losses hereunder shall be limited to the total amount of the Purchase Price, and (dv) the aggregate liability of the Sellers under Section 12.2(a)(v) shall not apply be limited to Losses in the event of Fraud.three hundred thousand dollars ($300,000.00)

Limits on Indemnification. Breach of Sections 4.05 and 4.06. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 5.02(a)(i), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (i) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Company Shares held by such Seller immediately prior to the Closing and the denominator of which shall be 9,999. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 5.02(a)(ii), each Stockholder shall indemnify the Parent only with respect to any breach by such Stockholder resulting in such indemnifiable Losses, and not for a breach of any other Stockholder. Notwithstanding anything to the contrary contained in this Agreement: , (aA) no Indemnifying Party 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 case may be, unless and until the aggregate maximum amount of indemnifiable Losses which that may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification Stockholder with respect to any indemnifiable Loss pursuant to Section 9.3(a5.02(a)(i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (dx)(I) the maximum aggregate product of the total number of Parent Shares issued to such Stockholder pursuant to this Agreement (less any Escrow Shares forfeited by such Stockholder pursuant to Section 4(a)(i)(B) of the Escrow Agreement or the next succeeding sentence of this Section 5.03) multiplied by (II) the last reported sales price of Parent Shares on the NASDAQ on the trading day immediately preceding the date of payment of such Loss, minus (y) the total amount of indemnifiable Losses which may be recovered from Indemnifying Parties (it being understood that, for the purposes of this clause (y), "indemnifiable Losses" shall not include any Escrow Shares forfeited by such Stockholder pursuant to Section 9.3(a4(a)(i)(B) and of the Escrow Agreement or the next succeeding sentence of this Section 9.3(b5.03) (in respect of any covenant or agreement requiring performance at or prior previously paid to the Closing)Parent by such Stockholder, calculated in accordance with clause (x) above at the time of payment of such indemnifiable Losses and (B) no provision of this Agreement or the Escrow Agreement shall be an amount equal construed so as to $2,700,000; and (e) limit the Sellers shall not be obligated to indemnify indemnity obligations of the Buyer or any other Person with respect to any Loss Stockholders hereunder to the extent amounts held in escrow pursuant to the Escrow Agreement. The parties hereto agree that a specific accrual in the event that any Stockholder breaches Section 4.05 or reserve 4.06 of this Agreement, such Stockholder shall, in addition to other remedies available to the Parent at law or in equity, forfeit all Escrow Shares then held by the Escrow Agent on behalf of such Stockholder. Each party hereto agrees that the forfeiture referred to in the preceding sentence would be, by itself, inadequate to compensate the Parent for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses damages it would sustain in the event of Frauda breach by any Stockholder of Section 4.05 or 4.06 of this Agreement, and such forfeiture shall in no way limit the ability of the Parent to obtain further remedies, including money damages and injunctive relief, in any proceeding at law or in equity. Each party hereto further acknowledges that the forfeiture referred to above is not intended to compel performance with, or to constitute a penalty for nonperformance of, any Stockholder's obligations under Section 4.05 or 4.06 hereof.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) Section 6.01 or Section 6.02, in no Indemnifying Party event 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals Corporation pursuant to Section 6.01(a) for any Corporation Indemnified Liabilities or the Purchaser pursuant to Section 6.02(a) for any Purchaser Indemnified Liabilities, as applicable, in each case until (i) the individual amount of any Corporation Indemnified Liability or Purchaser Indemnified Liability, as applicable, exceeds $547,500 25,000 (the “Basket De Minimis 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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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) the aggregate amount of Corporation Indemnified Liabilities or Purchaser Indemnified Liabilities, as applicable, that exceed the De Minimis Amount exceeds $350,000 (the “Basket”), at which time the Corporation or the Purchaser, as applicable, will be liable with respect to each Corporation Indemnified Liability or Purchaser Indemnified Liability, as applicable, that exceeds the De Minimis Amount, regardless of the Basket; provided, however, that the Corporation’s liability for any such Corporation Indemnified Liability shall not be limited as set forth in respect this Section 6.04(a) if such Corporation Indemnified Liability relates to a breach of any covenant representation or agreement requiring performance at or prior to the Closing), Section 9.2(b)(iwarranty contained in Sections 3.01(a) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closingc), Sections 3.02 through 3.06 (inclusive), 3.26, 3.27 or 3.30. (b) Except as otherwise provided in Section 9.2(c6.04(c) and Section 9.2(d), as the case may be, shall be an amount equal