Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to The indemnification obligations of the contrary contained in this AgreementParties will be limited as follows: (a) Seller shall Sellers will not have any obligation be liable to provide indemnification Parent or Purchaser for Losses pursuant to Section 11.1 except to the extent that Claims until the aggregate amount of all such Losses Claims exceeds Five Hundred Thousand Dollars ($175,000.00 500,000) (the “"Basket Amount”) in which case Seller shall "). Upon reaching the Basket Amount Sellers will be liable to Buyer only Parent and the Purchaser for such Losses all Claims in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited the Basket Amount up to an aggregate amount equal to of Eight Million Dollars ($8,000,000) (the Purchase Price"Maximum Amount"). Under no circumstances will the aggregate amount of Sellers' indemnification obligations exceed the Maximum Amount. Notwithstanding the foregoing, the Basket Amount and such liability cap nothing in this Section 7.4(a) will not apply limit Seller's obligations under Section 4.1(d) or with respect to any breach post-Closing covenants and agreements of Seller’s representations and warranties Sellers, including the indemnification covenants set forth in Sections 4.1this Article VII, 4.2, 4.3, 4.8, and 4.14or with respect to any claims for intentional fraud. (b) Buyer shall not have Any amounts recoverable by an Indemnitee will be net of any obligation to provide indemnification for Losses indemnified tax benefits, insurance proceeds or other recoveries or reimbursements obtained by the Indemnitee. To the extent the tax benefits, insurance proceeds or other recoveries or reimbursements are incurred or received after any recovery pursuant to Section 11.2 except this Article VII, there will be a corresponding adjustment among the Parties without regard to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amounttime limitations imposed under this Article VII. The maximum obligation of Buyer to provide Parties agree that all indemnification payments will be treated for Losses pursuant to Section 11.2 shall be limited to the amount equal tax purposes as an adjustment to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide Absent fraud or willful or intentional misconduct, the indemnification for Losses and contribution provided by the Company pursuant to clause (A) of Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”7.1(a) in which case Seller and Section 7.3 shall be liable to Buyer only the sole and exclusive remedy for such any Losses in excess resulting from or arising out of $175,000.00. The maximum obligation of Seller to provide any indemnification for all Losses or contribution claim made pursuant to clause (A) of Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount 7.1(a) and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Section 7.3. (b) Buyer shall not have Absent fraud or willful or intentional misconduct, the amount of any obligation payment by the Company (i) to provide the GA Indemnified Parties under this Article VII in respect of Losses resulting from or arising out of any indemnification for Losses indemnified or contribution claim made pursuant to Section 11.2 except 7.1(a) or Section 7.3 with respect thereto shall in no event exceed US$20,000,000, and (ii) to the extent that the aggregate amount Apax Indemnified Parties under this Article VII in respect of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess resulting from or arising out of the Basket Amount. The maximum obligation of Buyer to provide any indemnification for Losses or contribution claim made pursuant to Section 11.2 7.1(a) or Section 7.3 with respect thereto shall be limited to in no event exceed US$20,000,000; provided, however, in the event of fraud or willful or intentional misconduct, such amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply of payment shall in no event exceed (1) with respect to any breach the GA Indemnified Parties, the aggregate purchase price paid by the GA Shareholder to the Seller in consideration of Buyer’s representations the Purchased Shares acquired by the GA Shareholder, and warranties set forth (2) with respect to the Apax Indemnified Parties, the aggregate purchase price paid by the Apax Shareholder to the Seller in Sections 5.1, 5.2, 5.3, 5.5 and 5.7consideration of the Purchased Shares acquired by the Apax Shareholder. (c) Seller The Company shall not have any obligation be liable to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail pay the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification Indemnified Parties under this Article XIVII in respect of Losses resulting from or arising out of any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto unless and until the amount payable under each individual claim made against the Company exceeds US$500,000 (the “Indemnity Threshold”). If and when the Indemnity Threshold is reached, the representations and warranties set forth in Articles IV and V Company shall then only be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order liable for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe excess over the Indemnity Threshold.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller 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 Indemnitor shall have an indemnification obligation for any amount for 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 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Total Consideration, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount; provided, that the foregoing limitations shall not apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all pursue such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for insurance proceeds or recovery from third Persons. If any such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to proceeds or recoveries are received by an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Indemnitee with respect to any breach 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 Sellersuch proceeds or recoveries (up to the amount of such party’s representations 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 warranties set forth in 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 4.112.2(i) and 12.3(i) may be made at any time prior to the Expiration Date and (b) Sections 12.2(ii), 4.2, 4.3, 4.8, 12.3(ii) and 4.1412.3(iii) may be made indefinitely. (b) Buyer shall not have any Except for Buyer’s obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to pay the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Total Consideration with respect to any breach Buyer, notwithstanding anything contained in this Agreement to the contrary, in no event shall the total recovery of Buyer’s representations and warranties set forth a party for Losses incurred in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses connection with the transactions contemplated hereby exceed the Total Consideration actually paid by Buyer pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have All Indemnifiable Costs sought by any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller party hereunder shall be liable to Buyer only for net of any insurance proceeds received by such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of Seller’s representations the representations, warranties and warranties set forth in Sections 4.1covenants of the Company and Millxx xxxer SECTIONS 3.11 or 3.14, 4.2, 4.3, 4.8, and 4.14. hereof (b) Buyer shall not have any obligation to provide for which indemnification for Losses indemnified pursuant to Section 11.2 except claims must be made prior to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess expiration of the Basket Amount. The maximum obligation applicable statute of Buyer to provide limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for Losses pursuant to Section 11.2 shall breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be limited made prior to the amount equal to expiration of the Purchase Price. Notwithstanding the foregoingtime periods contained therein), the Basket Amount and such liability cap will not apply with respect right to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller make claims for indemnification provided under this ARTICLE VIII shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, expire on the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not have be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation to provide sought by the Company or Millxx xxxeunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) may be sought. For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XISECTIONS 8.1 or 8.5, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a any representation or warranty that a condition, an event or state of fact be “material,” correct material or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) , as appropriate, in order for such condition, event or state fact to constitute a misrepresentation or breach of facts to cause such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Millxx xx Buyer or Buyer to the Company and Millxx xxxeed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Millxx xx Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be inaccuratea reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim or tax benefits to the contrary contained extent actually received by such Person as a result of an indemnified claim. Regardless of any investigation at any time made by or on behalf of any Party hereto or of any information any Party may have in respect thereof: 8.4.1. The representations, warranties, covenants, and agreements respectively made by Seller and Buyer in this Agreement, in the Disclosure Schedule, or in any certificate respectively delivered by Seller or Buyer pursuant to Section 7 will survive the Closing and the Closing Date: (a) With respect to the representations and warranties of the Parties set forth in Sections 3.1, 3.3, 4.1 and 4.2, indefinitely (b) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) in the case of the representations and warranties of Seller respectively set forth in Sections 3.2, 3.24, 3.26, 3.35 and 4.3; (c) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the case of the representations and warranties of Seller respectively set forth in Sections 3.13; and (d) Until the eighteenth month anniversary of the Closing Date in the case of all other representations, warranties, covenants, and agreements. 8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim. 8.4.3. Seller shall not have be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation to provide indemnification for Losses hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 11.1 except 8.3 shall not be subject to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case 50,000 threshold), whereupon Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall amounts for which indemnification may be limited to an amount equal to the Purchase Pricesought. Notwithstanding the foregoing, in no event shall the Basket Amount and such aggregate liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth Seller hereunder exceed $4,000,000 in Sections 4.1, 4.2, 4.3, 4.8, and 4.14the aggregate. (b) 8.4.4. Buyer shall not have be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that Company or Seller hereunder exceeds $50,000 in the aggregate amount of all such Losses exceeds the Basket Amountaggregate, in which case whereupon Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide all amounts for which indemnification for Losses pursuant to Section 11.2 shall may be limited to the amount equal to the Purchase Pricesought. Notwithstanding the foregoing, in no event shall the Basket Amount aggregate liability of Buyer under this Section 8 exceed $4,000,000 in the aggregate. 8.4.5. However, nothing in this Section 8 shall limit Buyer or Seller in exercising or securing any other remedies provided by this Agreement in regard to a Party’s default or breach of this Agreement. 8.4.6. Any settlement of a claim brought against an Indemnified Party must be consented to in writing by the Indemnified Party, and such liability cap will consent shall not apply with respect be unreasonably withheld. Neither Buyer nor Seller shall be liable for punitive damages pursuant to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation claim made by another Party to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $175,000.00 (the “Basket Amount”) 1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.001,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 11.1 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to an amount equal to $9,400,000 in the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, Amount in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7aggregate. (c) The representations and warranties of TPC and Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail on the specific nature one hand, and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas timeBuyer, on the third other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date. Buyer ; provided, however, that (i) the representations contained in Section 4.14 shall not have any obligation to provide indemnification hereunder last for any Losses unless a written notice of claim specifying six years, (ii) the representations contained in reasonable detail Section 4.17 and Section 4.18 shall continue until the specific nature and basis expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (dii) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations contained in Sections 4.2 and warranties set forth in Articles IV and V 4.3 shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratesurvive indefinitely.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 6.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller shall not have any obligation to provide indemnification for the maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers by Buyer Indemnified Parties pursuant to Section 11.1 except 6.2 shall be an amount equal to 15% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Cap”); provided that any Losses resulting from breaches by the Seller of any of the Fundamental Representations shall not be subject to the extent Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate amount of all such indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 6.2 (including with respect to any Losses resulting from breaches of any Fundamental Representation) shall not exceed the Purchase Price, as adjusted pursuant to Section 1.4; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $175,000.00 an amount equal to 0.75% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Basket Amount”) ), in which case the Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation ; provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) in determining whether any claim for indemnification under this Agreement or any of the other Xxxxxx Company Acquisition Agreements exceeds the Cap and/or the Basket Amount, the amount of all such claims under all of the Xxxxxx Company Acquisition Agreements shall be aggregated; (iv) any payment for Losses claimed by any Buyer Indemnified Party shall be paid by the Sellers as follows (x) 70% of such Losses shall be paid in cash and (y) 30% of such Losses shall be paid by the surrender of Buyer common stock (valued at no less than the value assigned to provide indemnification for such common stock under any of the Xxxxxx Company Acquisition Agreements); provided that the Sellers may elect, at their sole option, to pay such Losses pursuant in cash only; (v) the Seller shall not be obligated to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto; (vi) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 1.4; (vii) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of Buyer’s representations and warranties set forth this Agreement; and (viii) in Sections 5.1the event Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of Buyer at or prior to the Closing of any breach by the Seller of any representation, 5.2warranty or covenant in this Agreement, 5.3no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, 5.5 and 5.7under this Article VI or otherwise. (c) Seller For all purposes of this Article VI, “Losses” shall not have be net of (i) any obligation insurance or other recoveries payable to provide the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification hereunder for and (ii) any Losses pursuant Tax benefit available to Sections 11.1 unless a written notice such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of any such Losses is delivered to Seller prior to 5:00 p.m.(including, Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIwithout limitation, the representations and warranties set forth net present value of any Tax benefit arising in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratesubsequent taxable years).