to $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person except with respect to any Loss claim arising out of actual fraud or criminal conduct on the part of the Corporation or the Purchaser, from and after the Closing, indemnification under Sections 6.01 or 6.02, as applicable, shall be the sole and exclusive remedy available to the extent that a specific accrual any Purchaser Related Party or reserve any Corporation Related Party, as applicable, for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses any claims arising out of or relating to based upon the breach or inaccuracy of any Fundamental Representationmatters set forth in this Agreement and the transactions contemplated hereby, and (ii) the foregoing clauses (a), (b), (c) and (d) neither shall not apply to Losses in the event of Fraud.any Purchaser Related Party seek relief against any Corporation Related Party other than

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Except with respect to claims for equitable remedies, claims by any party hereto based on fraud, or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnifying Party Indemnitor shall be liable have an 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 Initial Purchase Price, as adjusted pursuant to Section 9.2(a)(i)3.4 hereof, Section 9.2(b)(i), Section 9.2(cand 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) and Section 9.2(dor 12.3(i), as the case may beappropriate, unless except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the aggregate total amount of indemnifiable resulting Losses which may be recovered from exceeds three-fourths percent (0.75%) of the Indemnifying Parties equals or exceeds $547,500 Initial Purchase Price, as adjusted pursuant to Section 3.4 hereof (the “Basket Threshold Amount”), in after which case time the Indemnifying Parties Indemnitor shall only be liable only for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Threshold Amount; provided, that (i) none of the foregoing clauses (a) and (b) limitations shall not apply to Losses arising out of or relating to the untruth or breach or inaccuracy of any Fundamental Representationrepresentation 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 Loss more than once and (ii) all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such Indemnifiable Claim, which Losses shall be calculated net of any actual recovery of an Indemnitee, regardless of the foregoing clauses 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, (b)) Section 12.2(iii) may be made at any time prior to the First Special Indemnity Expiration Date, (c) Section 12.2(iv) may be made at any time prior to the Second Special Indemnity Expiration Date and (d) shall not apply to Losses in the event of FraudSections 12.2(ii), 12.3(ii), 12.3(iii) and 12.3(iv) may be made indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no No amount shall be payable by any Indemnifying Party shall be liable for any claim for indemnification pursuant to (i) Sections 9.2(a)(i) (other than arising under Section 9.2(a)(i)3.26) or 9.2(a)(iii) (but only to the extent pertaining to an Overlapping Liability) of this Agreement, or (ii) Section 9.2(b)(i)) of this Agreement, Section 9.2(cunless the aggregate amount of Damages subject to indemnification under clause (i) and Section 9.2(d)or (ii) above, as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 750,000 (but then only those Damages in excess of such amount shall be payable); provided, however, that the “Basket Amount”foregoing shall not apply to Damages arising out of, resulting from or incident to Liabilities with respect to the matters set forth in Section 9.4 of this Agreement, other than as set forth in clause (A) below. SunSource shall be entitled to the following credits against amounts payable for Damages otherwise subject to indemnification under Section 9.2(a) (but any such Damages shall, without applying such credit, count toward the $750,000 threshold set forth in the preceding sentence): (A) with respect to Taxes (other than income Taxes), an aggregate credit in which case the Indemnifying Parties shall only be liable for the amount of such Losses $50,000, (B) with respect to a misrepresentation under Section 3.21 of this Agreement, an aggregate credit in excess of the Basket Amount; (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses amount, if any, by which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing)Final Closing Net Working Capital exceeds the Minimum Net Working Capital, shall be an amount equal to $2,700,000; and (eC) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss Damages arising out of returns of goods or products sold, or rebates or refunds with respect to goods or products sold, a credit equal to the extent that a specific accrual amount reserved for such returns, rebates or reserve refunds on the Year-End Balance Sheet. No Indemnifying Party shall be liable for Damages pursuant to this Article IX in excess of $52,500,000 in the amount of such Loss was taken into account in calculating the Net Adjustment Amountaggregate; provided, however, that (i) the foregoing clauses (a) and (b) shall not apply to Losses (i) Damages arising out of of, resulting from or relating incident to Liabilities with respect to the breach matters set forth in Section 9.4 of this Agreement, or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (cDamages indemnifiable under Section 9.2(a)(vi)(A) and (d) shall not apply to Losses in the event of Fraudthis Agreement.

Limits on Indemnification. (g) Notwithstanding anything to the contrary contained in this Agreement: (ai) no an Indemnifying Party shall only be liable for any claim for indemnification pursuant to Section 9.2(a)(i8.2(a) or Section 8.3(a), as the case may be, in respect of any Loss incurred or suffered by an Indemnified Party that is a Qualifying Loss, (ii) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(b)(i), 8.2(a) or Section 9.2(c) and Section 9.2(d8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Qualifying Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amountan amount equal to EUR 2 million, in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess of such amount, (iii) the Basket Amount; maximum aggregate amount of indemnifiable Qualifying Losses which may be recovered from an Indemnifying Party arising out of or relating to the matters set forth in Section 8.2(a) or Section 8.3(a) (cother than, in each case, arising out of or relating to Fundamental Representations or Tax representations), shall be an amount equal to EUR 40 million (the “General Cap”), (iv) the maximum aggregate amount of indemnifiable Losses which may be recovered from all an Indemnifying Parties pursuant Party arising out of or relating to any of the matters set forth in Section 9.2(a)(i) and 8.2 or Section 8.3 (ii) (in respect including, for the avoidance of doubt, any covenant breach of a Fundamental Representation or agreement requiring performance at Tax representation or prior to the Closing), any indemnification under 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(d6.2), as the case may be, shall be an amount equal to $547,500; EUR 200 million (dthe “Overall Cap”), and (v) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers Seller shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss or alleged Loss to the extent that a specific accrual of any related reserves or reserve for other amounts reflected in the amount of Final Closing Statement or to the extent such Loss or alleged Loss was taken into account included in calculating the calculation of Indebtedness, Net Adjustment AmountAmount or Transaction Expenses in connection with the determination of adjustments to the Estimated Purchase Price pursuant to Section 2.4; provided, however, that (i) the foregoing clauses (ai), (ii) and (biii) shall not apply to Losses arising out the inaccuracy or breach of a Fundamental Representation or relating to the breach or inaccuracy of any Fundamental Representationa Tax representation and provided, and (ii) further that the foregoing clauses (ai), (bii), (ciii) and (div) shall not apply to Losses in the event of Fraudfraud. The Indemnifying Party shall not be required to indemnify an Indemnified Party to the extent that any Loss results from or is magnified by the action or inaction of the Indemnified Party or its Affiliates after the Closing, or the Indemnified Party could have, with commercially reasonable efforts, mitigated or prevented such Loss (or any part thereof). Notwithstanding anything to the contrary contained in this Agreement, no Loss shall be indemnified more than once, and the Buyer shall not seek indemnification for the same Loss more than once.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except as set forth below: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) 9.02 or 9.03, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount$100,000, in after which case the Indemnifying Party shall only be liable only for the amount of such those Losses in excess of $100,000; (b) no Losses may be claimed under Section 9.02 or 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the Basket Amountaggregate Losses set forth in clause (a) above other than Losses in excess of $5,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; and (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to an Indemnified Party arising out of or resulting from the causes set forth in Section 9.2(a)(i) and (ii) (in respect of any covenant 9.02 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)9.03, as the case may be, shall be an amount equal to $547,500; 2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (dA) 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 maximum aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Parties 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, (y) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 9.3(a3.27(i), or (z) and Section 9.3(b) (in respect Losses relating to any failure of any covenant the Company or agreement requiring performance at or the Company Subsidiaries, prior to the ClosingClosing 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), shall be an amount equal that the Purchaser has afforded the Seller both the ability to $2,700,000; 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 (eD) by the Sellers shall not be obligated to indemnify Purchaser of the Buyer Seller for Liabilities (x) resulting directly or any other Person with respect to any Loss indirectly from the provision by the Purchaser to the extent that a specific accrual 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 reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (iy) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach COBRA obligations of the Purchaser or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply amounts payable pursuant to Losses in the event of FraudSection 6.03.”

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), 8.2(a) (or Section 9.2(b)(i), 8.2(j) as it relates thereto) or Section 9.2(c) and Section 9.2(d8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties Party equals or exceeds $547,500 (the “Basket Amount”)350,000, in which case the Indemnifying Parties Party shall only be liable for the amount of such Losses in excess of the Basket Amount; thereof, (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.3(a) unless and until the maximum aggregate amount of indemnifiable Losses which may be recovered from the an Indemnifying Party equals arising out of or exceeds relating to the Basket Amount, causes set forth in which case the Indemnifying Party shall only be liable for the amount of such Losses in excess Section 8.2(a) and Section 8.2(i) (or Section 8.2(j) as it relates to either of the Basket Amount; foregoing) or Section 8.3(a), as the case may be, shall be equal to the Indemnity Escrow Amount (the “Escrow Cap”), (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 the Effective Time Holders arising out of any covenant or agreement requiring performance at or prior related to the ClosingIP Representations (or Section 8.2(j) as it relates thereto) shall be $10,000,000; provided, that to the extent that any portion of the Indemnity Escrow Amount has