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ai) Seller the Sellers shall not have be liable (including, for the avoidance of doubt, through release to Buyer of all or any obligation to provide part of the Indemnity Escrow Amount) for any claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 6.2(a) unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from the Sellers equals or exceeds USD $175,000.00 (the “Basket Amount”) 100,000, in which case Seller the Sellers shall be liable to Buyer only for such the amount of Losses in excess thereof; provided, that this clause (i) shall not apply to Losses arising out of $175,000.00. The or relating to the inaccuracy or breach of Section 3.16 relating to Taxes, any Fundamental Representation or in the event of fraud by a Seller (which claim may be brought solely against the Seller who committed such fraud); (ii) the maximum obligation aggregate amount of indemnifiable Losses which may be recovered from the Sellers (including, for the avoidance of doubt, through release to Buyer of all or any part of the Indemnity Escrow Amount) for Losses arising out of or relating to indemnification claims (x) under Section 6.2(a) or Section 6.2(c) shall be NOK 1,750,000 and (y) under Section 6.2(e) shall be NOK 1,000,000; provided, that this clause (ii) shall not limit any claim for fraud by a Seller to provide (which claim may be brought solely against the Seller who committed such fraud); and (iii) any claim for indemnification for all Losses pursuant to Section 11.1 6.2(b) shall be brought solely against the Seller or Sellers who breached the applicable covenant or agreement giving rise to such indemnification claim. (b) The Sellers’ liability for an indemnifiable Loss shall be several and not joint. Each Seller shall only be liable for a fraction of the total Loss for which the Sellers are liable to compensate the Buyer under the terms of this Agreement where the numerator of such fraction shall be equal to the portion of the Consideration received by such Seller and the denominator shall be equal to the total Consideration. Notwithstanding the foregoing, in the event an indemnifiable Loss hereunder is the result of a breach of any representation that is made by or relates to an individual Seller (and not to all Sellers generally or to the Company), the recourse of the applicable Indemnified Party under this Agreement shall be limited to the then- remaining portion of the Indemnity Escrow Fund that is distributable to such breaching Seller and, if applicable, recourse directly against such breaching Seller, and no other Sellers shall be subject to any liability (whether directly or against their respective portions of the Indemnity Escrow Fund) with respect to such Loss. (c) The Sellers total liability under this Agreement in the aggregate shall in no event exceed an amount equal to the Purchase Price. Notwithstanding the foregoingConsideration, the Basket Amount and such liability cap will not apply with respect to any breach of each individual Seller’s representations and warranties set forth respective liability under this Agreement shall in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the no event exceed an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis portion of the Losses and the estimated amount of Consideration received by such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSeller. (d) For purposes the avoidance of determining doubt, the Sellers shall not be liable for any Loss if and to the extent that such Loss results solely from Parent being a publicly-listed company (such as, but not limited to, in relation to claims by the investors or shareholders of Parent). (e) None of the parties hereto shall be liable for any special or punitive damages, except to the extent actually paid to a third party. (f) The amount of any and all Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V VI shall be read without giving effect determined net of (i) any Tax benefit actually received by the applicable Indemnified Party in connection with the accrual, incurrence or payment of any such Losses (limited to any Materiality Requirement set forth therein. As used Tax benefit arising in this Agreement, a “Materiality Requirement” the year of the Loss and determined after taking into account the Tax effect of receiving an indemnity payment for such Loss hereunder) and (ii) any insurance or other third party recoveries actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (g) No Loss shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected deemed to have been suffered by reason of a Material Adverse Effect” breach of Section 3.16 (Taxes) for incremental taxes (excluding penalties and interest for late payment) caused by incremental profits made by the Company compared to those assumed in the Agreed Closing Statement. (h) No party shall be entitled to any payment, adjustment or other words or phrases of similar effect or impact) in order for such condition, event or state of facts indemnification more than once with respect to cause such representation or warranty to be inaccuratethe same matter.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the contrary contained in present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of Allied Parent and the Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 6.5(c) hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Agreement: Article VIII shall expire two (a2) Seller years following the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Shareholders and Allied Parent shall not have be obligated to pay any obligation to provide amounts for indemnification for Losses pursuant to Section 11.1 except to the extent that under this Article VIII until the aggregate amount of all such Losses indemnification obligation sought by Investors hereunder exceeds $175,000.00 (the “Basket Amount”) in which case Seller 250,000, whereupon Shareholders and Allied Parent shall be liable to Buyer only for such Losses all amounts in excess of $175,000.00. The maximum 250,000 for which indemnification may be sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the aggregate indemnification obligation of Seller to provide indemnification sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all Losses pursuant amounts in excess of $100,000 for which indemnification may be sought. For purposes of making claims for indemnification under Section 8.1(A), any requirement in any representation or warranty that an event or fact be Material or have a Material Adverse Effect, as appropriate, in order for such event or fact to Section 11.1 constitute a misrepresentation or breach of such representation or warranty shall be limited to an amount equal to the Purchase Priceignored. Notwithstanding the foregoing, in no event shall the Basket Amount aggregate liability of Shareholders and Allied Parent to Investors for breach of representations and warranties exceed the sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not include and shall not limit any claims for (i) the Accounts Receivable Adjustment and the Net Worth Adjustment and (ii) breach of the representations and warranties of the Shareholders and Allied Parent under Sections 3.1, 3.2, 3.3, 3.4, 3.6, and 3.17 hereof; provided, further, that in no event shall the aggregate liability cap will not apply of Shareholders and Allied Parent to Investors or the Company with respect to any breach of Seller’s representations claims described in clauses (i) and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (bii) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to above exceed the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess sum of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to Purchase Price and the amount equal to the Purchase Redemption Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply However nothing in this Article VIII shall limit Investors or Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach the conduct of Buyer’s representations and warranties set forth Shareholders, Allied Parent or Investors in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller connection with this Agreement or in the amount of damages that it can recover from the other in the event that Investors successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnified Costs paid by Shareholders shall not have any obligation be deemed to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless be a written notice of claim specifying in reasonable detail the specific nature and basis reduction of the Losses and the estimated amount of such Losses is delivered Purchase Price paid to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateAllied Parent by Investors hereunder. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller An Indemnifying Party shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to 8.2(a) or (b) or Section 8.3, as the extent that case may be, unless and until the aggregate amount of all indemnifiable Losses which may be recovered from such Losses Indemnifying Party exceeds $175,000.00 (the “Basket Amount”) 500,000.00, in which case Seller the Indemnifying Party shall be liable to Buyer only for the entire amount of such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Losses; provided, however, that this Section 11.1 8.6(a) shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not limit or apply with respect to any breach of Seller’s representations and warranties set forth in payments owed by Acquiror under Sections 4.1, 4.2, 4.3, 4.8, and 4.142.9 or 6.4 hereof. (b) Buyer shall not have any obligation to provide No Indemnified Party may make a claim for indemnification under Section 8.2(a) or Section 8.3, as the case may be, for Losses indemnified pursuant to Section 11.2 except to breach by the extent Indemnifying Party of a particular representation or warranty that occurs or is identified after the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess expiration of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to survival period thereof specified in Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.78.1. (c) Seller For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall not have be: (i) reduced by the amount of any obligation insurance benefits and proceeds actually paid to provide indemnification hereunder for such Indemnified Party, or any Losses pursuant to Sections 11.1 unless a written notice Affiliate of claim specifying any such party, in reasonable detail the specific nature and basis of the Losses and the estimated amount respect of such Losses is delivered net of any deductible amounts; (ii) reduced by the amount of any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect to Seller prior to 5:00 p.m., Houston, Texas time, on such Losses; (iii) reduced by any net Tax Benefit realized by the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless applicable Indemnified Party as a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount result of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on where the third anniversary “Tax Benefit” equals the reduction in Taxes realized by such Indemnified Party as a result of the Closing Date. (d) For purposes payment or accrual of determining Losses in order to calculate any loss, expense, deduction or Taxes resulting from the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state circumstance giving rise to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnified Party arising from (x) the receipt of fact be “material,” correct indemnity payments hereunder or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (y) the indemnification, contribution or other words similar payments actually recovered by the Indemnified Party from any third party with respect to such Losses (in the case of either (x) or phrases (y) grossed up for any income Tax incurred based on such increase), where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of the receipt or accrual of such indemnity payments or indemnification, contribution or other similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratepayments from a third party.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ai) except with respect to claims relating to the Seller shall Fundamental Reps, Seller is not have liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all such amounts of indemnifiable Losses exceeds $175,000.00 that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the “Basket Amount”) in which case Seller shall Fundamental Reps, the maximum amount of indemnifiable Losses that may be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of recovered from the Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. Notwithstanding the foregoing, the Basket Amount and such liability cap will This section does not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have any obligation to provide paid had the third-party payment reduced the original indemnification for Losses indemnified payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only a request for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7confidential treatment. (c) Seller An Indemnified Party shall not have any obligation to provide indemnification hereunder assert claims with respect to, or recover damages for, Losses for any Losses punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateThird Party Claim. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights Buyer is not entitled to indemnification under this Article XI6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the representations extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranties warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Notwithstanding anything contained in the Transaction Documents to the contrary, neither the Sellers nor the Merging Companies shall not have be obligated to indemnify, defend or hold harmless any obligation Buyer Indemnified Party with respect to provide indemnification for any Losses from any Claim asserted pursuant to Section 11.1 10.1(b)(i) other than Specified Claims except to the extent that the aggregate Losses from all Claims exceed an amount of all such Losses exceeds equal to $175,000.00 2,470,000 (the “Basket Amount”) in ), which case Seller shall be liable amount is to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14serve as a “deductible” or “non-tipping basket.” (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except Notwithstanding anything contained in the Transaction Documents to the extent that contrary: (i) in no event may the Sellers’ and the Merging Companies’ aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification liability for Losses pursuant to Section 11.2 shall be limited to 10.1(b)(i) or otherwise other than Specified Claims exceed, in the amount equal to the Purchase Price. Notwithstanding the foregoingaggregate, the Basket Amount Escrow Account balance as determined and reduced pursuant to Section 2.3; provided, however, that such aggregate limit of liability cap will shall not apply with respect be less than the Escrow Account balance immediately after First Escrow Release Date; and (ii) any and all Losses recoverable by any Buyer Indemnified Party pursuant to any breach of Buyer’s representations and warranties set forth this Article 10 or otherwise shall first be paid from the funds in Sections 5.1, 5.2, 5.3, 5.5 and 5.7the Escrow Account. (c) Seller shall In the event the Closing does not have occur and any obligation to provide indemnification hereunder for any Losses Buyer Indemnified Party asserts a Claim pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of Article 10, the Losses such Buyer Indemnified Person may recover from the Merging Companies are limited to the costs and the estimated amount of expenses (including reasonable attorneys’ and accountants’ fees) actually incurred by such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying Indemnified Person in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateconnection with this Transaction. (d) For purposes Each of the representations and warranties of the Merging Companies and the Buyer Parties contained in the Transaction Documents, and each of the agreements and covenants to be performed by the Merging Companies and the Buyer Parties prior to the Closing, survive for a period equal to four hundred fifty (450) days following the Closing Date; provided, however, all claims for indemnity under Section 10.1(b)(iii) and all claims for indemnity based on any of the representations, warranties, agreements and covenants of the Merging Companies and the Sellers set forth in Sections 4.1 (Authority; Authorization; Enforceability), 4.7 (Capitalization), 4.15 (Taxes), and 4.24 (Brokers; Agents) and Article 11 (Tax Matters) (the “Specified Claims”) shall survive the Closing until 30 days after the expiration of the longest applicable statute of limitations. All of the agreements and covenants of the Merging Companies and the Buyer Parties contained in the Transaction Documents to be performed after the Closing shall survive after the Closing Date in accordance with their terms. Any Claim based upon a breach of a representation, warranty, agreement or covenant which is made in writing prior to the expiration of the applicable survival period survives such expiration until resolved or judicially