been released to Parent Indemnified Parties, such released amounts shall reduce such maximum amount (such amount, as so reduced, the “IP Cap”), 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 $547,500; (d) the maximum aggregate amount of indemnifiable Losses which may be recovered from Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or agreement requiring performance at or prior to the Closing), shall be an amount equal to $2,700,000; and (e) the Sellers Effective Time Holders shall not be obligated to indemnify the Buyer Parent or any other Person with respect to any Loss to the extent (and only to the extent) that a specific accrual or reserve for the amount of such Loss was taken into account reflected as a Liability in calculating the Net Adjustment Amount; and (e) the liability of each Effective Time Holder with respect to any Losses hereunder shall be limited to such Effective Time Holder’s Pro Rata Percentage of such Losses; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the inaccuracy or breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a)IP Representation or to any claim of fraud or intentional misrepresentation, (bor to any claims pursuant to Sections 8.2(b), (c), (d), (e), (f) (g), (h), (i) (with respect to clause (a) above only) or (j) (as it relates thereto), in each case, as to which the Indemnified Party may recover the applicable Losses (x) first, from the Indemnity Escrow Fund until that is exhausted or claims exceeding the then remaining amount of the Indemnity Escrow Fund have been made and (dy) then, directly from the Effective Time Holders in accordance with each Effective Time Holder’s Pro Rata Percentage, and the maximum aggregate liability of each Effective Time Holders shall not apply be an amount equal to Losses the consideration actually received by such Effective Time Holder in the event of Fraudaggregate, including any amounts remaining in the Indemnity Escrow Fund.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except as set forth below: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for any claim for indemnification pursuant to Section 9.3(a) 9.02 or 9.03, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount$100,000, in after which case the Indemnifying Party shall only be liable only for the amount of such those Losses in excess of $100,000; (b) no Losses may be claimed under Section 9.02 or Section 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the Basket Amountaggregate Losses set forth in clause (a) above other than Losses in excess of $5,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; and (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to an Indemnified Party arising out of or resulting from the causes set forth in Section 9.2(a)(i) and (ii) (in respect of any covenant 9.02 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)9.03, as the case may be, shall be an amount equal to $547,500; 2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (dA) 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 maximum aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Parties 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 9.3(a3.27(i), or (D) and Section 9.3(bby the Purchaser of the Seller for (x) (in respect of any covenant Liabilities resulting directly or agreement requiring performance at or prior indirectly from the provision by the Purchaser to the ClosingSeller 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), shall be an amount equal to $2,700,000; and ) or (ey) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that (i) the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the breach COBRA obligations of the Purchaser or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply amounts payable pursuant to Losses in the event of FraudSection 6.03.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no Indemnifying Party 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 case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $547,500 (the “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 shall not be liable for obligated to indemnify or hold harmless any claim for indemnification Indemnified Party against, or reimburse any Indemnified Party for, any Losses pursuant to Section 9.3(a8.2(a) or Section 8.3(a) (as applicable) unless and until the aggregate amount of indemnifiable Losses under Section 8.2(a) or Section 8.3(a) (as applicable) exceeds one percent (1%) of the Closing Date Purchase Price (the “Threshold Amount”), after which may be recovered from the Indemnifying Party equals or exceeds the Basket Amount, in which case the Indemnifying Party shall only be liable only for the amount of such Losses in excess of the Basket Threshold Amount; , (cb) the maximum aggregate amount of indemnifiable Losses under Section 8.2(a) or Section 8.3(a) (as applicable) which may be recovered from all an Indemnifying Parties Party pursuant to Section 9.2(a)(i8.2(a) and (iior Section 8.3(a) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(b)(ias applicable) 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 $547,500; ten percent (d10%) of the maximum aggregate amount of indemnifiable Losses which may Closing Date Purchase Price, (c) in no event shall any Indemnifying Party be recovered from Indemnifying Parties pursuant obligated under this Article VIII to Section 9.3(a) and Section 9.3(b) (indemnify any Indemnified Party entitled to indemnity hereunder in respect of any covenant or agreement requiring performance at or prior Losses that result from the willful misconduct of such Indemnified Party, (d) Parent shall not be required to indemnify the Buyer Indemnified Party for Taxes to the Closing), shall be an amount equal to $2,700,000; extent that such Taxes are accrued on the Final Working Capital Statement and (e) the Sellers Indemnifying Party shall not be obligated required to indemnify the Buyer or any other Person with respect to any Loss Indemnified Party for real estate Taxes and personal property Taxes to the extent that a specific accrual or reserve for such real estate Taxes and personal property Taxes, as applicable, have already been paid to the amount of such Loss was taken into account Indemnified Party pursuant to Section 6.1(b). Notwithstanding anything to the contrary contained herein, the limitations contained in calculating the Net Adjustment Amount; provided, that (i) the foregoing preceding clauses (a) and (b) shall not apply to any Losses arising out incurred pursuant to a breach of a Fundamental Representation or relating to the breach or inaccuracy of any Fundamental Representation, and (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to Losses in the event case of Fraudfraud or willful misrepresentation.