determined. (e) With respect to each Claim, the Claiming Party (or in the case of a Claim by any Buyer Indemnified Party after Closing or the Surviving Company) will upon written request by the Indemnifying Party use reasonable efforts to assert all claims that are applicable to such claim under all insurance policies, and any Losses that may be recovered by the Claiming Party with respect to such Claim will be net of any insurance proceeds actually received with respect thereto. The parties will reasonably cooperate with a view to optimizing the availability of insurance coverages. To the extent that insurance proceeds are collected after a Claim has been settled, the Claiming Party will restore the Indemnifying Party to the same economic position as would have existed had such insurance proceeds been collected prior to the settlement of such Claim. Nothing in this Section 10.4(e) shall require the commencement of any litigation or other dispute resolution procedures. (f) If any of the Losses for which an Indemnifying Party is responsible or allegedly responsible under this Article 10 are recoverable or reasonably likely to be recoverable against any third party at the time that payment is due hereunder, the Claiming Party will assign any and all rights that it may have to recover such Losses to the Indemnifying Party or, if such rights are not assignable for any reason, the Claiming Party will attempt in good faith but at the Indemnifying Party’s sole cost and expense to collect any and all such Losses on account thereof from such third party for the benefit of the Indemnifying Party. The Claiming Party will reimburse the Indemnifying Party for any and all Losses paid by the Indemnifying Party to the Claiming Party pursuant to this Agreement to the extent such amount is subsequently paid to the Claiming Party by any Person other than the Indemnifying Party. Nothing in this Section 10.4(f) shall require the commencement of any litigation or other dispute resolution procedure. (g) Notwithstanding anything contained in the Transaction Documents to the contrary, (i) to the extent (but only to the extent) that any Loss resulting from any breach of any representation, warranty, covenant or agreement of the Merging Companies under Article 4 is taken into account as a current liability, reserved or accrued, in determining Losses the final Closing Statement, or otherwise taken into account in order the calculation of the Final Merger Consideration, (A) no Buyer Indemnified Party may recover the amount of such Loss that is so reserved or accrued through a Claim pursuant to calculate Article 10 or otherwise and (B) the amount of such Loss that is so reserved or accrued is not included in the determination of whether all Losses, in the aggregate, exceed the Basket Amount and determine rights (ii) no Buyer Indemnified Party may recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation or warranty in the Transaction Documents regardless of whether such facts or circumstances would give rise to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used a breach of more than one representation or warranty in this Agreement. (h) Notwithstanding anything contained in the Transaction Documents to the contrary, the Losses for which indemnity is available shall not include consequential, incidental, indirect, special, exemplary or punitive damages (except that any such damages awarded to a “Materiality Requirement” third party and covered by a Third Party Claim shall mean any requirement be recoverable as Losses and shall not be subject to this Section 10.4(h)), including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity; provided, however, that claims based on diminution of value will be recoverable to the extent such claim (i) is made in respect of a breach of a representation or warranty that a conditionadversely affects the earnings of the Merging Companies, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impactii) in order for such conditionrespect of an issue which is recurring (as opposed to non-recurring) in nature, event or state of facts to cause such representation or warranty and (iii) is not otherwise actually able to be inaccuratemitigated via surcharges to customers of the Business with no other adverse effect to the Business. For purposes of this Section 10.4(h), Amortization Damages (as defined in Article 13) shall be deemed not to include any consequential, incidental, indirect, special, exemplary or punitive damages. (i) The Claiming Party shall take and cause its Affiliates to take commercially reasonable steps to mitigate any Losses upon becoming aware of any event which gives rise to such Claim; provided, however, that an Indemnifying Party’s obligation under this Agreement shall survive even if the Claiming Party or its Affiliates do not take commercially reasonable steps to mitigate any Losses, so long as such failure does not materially prejudice such Indemnifying Party, in which case such Indemnifying Party’s obligations shall be adjusted solely to the extent of such prejudice.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds or tax benefits received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or Article VI hereof (for which indemnification claims must be made prior to the contrary contained expiration of the applicable statute of limitations or the expiration date set forth in such Sections and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Agreement: Article VIII shall expire on the second anniversary of the Closing Date (a) Seller except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not have be obligated to pay any obligation to provide amounts for indemnification for Losses pursuant to Section 11.1 except to the extent that under this Article VIII until the aggregate amount of all such Losses indemnification obligation sought by Buyer hereunder exceeds $175,000.00 (50,000, whereupon the “Basket Amount”) in which case Seller Sellers shall be liable to Buyer only for such Losses all amounts for which indemnification may be sought in excess of such $175,000.0050,000 deductible; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of her obligations under Section 5.6 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. The maximum Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation of Seller to provide indemnification sought by the Sellers hereunder exceeds $50,000, whereupon Buyer shall be liable for all Losses pursuant to Section 11.1 shall amounts for which indemnification may be limited to an amount equal to the Purchase Pricesought. Notwithstanding the foregoing, in no event shall the Basket Amount and such aggregate liability cap will not apply of the Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price except for claims with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation ownership or rights to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess ownership of the Basket AmountCompany's capital stock. The maximum obligation of However nothing in this Article VIII shall limit Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to or the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis conduct of the Losses and Sellers or Buyer in connection with this Agreement or in the estimated amount of such Losses is delivered damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary be a reduction of the Closing Date. Purchase Price paid by Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. 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) Seller shall not have any obligation days after expiration of said period. The Purchaser agrees to provide indemnification for Losses pursuant to Section 11.1 except give to the extent that the aggregate amount Sellers reasonable notice of all such Losses exceeds $175,000.00 (the “Basket Amount”) in any claim for which case Seller shall any of them would be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Pricehereunder. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer Sellers shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except only be liable to the extent that the aggregate cumulative amount of all such Losses exceeds damages and liabilities (including reasonable related indemnification costs and expenses) for which Sellers, but for this sentence, would be liable under this Agreement or any certificate or instrument furnished to Purchaser or the Company pursuant hereto, exceed Twenty-Seven Thousand Five Hundred Dollars ($27,500) (hereinafter the “Basket”); provided, however, that the Basket Amount, in which case Buyer shall be liable not apply to Seller only for such Losses in excess (i) any claim relating to any intentional misrepresentation by or on behalf of the Basket Amount. The maximum obligation Sellers or the Company, (ii) any claim for any liability of Buyer the Company that is not reflected in the Company’s Final Financial Statements or any claim for any liability to provide indemnification for Losses be retained or paid by one or more of the Sellers pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (iii) any adjustment of the Purchase Price pursuant to Section 11.2 shall be limited to 11 above, (iv) a breach of any obligation or covenant of the amount equal to Company or the Purchase PriceSellers hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith or the Closing SPA Executed.doc hereunder, or (v) any inaccuracy or incorrectness in any representation or warranty contained in Section 3.02, 3.03, or 3.30 hereof. Notwithstanding the foregoing, the Basket Amount and such maximum liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses the Sellers pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis Section 13 shall be equal to seventy-five percent (75%) of the Losses and Purchase Price (as adjusted pursuant to Section 2.02) paid by the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DatePurchaser. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to 9.5.1 Except (a) in the contrary contained case of any Fraud Matters set forth in this Agreement: , in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Agreement on the part of Seller, or (ab) in the case of any indemnification claim resulting from, arising out of or in connection with clauses (ii) – (v) of Section ‎9.2.1 hereof or (c) in the case of any indemnification claim resulting from, arising out of or in connection with any breaches of any of the Fundamental Representations, from and after the Closing Date; Seller shall not be obligated to indemnify the Indemnified Parties for any amounts in excess of the Escrow Shares. 9.5.2 The Indemnified Parties shall not be entitled to assert any claim for indemnification under this Agreement (other than in connection with any inaccuracy or breach of the Fundamental Representations, as to which this limitation shall not apply) until such time as the aggregate of all Losses that the Indemnified Parties have any obligation to provide under this Agreement exceeds Fifty Thousand Dollars ($50,000), whereupon indemnification may be sought for all such Losses pursuant to Section 11.1 except without regard to the extent such threshold amount. 9.5.3 The indemnification provisions under this Section ‎9 shall be the sole and exclusive monetary remedy of Buyer and Parent and the Indemnified Parties against the Seller provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Party of any right to specific performance or injunctive relief. 9.5.4 It is hereby clarified that any indemnification amount that an Indemnified Person is entitled to receive pursuant the provisions herein shall if possible be first recovered from the Escrow Shares, and if such recovery is not available, from the Seller. 9.5.5 The amount of any Loss subject to indemnification hereunder shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually received by the Indemnified Party from any third party with respect thereto. In the event that an insurance or other recovery is actually made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller recovery shall be made promptly to the Seller. 9.5.6 Neither Party shall be liable to Buyer only for any special, indirect, incidental, punitive or consequential loss, such Losses as loss of business opportunities or loss of goodwill, whether in excess respect of $175,000.00. The maximum obligation any misrepresentation, breach of Seller to provide indemnification for contract (other than willful ​ breaches or Fraud Matters), tort, statutory duty or otherwise, which arises out of or in connection with this Agreement or its subject matter. 9.5.7 In all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoingcases, and without derogating from other limitations of liability specified herein, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” the Ancillary Agreements, and in connection with all transactions contemplated hereunder and thereunder, whether under this Agreement, tort or otherwise, shall mean any requirement not exceed the amount of the value of the Aggregate Purchase Price plus the Advance Payment, plus the IIA Liabilities. 9.5.8 The limitations under this Section ‎9.5 shall not apply in a representation case of Fraud Matters or warranty that a condition, event or state breach of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratelock up.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Except for indemnification for any 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 4.03 (Capitalization), Section 4.05 (Transaction Schedule) and Section 4.13 (Benefit Plans), the sole 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 have any obligation be entitled to provide indemnification for Losses pursuant to Section 11.1 except make a Parent Claim to the extent that all Damages previously recovered by the Parent Indemnified Parties under Section 9.02, 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 all such Losses exceeds $175,000.00 (indemnification available to the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 Parent Indemnified Parties hereunder shall be limited to an amount equal the Indemnification Escrow Amount. Nothing contained in this Agreement shall limit the rights of any Parent Indemnified Party to seek or obtain injunctive relief or any other equitable remedy to which such Parent Indemnified Party is otherwise entitled. The Liability of the Purchase PriceEscrow Participants for indemnification that is not satisfied by the Indemnification Escrow Fund shall be several and not joint. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties Except as set forth in the immediately preceding sentence and Sections 4.19.05 and 9.09, 4.2, 4.3, 4.8, and 4.14the procedure for satisfaction of Parent Claims is set forth in the Escrow Agreement. (b) Buyer Except in the event of fraud or willful misconduct of the Company prior to the Effective Time, no Parent Indemnified Party shall not have be entitled to recover any obligation to provide indemnification for Losses indemnified Damages pursuant to Section 11.2 except 9.02(a) and Section 9.02(b) (but solely with respect to Section 9.02(a) and Section 9.02(b)) (i) in respect of any claim for Damages that are less than Twenty Thousand Dollars ($20,000) (provided that claims relating to the same subject matter shall be aggregated for purposes of determining the amount of Damages under this clause (i)), and all such Damages shall be taken into account in determining whether or the extent that to which the aggregate thresholds set forth in clause (ii) of this paragraph has been met or exceeded, and (ii) unless and until such time as the total amount of all Damages otherwise indemnifiable pursuant to such Losses Sections that have been directly or indirectly suffered or incurred by any one or more of the Parent Indemnified Parties, or to which any one or more of the Parent Indemnified Parties has or have otherwise become subject, exceeds the Basket AmountOn Million Five Hundred Thousand Dollars ($1,500,000), in which case Buyer event the Parent Indemnified Parties shall be liable entitled to Seller only for recover all of such Losses Damages in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7Seven Hundred Fifty Thousand Dollars ($750,000). (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to (a) Except in the contrary contained event of intentional fraud, the Holdback Amount and, if applicable, the setoff against any accrued and unpaid Contingent Consideration shall be the sole and exclusive remedy of the Buyer Indemnitees from and after the Closing for any claims arising under this Agreement or in connection with the transactions contemplated hereby, including claims of breach of any representation, warranty or covenant in this Agreement:. (ab) Seller No party shall not have be entitled to any obligation recovery under this Agreement for its own special, incidental or consequential damages. Nothing in this Section 6.8 shall prevent any Indemnitee from being indemnified for all components of awards against them in actions by unrelated third parties, including, without limitation, special, incidental or consequential damage components. (c) No Buyer Indemnitee shall be entitled to provide indemnification for any Losses pursuant to arising under Section 11.1 except to the extent that 6.2(a) until the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”under all claims of all Buyer Indemnities under Section 6.2(a) in which case Seller shall be liable to Buyer only plus any claims for such Losses in excess setoff of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 1.3(e)(vi)(B) exceed $675,000 (the "Deductible"), and, Buyer shall be limited entitled to retain all or a portion the Holdback Amount or make an offset under Section 6.2(a) only in the amount equal by which such aggregate Losses exceed the Deductible, except that: all amounts due to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect Indemnitees related to any Losses for Taxes (whether under Section 3.9 or Section 5.9) or Losses from a breach of Seller’s the representations and warranties in Section 3.2 or Section 3.20 shall not be subject to the provisions of this Section 6.8(c) and shall be paid in full without any regard to the Deductible. The foregoing shall not limit Buyer's rights under Section 1.3(e)(vi) except as specifically provided in Section 1.3(e)(vi). Further, except as provided by Section 1.3(e)(vi) and except in the event of intentional fraud, the total liability of the Company under this Agreement or in connection with the transactions contemplated hereby shall not exceed the sum of (i) the Holdback Amount plus (ii) fifty percent of the Contingent Consideration (the parties' intention being that an offset claim under Section 6.2(a) and an offset claim arising under 1.3(e)(vi) could result in claims up to 100% of the Contingent Consideration, but in no event more than the amount set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date6.8(a)). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, Except for the representations and warranties set forth in Articles IV Sections 3.9, 3.16 and V 3.25(a), no Indemnitee shall be read without entitled to bring an Indemnification Claim for the breach of any representation or warranty if the Buyer had actual knowledge on or prior to the Closing of the facts, events, circumstances or omissions giving effect rise to any Materiality Requirement set forth therein. As used in such claim. (e) For purposes of this Agreement, a “Materiality Requirement” any Loss otherwise recoverable shall mean be (i) reduced by the amount of any requirement insurance proceeds actually recovered by the Indemnitee in a representation connection with such Loss and by the amount of Tax benefit realized by the Indemnitee arising from the incurrence or warranty that a conditionpayment of such Loss, event and (ii) increased to take account of any increased insurance premiums arising from the incurrence or state payment of fact be “material,” correct or true such Loss and the amount of any Tax cost incurred from the receipt of the indemnity payment hereunder, in “all material respects,” have a “Material Adverse Effect,” or be or not be “the case of (i) and (ii) as reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for determinable at the time such condition, event or state of facts to cause such representation or warranty to be inaccurateLoss is otherwise being determined under this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:provisions of Sections 9.2(a) and (b): (a) No Seller (including the Eitings) shall not have any obligation to provide indemnification indemnify any Parent and Buyer Indemnitee for any Losses, and no claim for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable made by any Parent and Buyer Indemnitee, with respect to any representation and warranty made by any Company or any Seller under this Agreement, if the Chief Executive Officer, President or Chief Financial Officer of Parent knows on or before the Closing Date that such Company or such Seller has breached such representation and warranty or otherwise knows of the likely incurrence of such Loss, except as specifically provided in Section 9.2(b). (b) No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer only Indemnitee for such any Losses until the Parent and Buyer Indemnitees have suffered Losses in excess of $175,000.00. The maximum 1,500,000 in the aggregate (at which point Sellers will be obligated to indemnify the applicable Parent and Buyer Indemnitee from and against all such Losses from the first dollar), except as specifically provided in Section 9.2(b). (c) Sellers (including the Eitings) shall have no obligation to indemnify any Parent and Buyer Indemnitee for any Losses in excess of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to $15,000,000 in the Purchase Price. Notwithstanding the foregoingaggregate; provided, the Basket Amount and such liability cap will not apply however, that with respect to any Losses arising out of a breach by any Seller of Seller’s representations a representation and warranties warranty contained in Section 3.1, the Seller breaching such representation and warranty shall be liable for any such Losses up to the full amount of the Purchase Price received by such Seller as set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14on Schedule A attached hereto. (bd) Buyer In computing the amount of any Losses as to which a party shall not have be entitled to indemnification hereunder, (i) the Indemnitor shall be given the benefit of any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except insurance proceeds which may become available to the extent that the aggregate amount of all Indemnitee; and (ii) such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 amounts shall be limited to the amount equal after-tax consequences to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” Indemnitee (or other words or phrases the affiliated group of similar effect or impact) in order for which such condition, event or state of facts to cause such representation or warranty to be inaccurateIndemnitee is a member).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller 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 Indemnitor shall not have an indemnification obligation for any amount for 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 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Initial Purchase Price, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount; provided, that none of the foregoing limitations shall apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all pursue such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for insurance proceeds or recovery from third Persons. If any such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to proceeds or recoveries are received by an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Indemnitee with respect to any breach 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 Sellersuch proceeds or recoveries (up to the amount of such party’s representations 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 warranties set forth in 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 4.112.2(i) and 12.3(i) may be made at any time prior to the Expiration Date, 4.2(b) Section 12.2(iii) may be made at any time prior to the First Special Indemnity Expiration Date, 4.3(c) Section 12.2(iv) may be made at any time prior to the Second Special Indemnity Expiration Date and (d) Sections 12.2(ii), 4.812.3(ii), 12.3(iii) and 4.1412.3(iv) may be made indefinitely. (b) Buyer shall not have any Except for Buyer’s obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to pay the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Total Consideration with respect to any breach Buyer if the Closing occurs, notwithstanding anything contained in this Agreement to the contrary, in no event shall the total recovery of Buyer’s representations and warranties set forth a party for Losses incurred in Sections 5.1connection with the transactions contemplated hereby exceed the Total Consideration actually paid by Buyer pursuant to this Agreement if the Closing occurs; provided, 5.2, 5.3, 5.5 and 5.7. that the total recovery of the Buyer Indemnitees for Losses incurred as a result of (ci) Seller Section 12.2(iii) shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying exceed $100,000,000 in reasonable detail the specific nature aggregate and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer (ii) Section 12.2(iv) shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying exceed $55,000,000 in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateaggregate. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have The representations and warranties of Covisint set forth in this Agreement will survive only for a period of two calendar years after the Closing Date, and any obligation to provide claim for indemnification for Losses pursuant to under Section 11.1 except 9.1 must be asserted by notice to the extent Indemnifying Party within two calendar years after the Closing Date, or the same will be null and void; provided, however, that the aggregate amount of all such Losses exceeds $175,000.00 representations, warranties and covenants made by Covisint under Sections 4.1, 4.20 and 4.21 shall survive indefinitely, and the representations, warranties and covenants made by Covisint under Sections 4.12, 4.13(c) and (the “Basket Amount”l), and 6.1(f) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoingand (g), the Basket Amount and such liability cap will not apply 9.1 (with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1Taxes), 4.2, 4.3, 4.89.6, and 4.1410.13 of this Agreement (specifically relating to Taxes) will survive until sixty days after the expiration of the applicable statutes of limitations (including any waivers or extensions) on assessment and collection of the Tax to which such representation, warranty or covenant relates. If any claims for indemnification have been made pursuant to Sections 9.1, 9.6, and 10.13 and the same are still pending or unresolved at the expiration of the survival period, such claims will continue to be subject to the indemnification provisions of this Agreement. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to Any covenant or agreement by the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in parties hereto which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of by its terms contemplates performance after the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of Date will survive the Closing Date. (c) The Indemnifying Party will not be obligated to indemnify the Claimant under Article 9 unless and until the aggregate of Losses for which indemnity is provided under Article 9 reaches Eighty Thousand Dollars ($80,000), in which event the Indemnifying Party will be obligated to indemnify the Claimant for the full amount of all Losses; provided, however, that the indemnification threshold of $80,000 will not apply to the indemnification obligations related to a breach of Sections 4.1(a) and (b), 4.21, 6.1(a), 6.13 or 10.10 or indemnification obligations under Article 9 and 10.13 specifically relating to Taxes nor will any amounts paid in respect of Sections Article 9 and 10.13 specifically relating to Taxes reduce such indemnification threshold as the same may apply to any other claims for indemnification. In no event will an Indemnifying Party be obligated to indemnify a Claimant under Article 9 for Losses (excluding Losses in connection with third party Claims relating to Proprietary Rights being transferred or purporting to be transferred pursuant to this Agreement) in excess of four million dollars ($4,000,000) in the aggregate. (d) For The Indemnified Party will use all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. (e) Notwithstanding anything herein to the contrary, Losses will not include special, indirect, consequential or punitive damages. Notwithstanding anything herein to the contrary, Losses will not include "lost profits" or "lost revenues", unless "lost profits" or "lost revenues" are included in claims of third parties against Buyer. Notwithstanding the preceding sentence, for purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI9, "lost profits" or "lost revenues" means a negative impact on future revenues or profits of Buyer arising as an indirect or secondary consequence of a breach of a representation, warranty, covenant or agreement but "lost profits" or "lost revenues" will be included in Losses to the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreementextent they are the direct consequence of a breach of a representation, a “Materiality Requirement” shall mean any requirement in a representation warranty or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratecovenant.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (ai) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate maximum amount of all such indemnifiable Losses exceeds $175,000.00 which may be recovered by either Party arising out of or resulting from the causes set forth in Section 7.02 (in the “Basket Amount”case of Purchaser) or Section 7.03 (in which the case Seller of Seller) shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding Closing Payment Amount; (ii) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the foregoingbreach or alleged breach of this Agreement or any Ancillary Agreement; (iii) in the event a party hereto establishes prior to the Closing that any of the representations and warranties to survive the Closing in accordance with Section 7.01 are not true and correct as of the Closing, the Basket Amount its sole and such liability cap will not apply exclusive remedy with respect to any such breach shall be to not close the transaction, and (v) no breach by the Seller of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8this Agreement for any purpose hereunder, and 4.14. (b) Buyer neither the Purchaser nor any Affiliate of Purchaser shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to claim or recourse against the extent that the aggregate amount of all such Losses exceeds the Basket AmountSeller or its directors, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoingofficers, the Basket Amount and such liability cap will not apply employees, Affiliates, controlling persons, agents advisors or representatives with respect to such breach, if the Purchaser or any breach Affiliate of Buyer’s representations and warranties set forth in Sections 5.1Purchaser had, 5.2prior to the execution of this Agreement, 5.3, 5.5 and 5.7actual knowledge of such breach. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For all purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVIII, the representations and warranties set forth in Articles IV and V “Losses” shall be read without giving effect to net of any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (insurance or other words recoveries payable to the Indemnified Party or phrases its Affiliates in connection with the facts giving rise to the right of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateindemnification.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Notwithstanding anything in this Article 8 to the contrary, no Party shall not have any indemnification obligation to provide indemnification for Losses pursuant to Section 11.1 except hereunder to the extent that a claim for indemnification is related to a representation, warranty or covenant for which the survival period specified in Article 7 has expired and is made after such expiration. For the avoidance of doubt, it is understood and agreed that the expiration of the survival period with respect to any particular representation, warranty or covenant shall have no effect upon a claim for indemnification related to such representation, warranty or covenant that was properly made prior to such expiration, and the Party making such claim may pursue such claim as set forth in this Agreement until it is resolved or abandoned. (b) Notwithstanding anything in this Article 8 to the contrary, no Lufkin Indemnitee shall be entitled to indemnification from the Sellers pursuant to Section 8.1(a) until such time as the cumulative, aggregate amount of all Losses suffered by such Losses Lufkin Indemnitee exceeds $175,000.00 150,000 (the “Basket AmountDeductible”), after which time such Lufkin Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to (i) with respect to any particular Seller, any claims based on the fraud, intentional misconduct or gross negligence of such Seller or (ii) any claims based on any breach by the Sellers of any representation or warranty contained in Section 4.2, 4.3 or 4.4 or of any of their covenants or agreements contained herein. (c) Notwithstanding anything in this Article 8 to the contrary, no Seller Indemnitee shall be entitled to indemnification from Lufkin pursuant to Section 8.2 until such time as the cumulative, aggregate amount of Losses suffered by such Seller Indemnitee exceeds the Deductible, after which case time such Seller Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on fraud, intentional misconduct or gross negligence or to any claims based on any breach by Lufkin of any representation or warranty contained in Section 5.2 or 5.3 or of any of its covenants or agreements contained herein. (d) No Seller shall be liable to Buyer only for such Losses indemnification obligations under Section 8.1(a) in the aggregate in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding product of $25,000,000 multiplied by the foregoingpercentage membership interest set forth opposite the name of such Seller on Annex 1 hereto; provided, however, that the Basket Amount and such liability cap will limitation set forth in this Section 8.3(d) shall not apply to (i) with respect to any particular Seller, any claims based on the fraud, intentional misconduct or gross negligence of such Seller or (ii) any claims based on any breach by the Sellers of Seller’s representations and warranties set forth any representation or warranty contained in Sections 4.1, Section 4.2, 4.3, 4.8, and 4.144.3 or 4.4 or of any of their covenants or agreements contained herein. (be) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that For purposes of calculating the aggregate amount of all such Losses exceeds claimed by a Party entitled to receive indemnification hereunder (an “Indemnitee”), the Basket Amount, in which case Buyer amount of each Loss shall be liable reduced by (i) any third-party insurance benefits which the Indemnitee received in respect of or as a result of such Losses, less the reasonable costs incurred by the Indemnitee to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited recover those insurance benefits to the amount equal to extent such costs are not otherwise recovered, and (ii) any Tax benefits which the Purchase Price. Notwithstanding the foregoing, the Basket Amount Indemnitee actually recognized and such liability cap will not apply with realized in respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless or as a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount result of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateLosses. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. 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) Seller shall not have , the maximum amount of indemnifiable Losses that may be recovered from any obligation to provide indemnification for Losses Stockholder pursuant to Section 11.1 except 6.02(a) 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 extent Closing, as set forth on Schedule A hereto, and the denominator of which shall be 1,433,366; provided, however, that the aggregate maximum amount of all indemnifiable Losses that may be recovered from any Stockholder, if such Losses exceeds $175,000.00 (are a result of any breach by such Stockholder of the “Basket Amount”representation and warranty contained in Section 2.02(c) in which case Seller as applied to the Shares owned by it, shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Pricevalue on the Closing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; 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 foregoingcontrary in this Agreement, the Basket Amount and maximum amount of indemnifiable Losses that may be recovered from 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 liability cap will not apply with respect to Losses are a result of any breach of Seller’s representations the representation and warranties set forth warranty contained in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer 3.04 shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the an amount equal to the Purchase Price. Notwithstanding value on the foregoingClosing Date of all Parent Shares and Parent Warrants received by such Stockholder pursuant to this Agreement; provided, further, there shall be no limit on the Basket Amount and such liability cap will not apply with respect to any amount of indemnifiable Losses that may be recovered from the Parent in the event that the breach of Buyer’s representations and warranties set forth in Sections 5.1the representation, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation warranty or covenant that gave rise to provide indemnification hereunder for any such Losses pursuant to Sections 11.1 unless a written notice resulted from or arose out of claim specifying in reasonable detail fraud on the specific nature and basis part of the Losses and Parent or the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DatePurchaser. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything (a) No claim may be asserted nor shall any Action be commenced against any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the contrary contained subject matter of such claim or Action, to the extent known by the Indemnified Party, on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Other than for claims relating to fraud, intentional misrepresentation or willful misconduct or for breaches of the Fundamental Representations (which shall not be subject to any limitations herein), the indemnification provided for in this AgreementAgreement shall be subject to the following limitations: (ai) Seller shall not have any obligation to provide indemnification indemnify any Buyer Indemnified Party under Section 9.02(a) unless and until the aggregate amount of all Losses of Buyer Indemnified Parties exceed $20,000, in which event Seller shall be liable for the full amount of such Losses pursuant from the first dollar; (ii) The aggregate amount required to be paid by Seller under Section 11.1 9.02(a) shall not exceed $1,145,000; and (iii) neither party hereto shall have any Liability under any provision of this Agreement or any Ancillary Agreement for any (i) punitive damages or (ii) special, indirect, or consequential damages that are not reasonably foreseeable as of the date of this Agreement, Exhibit 2.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) damages are paid by an Indemnified Party to a Third Party in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7a Third Party Claim. (c) Seller For all purposes of this ARTICLE IX, Losses shall not have be reduced by the net proceeds such Indemnified Party actually recovers from any obligation to provide indemnification hereunder for third party or insurance provider resulting from making a claim thereunder less the costs of recovering such amounts, costs of investigation, any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature applicable deductibles and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datepremiums. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights No Buyer Indemnified Party shall be entitled to indemnification under this Article XI, Section 9.02 for any Losses with respect to Tax attributes of Seller or any Losses attributable to Post-Closing Tax Periods (other than Losses arising in a Post-Closing Tax Period as a result of a breach of the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateSection 3.20(o)).

Limits on Indemnification. (a) Neither the Acquiror Indemnified Persons nor the OSI Indemnified Stockholders may recover in respect of any claim for indemnification as a result of a breach of any representation or warranty in accordance with Section 7.1 or Section 7.2, respectively, unless and until the Indemnifiable Losses in accordance with Section 7.1 or Section 7.2, respectively, have been incurred, paid or accrued in an aggregate amount greater than Two Million Dollars ($2,000,000) (the “Indemnification Threshold”); provided, however, the Indemnification Threshold shall not apply to any Indemnifiable Losses arising out of Section 7.1(d) or Section 7.1(e). Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.1, the Acquiror Indemnified Persons shall be entitled to recover Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold, from and solely out of the Indemnification Escrow Amount, pursuant to terms of the Escrow Agreement. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.2, the OSI Indemnified Stockholders shall be entitled to recover from Buyer all Indemnifiable Losses as a result of a breach of such representation or warranty incurred by them in excess of the Indemnification Threshold. Notwithstanding anything to the contrary in this Agreement, in no event shall the Indemnification Threshold apply to any amounts recovered by Buyer pursuant to the Tangible Net Worth Adjustment. (b) Subject to Section 7.4(b) below, the period during which claims for indemnification under this Article VII may be initiated shall commence at the Effective Time and terminate at 5:00 p.m., Eastern time, on June 30, 2009 (the “Claim Period”); provided, however, that any claim initiated by written notice from Buyer to the Stockholders’ Representative or from the Stockholders’ Representative to Buyer, as the case may be, setting forth the nature of the claim in reasonable detail, including the estimated amount of the claim, prior to expiration of the Claim Period shall not terminate until the claim is finally resolved. All representations and warranties of the parties contained in this Agreement: (a) Seller Agreement shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 survive the consummation of the Merger and continue until the expiration of the Claim Period, after which time such representations and warranties shall terminate, except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply claims with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state initiated prior to the expiration of fact be “material,” correct or true the Claim Period in “all material respects,” have a “Material Adverse Effect,” or be or accordance with the foregoing do not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for terminate until such condition, event or state of facts to cause such representation or warranty to be inaccurateclaims are finally resolved.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The sole and exclusive source of satisfaction and payment of Damages for Claims made by any Wisconsin Indemnified Parties pursuant to Section 9.1 shall be a claim against the Escrow Shares pursuant to the Escrow Agreement, and the Former APP Stockholders (including the Escrow Participants) and the Stockholders’ Representative, individually or as a group, shall not have any obligation to provide indemnification obligation, responsibility or personal liability for Losses pursuant to the satisfaction and payment of any obligations hereunder, including without limitation any Covered Damages. (b) No obligations shall be payable by out of the Escrow Shares under Section 11.1 except to 9.1(a) unless and until the extent aggregate amount of all Covered Damages in respect of Claims under Section 9.1(a) exceed $250,000 (the “Basket”). At such time that the aggregate amount of all such Losses Covered Damages exceeds $175,000.00 (the “Basket Amount”) in Basket, the Wisconsin Indemnified Parties shall only be entitled to recover out of the Escrow Shares such amount of such Covered Damages which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal exceed the Basket, subject to the Purchase PriceCap. Notwithstanding the foregoing, the Basket Amount and such liability cap will shall not apply with respect to any breach Claims brought for breaches of Seller’s the representations and warranties set forth contained in Sections 4.14.1 (Organization, 4.2Standing and Corporate Power), 4.34.2 (Corporate Authority; Non-contravention), 4.84.3 (Capital Structure) or 4.13 (Taxes) or for claims arising from or based on fraud, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amountintentional misrepresentation, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7felonious criminal activity or willful misconduct. (c) Seller shall Any qualifications in the representations, warranties and covenants of APP with respect to a Material Adverse Effect, materiality, material or similar terms will not have any obligation effect with respect to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis determination of the Losses and existence of a breach, the estimated calculation of the amount of such Losses is delivered to Seller prior to 5:00 p.m.any Covered Damages or the application of the Basket. (d) No obligations shall be payable out of the Escrow Shares under Section 9.1 for Covered Damages in respect of Claims under Section 9.1 that exceed, Houstonin the aggregate, Texas time$25,000,000; provided, on however, from and after the third sixth-month anniversary of the Closing Date. Buyer , to the extent that Escrow Shares are released pursuant to the Escrow Agreement, such amount shall not have any obligation be reduced to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis 25% of the Losses and the estimated amount of foregoing (such Losses is delivered to Buyer prior to 5:00 p.m.amount, Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIas applicable, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateCap”).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to arising under Section 11.1 except to the extent that 9.1(a), unless and until the aggregate amount of such Losses exceed $40,000, and then Parent Indemnified Parties shall be entitled to indemnification for all such Losses exceeds $175,000.00 (Losses, not just the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses amount in excess of $175,000.00. 40,000. (b) The maximum obligation Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under Section 9.1(b)(i), unless and until the aggregate of Seller such Losses exceed $40,000, and then Stockholder Indemnified Parties shall be entitled to provide indemnification for all such Losses, not just the amount in excess of $40,000. (c) Except for Losses based on fraud or willful misconduct (with respect to which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and subject to the provisions of the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the aggregate dollar amount of such Losses, by (ii) the Parent Average Price, rounded to the nearest share. Escrow Shares shall be forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 11.1 the provisions hereof shall be limited treated as an adjustment to the Merger Consideration. (d) Except for Losses based on fraud or willful misconduct, Parent's indemnification obligations hereunder shall be limited, in the aggregate, to an amount equal to (i) the Purchase Parent Shares multiplied by (ii) the Parent Average Price. . (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the foregoing, form of the Basket Amount forfeiture of Escrow Shares pursuant to this Section shall be the sole and such liability cap will not apply with respect to exclusive remedy of the Parent Indemnified Parties for any breach of Seller’s the representations and or warranties set forth of the Company contained in Sections 4.1, 4.2, 4.3, 4.8, and 4.14.this Agreement (bf) Buyer shall not have Notwithstanding any obligation to provide indemnification other provision of this Agreement, except for Losses indemnified based on fraud or willful misconduct, indemnification pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer this Article shall be liable to Seller only for such Losses in excess the sole and exclusive remedy of the Basket Amount. The maximum obligation of Buyer to provide indemnification Stockholder Indemnified Parties for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and or warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used of Parent contained in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall Notwithstanding any contrary provisions of this Article VII and except as set forth in the following sentence, (i) Tangoe will not have be entitled indemnity for any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that hereunder unless and until the aggregate amount of all such Losses incurred by the Tangoe Indemnified Parties exceeds $250,000, and to the extent the amount of Losses exceeds $175,000.00 (250,000, the “Basket Amount”) in which case Seller Tangoe Indemnified Parties shall be liable entitled to Buyer recover only for such Losses in excess of $175,000.00250,000, and (ii) the Tangoe Indemnified Parties’ sole and exclusive remedy for any claims arising under Article VII shall be recovery against the Escrow Shares. The maximum obligation In the event that any Tangoe Indemnified Party believes that it is entitled to the payment of Seller to provide indemnification for all Losses amounts pursuant to this Article VII, Tangoe shall provide the Stockholder Representative and the Escrow Agent with written notice of any such claim and if, within thirty (30) days of the Stockholder Representative’s receipt of such written notice the Stockholder Representative has not notified Tangoe and the Escrow Agent in writing that the Stockholder Representative disputes such claim (a “Dispute Notice”), or if the Stockholder Representative does provide a Dispute Notice within such 30 day period and upon resolution of such dispute in accordance with Section 11.1 7.8 it is determined that Tangoe Indemnified Party is entitled to payment of amounts pursuant to this Article VII, then in either event Tangoe Indemnified Party shall be limited recover such obligation by the disbursement to an amount Tangoe from escrow of Escrow Shares having a Deemed Value (as defined below) equal to the Purchase Priceamount of the obligation to be satisfied. Notwithstanding Recovery of Losses shall be made 8.62% from the foregoingTangoe Common Stock, 81.98% from the Tangoe Series 1 Preferred Stock and 9.40% from the Tangoe Series 2 Preferred Stock, as measured by the Deemed Value of the shares recovered. For purposes of this Section 7.4, the Basket Amount “Escrow Shares” shall automatically be deemed to include the initial Escrow Shares, together with any shares of Common Stock issued on conversion of shares of Tangoe Series 1 or Series 2 Preferred Stock included in the initial Escrow Shares (the “Conversion Shares”), any shares of capital stock or other securities issued in exchange for the Escrow Shares or the Conversion Shares, and such liability cap will not apply any securities issued or issuable in respect of any of the foregoing upon any stock split, stock dividend, recapitalization or similar event, or as a distribution on account thereof. “Deemed Value” shall mean $0.74 per share of Tangoe Series 1 Preferred Stock, Tangoe Series 2 Preferred Stock and Tangoe Common Stock (subject to adjustment to reflect stock splits, combinations and other similar events affecting the applicable class or series of stock), provided that with respect to any breach of Seller’s representations and warranties set forth shares or securities from time to time included in Sections 4.1“Escrow Shares” that are not Tangoe Series 1 Preferred Stock, 4.2Tangoe Series 2 Preferred Stock or Tangoe Common Stock, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” Deemed Value shall mean any requirement the fair value thereof as determined in a representation or warranty that a condition, event or state good faith by Tangoe’s board of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratedirectors.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Sellers shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 11.1 except unless the amount of the claim giving rise to the extent that the aggregate amount of all right to be indemnified with respect to such Losses specific occurrence, event or circumstance exceeds $175,000.00 50,000 (the “"Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00"). The maximum aggregate amount for which Sellers may be liable under this Article XI shall be limited to $8,800,000. The limitations set forth in this Section 11.4(a) shall not apply to the Sellers' obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal relating to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Casas Litigation. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer xxxxgation to provide indemnification for Losses pursuant to Section 11.2 shall be limited arising out of or related to breaches of representations and warranties unless the aggregate amount equal of all such Losses pursuant to the Purchase Price. Notwithstanding the foregoing, such Section exceeds the Basket Amount in which case Buyer shall be only liable to Sellers for the amount of such Losses that exceed the Basket Amount. (c) Except for the representations and such warranties of (i) Sellers contained in Sections 5.2, 5.4, 5.6 and 5.7, and (ii) Buyer contained in Sections 6.2 and 6.9, which representations and warranties shall survive the Closing indefinitely, the respective representations of the Company, Sellers and Buyer contained in this Agreement shall survive the Closing for a period of six (6) months from the Closing Date and thereafter none of the Company, any Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, any Seller or Buyer shall have any liability cap will not apply whatsoever (whether pursuant to this Agreement or otherwise) with respect to such representation or warranty. The six (6) month limitation set forth in the preceding sentence shall not apply to the Sellers' obligation to provide indemnification for Losses relating to the Casas Litigation, which shall survive until the Casas Litigatiox has been completed without any additioxxx xights of appeal by the parties thereto. (d) Any payments made to Sellers, the Company or the Buyer pursuant to this Article XI shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by the Buyer and Sellers on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XI for Losses resulting from any event relating to a breach of Buyer’s a representation or warranty if the Indemnifying Party can establish that the Indemnified Party had actual knowledge on or before the Closing Date of such event. (f) Subject to the provisions of this Article XI and except as set forth in Section 3.8, an Indemnified Party's sole and exclusive remedy for Losses arising out of or resulting from breaches of representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller herein or pursuant hereto or for the Casas Litigation shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to be indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (i) No claim may be asserted nor may any Action be commenced against either Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 6.1(a) , irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. For the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Seller shall not be deemed qualified by any references to materiality or to Material Adverse Effect. (ii) Notwithstanding anything to the contrary contained in this Agreement: (aAgreement:(A) Seller an Indemnitor shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that Sections 6.1(b) or 6.1(c), unless and until the aggregate amount of all such Losses which may be recovered from the Indemnitor equals or exceeds $175,000.00 (the “Basket Amount”) in 575,000 after which case Seller an Indemnitor shall be liable to Buyer obligated only for such Losses in excess of $175,000.00. The such deductible amount; and (B) the maximum obligation aggregate amount of Seller to provide indemnification for all Losses pursuant to Section 11.1 which may be recovered from an Indemnitor arising out of or resulting from the causes set forth in Sections 6.1(b) or 6.1(c) shall be limited to an amount equal to the Purchase PriceEleven Million, Five Hundred Thousand Dollars ($11,500,000). Notwithstanding the foregoing, the Basket Amount and such liability cap will The foregoing limitations do not apply to indemnities and reimbursements required under Article V. (iii) Net Insurance Proceeds and Tax Benefits. The amount of any Loss under this Article VI shall be: (A) reduced by the net amount of any insurance proceeds received by any Seller Indemnified Party or the Purchaser Indemnified Party in connection with respect to such Loss. Each Indemnified Party agrees that it shall pursue in good faith claims under any breach applicable insurance policies who may be responsible for such Losses; and (B) reduced by the net amount of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14any Tax benefits actually realized by an Indemnified Party. (biv) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket AmountNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoingNO PARTY SHALL BE LIABLE FOR SPECIAL, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1PUNITIVE, 5.2EXEMPLARY, 5.3INCIDENTAL, 5.5 and 5.7CONSEQUENTIAL OR INDIRECT DAMAGES, LOST PROFITS OR LOST BENEFITS, LOSS OF ENTERPRISE VALUE, DIMINUTION IN VALUE OF ANY BUSINESS, DAMAGE TO REPUTATION OR LOSS TO GOODWILL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:, with respect to obligations of the parties under this Article 9 (but not post-Closing claims related solely and exclusively to Section 4.5 of this Agreement or to Clause 9 of each MOA and made pursuant thereto, and excluding the obligations of Seller to perform the covenants in Section 9.4(c) with respect to Pre-Closing Insurance Coverage): (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the The maximum aggregate amount of all such Losses exceeds $175,000.00 (indemnifiable Damages which may be recovered from the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding value, if any, of the foregoing, Subject Shares required to be retained by the Basket Amount and such liability cap will Seller on or prior to the Survival Date as of any date of determination pursuant to Section 2.5 (the "Cap") (it being understood that the Seller shall not apply with respect to any breach be liable for Damages in the aggregate in excess of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14the Cap). (b) Buyer The Seller's liability for any Damages shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except be satisfied solely and exclusively from the Subject Shares then held by the Seller on or prior to the extent that Survival Date (based on the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess Stock Volume-Weighted Average Price of the Basket Amount. The maximum obligation Subject Shares as of Buyer to provide indemnification for Losses pursuant to the date hereof), and in no event shall any such Damages, other than from the Subject Shares, be payable by the Seller through application of Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.711.15. (c) For all purposes of this Article 9, Damages shall be net of (i) any insurance proceeds actually paid to the Indemnified Person or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and, to the extent a claim for indemnification is covered by Pre-Closing Insurance Coverage, the parties shall cooperate to seek to recover under such insurance policy, and, if the Indemnified Person or any of its Affiliates receives such proceeds after receipt of payment from the Seller shall not have any obligation to provide (in the case of indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of claim specifying in reasonable detail indemnification claims sought by Seller Indemnified Persons), then the specific nature and basis of the Losses and the estimated amount of such Losses is delivered proceeds, net of any related deductibles and reasonable expenses incurred in obtaining them, shall be paid to the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons) and (ii) any prior or subsequent contribution or other payments or recoveries of a like nature by the Indemnified Person from any third Person (other than the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons)) with respect to such Damages. Each Indemnified Person shall be obligated to use its commercially reasonable efforts to mitigate all Damages after it becomes aware of any event that could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith or that constitute Assumed Liabilities. Seller covenants and agrees that it shall not, after the date hereof or after the Closing of any purchase of the Chartered Securities hereunder, take any action that would have the result of terminating the ability to make or invalidating any claim based on circumstances prior to 5:00 p.m.the Closing Date under any insurance policy that covers any Assumed Liability or Chartered Vessel ("Pre-Closing Insurance Coverage"). Notwithstanding any other provision of this Agreement, HoustonSeller covenants and agrees that it will, Texas timepromptly after being notified of any Assumed Liability or damage to a Chartered Vessel that is covered by Pre-Closing Insurance Coverage, on make a claim to the third anniversary relevant insurance carrier for recovery with respect thereto and use its reasonable efforts to pursue such insurance claim to hold the applicable Chartered Company harmless to the extent of the available coverage under the Pre-Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateInsurance Coverage. (di) For purposes The Seller (in the case of determining Losses indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in order the case of indemnification claims sought by Seller Indemnified Persons) shall not be liable for any Damages in respect of any liability or Damage that is contingent unless and until such contingent liability or Damage becomes an actual liability or Damage and is due and payable and (ii) the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons) shall not be liable to calculate the Basket Amount and determine rights to indemnification pay any amount in discharge of a claim under this Article XI, 9 unless and until the representations Damage in respect of which the claim is made has become due and warranties set forth in Articles IV and V payable. (e) An Indemnified Person shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected entitled under this Agreement to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order multiple recoveries for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe same Damage.

Limits on Indemnification. (a) Except with respect to a Tax Claim, no claim may be asserted against either Party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 11.1 (Survival), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) (Indemnification by Seller) shall be U.S.$180,000,000 (the “Cap”); provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Purchaser Indemnified Party that arise from (A) a breach or inaccuracy of a Core Representation or (B) fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Seller Special Losses”). The maximum aggregate liability of Seller for any indemnification claims (arising from Seller Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price; provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (ii) Seller shall not have be liable to any obligation to provide Purchaser Indemnified Party for any claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 11.2(a) (Indemnification by Seller) unless and until the aggregate amount of all such indemnifiable Losses that may be recovered from Seller equals or exceeds $175,000.00 U.S.$18,000,000 (the “Basket Deductible Amount”) ), in which case Seller shall be liable to Buyer only for such the Losses in excess of $175,000.00the Deductible Amount; provided, however, that in any event no Losses may be claimed by any Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of (A) U.S.$250,000 in respect of any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the breach of Section 4.12 (Litigation) and (B) U.S.$100,000 (the “Minimum Loss Amount”) in all other cases, in each case, resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes); (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser by all Seller Indemnified Parties pursuant to Section 11.3(a) (Indemnification by Purchaser) shall be the Cap; provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Seller Indemnified Party that arise from (A) a breach or inaccuracy of Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), Section 5.7 (Brokers or Finders) or (B) fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Purchaser Special Losses”). The maximum obligation aggregate liability of Purchaser for any indemnification claims (arising from Purchaser Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price, provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (iv) Purchaser shall not be liable to any Seller to provide Indemnified Party for any claim for indemnification for all Losses pursuant to Section 11.1 11.3(a) (Indemnification by Purchaser) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser equals or exceeds the Deductible Amount, in which case Purchaser shall be limited liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses for a claim under Section 11.3(a) (Indemnification by Purchaser) may be claimed by any Seller Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the aggregate Losses for purposes of this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to an amount equal any indemnification claims for Purchaser Special Losses; (v) no Party shall have any Liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue whether or not expected, profits or income, or loss of business reputation or opportunity relating to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach or alleged breach of Seller’s representations and warranties set forth in Sections 4.1this Agreement, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, damages are specifically included in which case Buyer Third Party Claims and result in Losses; and (vi) any claim for indemnification under this Section 11.6 by any Party shall be liable to Seller only for such Losses bona fide and made in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7good faith. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For all purposes of determining Losses in order to calculate this Section 11.6 (and for the Basket Amount and determine rights to indemnification under this Article XIavoidance of doubt, the representations and warranties set forth in Articles IV and V for all purposes of Section 11.4 (Indemnification for Taxes)), “Losses” shall be read without giving effect to net of any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (i) insurance or other words recoveries actually received by the Indemnified Party or phrases its Affiliates in connection with the facts giving rise to the right of similar effect indemnification and (ii) any Tax Benefit realized by the Indemnified Party or impact) its Affiliates in order for such condition, event or state connection with the facts giving rise to the right of facts to cause such representation or warranty to be inaccurateindemnification.

Limits on Indemnification. Notwithstanding anything All Adverse Consequences for which ------------------------- indemnification is sought by any Party hereunder shall be net of any insurance proceeds received by such Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Together Parties other than the Company and N.W.S.T. under Sections 4.8, 4.19, ------------ ---- and 4.21 hereof (for which indemnification claims must be made prior to the contrary contained in ---- expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to which the right to make ------------ --- claims for indemnification under this Agreement: Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (a) Seller except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Together Parties other than the Company and N.W.S.T. shall not have be obligated to pay any obligation to provide amounts for indemnification under this Article ------- IX until the aggregate Adverse Consequences for Losses pursuant to Section 11.1 except which indemnification sought by -- the Acquirer Indemnified Party/Parties related to the extent that the aggregate amount of all such Losses Acquirer hereunder exceeds $175,000.00 (the “Basket Amount”) in which case Seller 50,000, whereupon SWIFT and Xxxx Xxxxxxxx shall be liable to Buyer only for such Losses all amounts for which indemnification may be sought in excess of $175,000.00. The 50,000 of such Adverse Consequences up to a maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase PriceTransfer Consideration; provided, however, that notwithstanding the foregoing, such $50,000 indemnity obligation threshold shall not apply to any penalties, damages, fines or other costs associated with the Company's and N.W.S.T.'s failure to file their 1996 and 1997 federal and state tax returns on time and Acquirer shall be entitled to a full indemnity for such penalties, damages, fines or other costs. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by such other Together Parties hereunder exceeds $50,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $50,000 of such Adverse Consequences. For purposes of Section 9.1 or Section 9.5, any requirement in any ----------- ----------- representation or warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the Basket Amount and aggregate liability of any individual Together Party to the Acquirer or the Acquirer to any of the Together Parties exceed the Transfer Consideration received by such Together Party; provided, however, that the aggregate liability cap will not apply of Xxxx Xxxxxxxx shall be equivalent to the Transfer Consideration received by SWIFT However, nothing in this Article IX shall limit the Acquirer or such other Together Parties in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach the conduct of Seller’s representations and warranties set forth the other in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to connection with this Agreement or in the extent amount of damages that it can recover from the aggregate other in the event that a Party successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all such Losses exceeds Adverse Consequences for which indemnification is received from the Basket Amount, in which case Buyer Foundation and/or SWIFT shall be liable deemed to Seller only for such Losses in excess be a reduction of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification Transfer Consideration paid by Acquirer under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) made by Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on VSI Stockholders and Sellers in this Agreement shall survive until the third first anniversary of the Closing Date. Upon the expiration of such period, such representations and warranties shall lapse and be of no further force and effect. (b) Notwithstanding any provision to the contrary in this Agreement, neither Buyer nor any VSI Stockholder or Seller shall have any right to indemnification for breach of a representation or warranty by the other party if, as a result of the specific disclosure in this Agreement or in a schedule to this Agreement (including, without limitation, the Buyer and VSI Stockholders Disclosure Schedule and Sellers Disclosure Schedule, in each case as supplemented prior to Closing), of the facts underlying such breach, the party seeking indemnification hereunder (whether Buyer, the VSI Stockholders or Sellers) had actual knowledge as of the Closing Date that such representation or warranty was false. (c) Notwithstanding any other provision of this Agreement, GE Capital and the VSI Stockholders shall not have any obligation liability under Section 9.1, except to provide indemnification hereunder the extent that aggregate Losses finally determined to actually have been suffered or incurred by all VSI Indemnified Parties (in the case of GE Capital) or Service America Indemnified Parties (in the case of the VSI Stockholders) under this Agreement (after reducing such Losses as set forth in Section 9.4), exceed Two Million Dollars ($2,000,000) (the "Basket Amount") and, in any case, only to the extent such Losses (as so reduced as set forth in Section 9.4) exceed the Basket Amount; provided, that the Basket Amount for purposes of any Losses unless (i) subject to Section 7.13(a), arising from any claim made against any Buyer Company as a written notice of claim specifying in reasonable detail the specific nature and basis result of the termination of the employment of Xxxxxx with Service America or the purchase, repurchase or redemption of the capital stock of Service America held by Xxxxxx (subject to the occurrence of the Closing) shall be $200,000 (after reducing such Losses as set forth in Section 9.4); or (ii) pursuant to Sections 5.27 or 6.27 or under clause (iii) of Section 9.1(a) or clause (iii) of 9.1(b) shall be $200,000 (in each case, after reducing such Losses as set forth in Section 9.4) and, in the case of each of the clauses (i) and (ii) of this Section 9.3(c), only to the estimated extent such Losses (as so reduced as set forth in Section 9.4) exceeds $200,000; and (iii) pursuant to Sections 5.14 or 6.14 shall be $500,000 (after reducing such Losses as set forth in Section 9.4) and to the extent such Losses (as so reduced as set forth in Section 9.4) exceeds $500,000, only to the extent such Losses (as so reduced as set forth in Section 9.4) exceeds $500,000. In any event, the total liability of either GE Capital or the VSI Stockholders, respectively, for Losses under Section 9.1(a), calculated after the reductions set forth in Section 9.4, shall not exceed (whether the VSI Stockholders or GE Capital is the Indemnifying Party) an amount of such Losses is delivered the Buyer Common Stock owned by the VSI Stockholders or GE Capital equal to the amount of Buyer prior to 5:00 p.m., Houston, Texas time, on Common Stock held by GE Capital or the third anniversary same amount of Buyer Common Stock held by VSI Stockholders at the completion of the Financing and, if the Financing does not occur, at the Closing DateDate (after giving effect to consummation of the Contemplated Transactions). (d) For purposes Notwithstanding any other provision of determining Losses this Agreement to the contrary, in order the event that an amount is due to calculate the Basket Amount and determine rights be paid with respect to indemnification under this Article XIof a Loss by either GE Capital or the VSI Stockholders, such amount may, at the representations and warranties election of the Indemnifying Party, be paid in Buyer Common Stock determined as set forth in Articles IV and V the following sentence upon resolution of a claim under Section 9.2(a) or after a final judgement or an agreement or settlement under Section 9.2(b). The Indemnifying Party shall be read without transfer to Buyer for cancellation a number of shares of Buyer Common Stock equal to the product of (i) the total number of shares of Buyer Common Stock held by the Indemnifying Party at the Closing Date (after giving effect to the adjustment in Section 2.2(b) and consummation of the Contemplated Transactions) (as adjusted for any Materiality Requirement set forth thereinstock split, stock dividend, combination or reclassification of Buyer Common Stock), times (2) a fraction, the numerator of which is the amount of the Loss and the denominator of which is Adjusted Contract Value (as referred to in Schedule 2.2) of Service America (in the case GE Capital is the Indemnifying Party) or Buyer (in the case VSI Stockholders are the Indemnifying Party). As used In the event a claim under this Section 9 remains outstanding at the conclusion of the one-year period described in this Section 9.3(a), then the number of shares of Buyer Common Stock sufficient to satisfy such claim (as determined by the parties or the arbitrators) shall be placed into escrow pending resolution of the claim or, alternatively, the Indemnifying Party may agree in writing to extend the term during which no transfer of such shares will be allowed pursuant to the Stockholders' Agreement. To the extent that VSI Stockholders are the Indemnifying Party hereunder, a “Materiality Requirement” shall mean all VSI Stockholders agree that the Service America Indemnified Parties may resolve any requirement in a representation or warranty that a condition, event or state claim hereunder solely with Blackstone regardless of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratewhich VSI Stockholders the claim is brought against.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to Section 11.1 except to the extent that arising under SECTION 9.1(A)(I), unless and until the aggregate amount of such Losses exceed $20,000, and then Parent Indemnified Parties shall be entitled to indemnification for all such Losses exceeds $175,000.00 (Losses, not just the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses amount in excess of $175,000.00. 20,000. (b) The maximum obligation Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under SECTION 9.1(B)(I), unless and until the aggregate of Seller such Losses exceed $20,000, and then Stockholder Indemnified Parties shall be entitled to provide indemnification for all such Losses, not just the amount in excess of $20,000. (c) Except for Losses based on fraud or willful misconduct or Losses arising under SECTIONS 9.1(a)(ii) OR 9.1(a)(iii) (with respect to which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and subject to the provisions of the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the aggregate dollar amount of such Losses, by (ii) the Parent Average Price, rounded to the nearest share. Escrow Shares shall be forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 11.1 the provisions hereof shall be limited treated as an adjustment to the Merger Consideration. (d) Except for Losses based on fraud or willful misconduct or Losses arising under SECTION 9.1(b)(ii), Parent's indemnification obligations hereunder shall be limited, in the aggregate, to an amount equal to (i) the Purchase Parent Shares multiplied by (ii) the Parent Average Price. . (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the foregoing, form of the Basket Amount forfeiture of Escrow Shares pursuant to this Section shall be the sole and such liability cap will not apply with respect to exclusive remedy of the Parent Indemnified Parties for any breach of Seller’s the representations and or warranties set forth of the Company or Stockholders contained in Sections 4.1, 4.2, 4.3, 4.8, and 4.14this Agreement. (bf) Buyer shall not have Notwithstanding any obligation to provide indemnification other provision of this Agreement, except for Losses indemnified based on fraud or willful misconduct, indemnification pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer this Article shall be liable to Seller only for such Losses in excess the sole and exclusive remedy of the Basket Amount. The maximum obligation of Buyer to provide indemnification Stockholder Indemnified Parties for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and or warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used of Parent contained in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $150,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Seller Fundamental Representation nor claims asserted under Section 5.2(a)(ii)-(a)(viii) for Buyer Indemnifiable Losses shall be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: (aherein, the aggregate liability of the Seller Parties for Buyer Indemnifiable Losses arising under Section 5.2(a)(i) from a breach of a representation or warranty that is not a Seller Fundamental Representation shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to exceed the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Indemnification Escrow Amount”) in which case Seller . Otherwise, there shall be liable to no cap on the Seller Parties’ indemnification obligation for Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Indemnifiable Losses. (bc) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses indemnified pursuant to arising under Section 11.2 except to the extent that the 5.2(b)(i) until Seller Indemnitees shall first have suffered aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Indemnifiable Losses in excess of the Basket Amount. The maximum obligation of (at which point, subject to the limitations set forth in this Article V, Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited obligated to indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the amount equal to the Purchase PriceBasket). Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any neither claims asserted under Section 5.2(b)(i) for Seller Indemnifiable Losses arising from a breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (ca Buyer Fundamental Representation nor claims asserted under Section 5.2(b)(ii)-(b)(iv) for Seller Indemnifiable Losses shall not have any obligation be subject to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateBasket. (d) For purposes of determining Losses in order Notwithstanding anything to calculate the Basket Amount and determine rights to indemnification under this Article XIcontrary contained herein, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a “Materiality Requirement” shall mean any requirement in breach of a representation or warranty that is not a conditionBuyer Fundamental Representation shall not exceed the Indemnification Escrow Amount. Otherwise, event there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (e) An Indemnified Party shall, at the Indemnifying Party’s reasonable request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or state restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of fact be “material,” correct the representations or true in “all material respects,” have warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Purchase Price for federal Tax purposes, unless a “Material Adverse Effect,” or be or final determination causes such payment not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratetreated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Indemnification Escrow Amount and then, following the release or exhaustion of the Indemnification Escrow Amount, directly against the Seller Parties. (i) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Seller and X'Xxxxxx shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except be liable to the extent that Buyer for any Loss arising hereunder until the aggregate amount of all such Losses exceeds Fifty Thousand Dollars ($175,000.00 50,000) in the aggregate (the “Basket "Threshold Amount”) in "), at which case Seller shall be liable to Buyer time only for such those Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 the Threshold Amount shall be limited to an amount equal subject to the Purchase Price. Notwithstanding the foregoing, the Basket Amount Seller's and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14X'Xxxxxx'x indemnification obligations. (b) Buyer shall not have Notwithstanding any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except provision of the Agreement to the extent that contrary, the aggregate maximum liability of the Seller and X'Xxxxxx to the Buyer in connection with this Agreement shall equal the lesser of: (i) the amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable Purchase Price paid to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7or (ii) Eight Million Five Hundred Thousand Dollars ($8,500,000.00). (c) Notwithstanding any other provision of this Agreement, and in addition to any other rights and remedies available to the Buyer and Toymax, the Seller and X'Xxxxxx acknowledge and agree that the Buyer and Toymax shall not have the right of set-off and reduction against any obligation other amounts owed to provide indemnification hereunder for the Seller by the Buyer or any of its Affiliates, in respect of all Losses pursuant with respect to Sections 11.1 unless a written notice of claim specifying in reasonable detail which the specific nature Buyer and basis of the Losses and the estimated amount of such Losses Toymax is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights entitled to indemnification under this Article XIVII. To the extent that, at the time the payment of a Contingent Payment or an Additional Payment is due and there are outstanding Claims pending against the Seller and X'Xxxxxx for indemnification, the representations and warranties set forth in Articles IV and V aggregate amount of such Claims shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected paid with respect to such Contingent Payment or Additional Payment, until any and all such Claims are settled or paid to the Buyer and Toymax. The Buyer and Toymax agree to notify the Seller of any such set-off by the Buyer; provided that the failure to give such notice shall not affect the validity thereof. If it is determined that any portion of a Contingent Payment or an Additional Payment withheld pursuant to this Section 7.5 should have a Material Adverse Effect” (or other words or phrases been paid to the Seller, the Buyer shall pay to the Seller an amount by wire transfer of similar immediately available funds equal to such amount wrongfully withheld plus interest which shall accrue at an annual compounded rate equal to the general prime rate in effect or impact) on the applicable date as reflected in order for the Wall Street Journal calculated from the date such condition, event or state of facts to cause payment should have been made until the date such representation or warranty to be inaccuratepayment is actually made.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller Following the Effective Time, the Shareholders shall not have any no obligation to provide indemnification indemnify any of the QuadraMed Indemnitees for Losses pursuant to Section 11.1 except to the extent that unless and until the aggregate amount of all such Losses for which any one or more of the QuadraMed Indemnitees would be entitled to indemnification equals or exceeds $175,000.00 300,000 (the “Basket Amount”) ), in which case Seller the indemnification obligations of the Shareholders shall be liable extend to Buyer only the entire amount of such Losses, including Losses covered by the Basket Amount; provided, however, that the Shareholders shall have no obligation to indemnify any of the QuadraMed Indemnitees for such any individual matter resulting in Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all 10,000 or less (a “De Minimis Loss”), and no De Minimis Loss will be aggregated with other Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, or included in the Basket Amount regardless of whether or not the aggregate Losses exceed the Basket Amount; (ii) the maximum liability, in the aggregate, of a Shareholder for Losses based upon, arising out of, or otherwise in respect of breaches of representations or warranties contained in Section 3.3(a), 3.3(b), 3.4, 3.6, 3.7, 3.8, 3.20, 3.25, 4.1 and 4.2 (“Specified Warranty Losses”) shall be the sum of (A) such Shareholder’s Applicable Percentage of the Cash Consideration and (B) the Stated Value of such Shareholder’s Applicable Percentage of the Stock Consideration, as such Stated Value may be determined with respect to such Shareholder’s portion of the Stock Consideration at each time at which an indemnification payment in respect of such a Loss is made; provided, however, that the maximum liability cap will of each Shareholder, in the aggregate, in respect of all Losses (including both Specified Warranty Losses and Losses other than Specified Warranty Losses) shall not apply exceed such Shareholder’s Applicable Percentage of $13.5 million; (iii) the maximum liability, in the aggregate, of a Shareholder for Losses based upon, arising out of, or otherwise in respect of Losses other than Specified Warranty Losses shall be the Stated Value of such Shareholder’s Applicable Percentage of the Stock Consideration, as such Stated Value may be determined with respect to such Shareholder’s portion of the Stock Consideration at each time at which an indemnification payment in respect of such a Loss is made; provided, however, that the maximum liability of each Shareholder, in the aggregate, in respect of Losses other than Specified Warranty Losses shall not exceed such Shareholder’s Applicable Percentage of $7.7 million; and (iv) with respect to any breach indemnification amount ultimately payable by the Shareholders as a group, for each Claim each Shareholder shall be liable only for such Shareholder’s Applicable Percentage of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14such indemnification amount. (b) Buyer No Shareholder shall not have any liability for another Shareholder’s indemnification obligation under this Agreement or another Shareholder’s breach of a representation or warranty under Article IV made by such other Shareholder or another Shareholder’s breach of covenants or obligations in this Agreement or the other Transaction Agreements. (c) With respect to any indemnification amount ultimately payable by a Shareholder for Losses other than Specified Warranty Losses, each Shareholder shall pay such amount in the following order until the amount has been satisfied: first, by tendering Escrow Shares; and second, by tendering shares of QuadraMed Common Stock received as Stock Consideration; provided that, if tendering QuadraMed Common Stock would result in the percentage of Stock Consideration being less than forty-five percent (45%) of the Merger Consideration, then indemnification amounts shall be paid in a combination of cash and QuadraMed Common Stock that would result in the percentage of Stock Consideration being not less than forty-five percent (45%) of the Merger Consideration. With respect to any indemnification amount ultimately payable by a Shareholder for Specified Warranty Losses, each Shareholder shall pay such amount in the following order until the amount has been satisfied: first, by tendering Escrow Shares; second, by tendering Escrow Cash; and third, by tendering shares of QuadraMed Common Stock received as Stock Consideration; provided that, if tendering QuadraMed Common Stock would result in the percentage of Stock Consideration being less than forty five percent (45%) of the Merger Consideration, then indemnification amounts shall be paid in a combination of cash and QuadraMed Common Stock that would result in the percentage of Stock Consideration being not less than forty-five percent (45%) of the Merger Consideration. (d) With respect to any indemnification amount payable by tendering Escrow Shares and/or shares of QuadraMed Common Stock, the number of shares to be so tendered shall be determined by dividing (i) such indemnification amount by (ii) the Stated Value. In the event that the Shareholder had previously sold or otherwise disposed of the shares, the Shareholder shall, in lieu of tendering those shares, tender an amount of cash equal to the number of shares otherwise due under the preceding sentence multiplied by the applicable Stated Value. In the event that the Shareholder had sold shares in multiple lots at varying prices, the amount of cash to be tendered with respect to such shares shall be determined on a weighted average basis. For illustrative purposes only, an example with respect to the foregoing is set forth on Schedule 11.6(d). (e) Following the Effective Time, QuadraMed shall have no obligation to provide indemnification indemnify any of the Shareholders for Losses indemnified pursuant to Section 11.2 except to the extent that unless and until the aggregate amount of all such Losses for which any one or more of the Shareholders would otherwise be entitled to indemnification equals or exceeds the Basket Amount, in which case Buyer QuadraMed’s indemnification obligation shall be liable extend to Seller only for the entire amount of such Losses, including Losses in excess of covered by the Basket Amount. The maximum ; provided, however, that QuadraMed shall have no obligation to indemnify any of Buyer to provide indemnification the Shareholders for any De Minimis Loss, and no De Minimis Loss will be aggregated with other Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, or included in the Basket Amount and such regardless of whether or not the aggregate Losses exceed the Basket Amount. (f) QuadraMed’s maximum liability cap will not apply with respect to any for all Losses shall be $13.5 million. (g) If a court of competent jurisdiction enters a final adjudication that a breach of Buyer’s representations and warranties a representation or warranty contained in this Agreement resulted from the fraud, intentional misrepresentation, or criminal conduct of any party to this Agreement, the limitations on indemnification as set forth in Sections 5.111.6(a)(i), 5.2, 5.3, 5.5 (ii) and 5.7(iii) and 11.6(e) and (f) shall not apply to that party’s indemnification obligations hereunder. (ch) Seller The amount of any Loss payable by a party shall not be reduced by (i) any amount received by the Indemnified Party with respect to such Losses under any insurance coverage or from any other party alleged to be responsible therefor and (ii) the amount of any Tax benefit available to the Indemnified Party with respect to the Losses. Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or from another party alleged to have responsibility. If an Indemnified Party receives an amount under insurance coverage or from the other party with respect to Losses at any obligation time subsequent to provide any indemnification hereunder for any Losses provided by an Indemnifying Party pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” the Indemnified Party shall mean promptly reimburse the Indemnifying Party for any requirement payment made or expense incurred by the Indemnified Party in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected connection with providing such indemnification up to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe amount received by the Indemnifying Party.

Limits on Indemnification. Notwithstanding anything All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by, or made available to, such Party with respect to such claim (less the contrary contained in present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 3.5 and 4.2 hereof (pursuant to which the right to ------------ --- make claims for indemnification under this Agreement: Article IX shall survive the Closing ---------- Date indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date ---------- (a) Seller except for claims made prior to such date which shall continue after such date until finally resolved). The Transferor shall not have be obligated to pay any obligation to provide amounts for indemnification for Losses pursuant to Section 11.1 except to the extent that under this Article IX until the aggregate amount of all such Losses ---------- indemnification obligation sought by the Acquirer hereunder exceeds $175,000.00 (150,000, whereupon the “Basket Amount”) in which case Seller Transferors shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant amounts for which indemnification may be sought back to Section 11.1 shall be limited the first dollar up to an amount a maximum indemnification by Transferors equal to the Purchase PriceEscrow Sum. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until ---------- the aggregate indemnification obligation sought by the Transferors hereunder exceeds $150,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or ----------- --- warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the Basket Amount and aggregate liability of the Acquirer to the Transferors exceed the Transfer Consideration received by such liability cap will not apply Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach the conduct of Seller’s representations and warranties set forth the Transferors or the Acquirer in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to connection with this Agreement or in the extent amount of damages that it can recover from the other in the event that the aggregate Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all such Losses exceeds Adverse Consequences paid by the Basket Amount, in which case Buyer Transferors shall be liable deemed to Seller only for such Losses in excess be a reduction of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification Transfer Consideration paid by Acquirer under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Following the expiration of the Survival Period, no claim may be brought by any of the Buyer Indemnified Parties under Section 9.2(a) or the Securityholder Indemnifies Parties under 9.3(a), except with respect to breaches of or inaccuracies in the Fundamental Representations. Nothing contained in the foregoing sentence shall waive, abrogate, reduce, delay or impede any claim made by any Indemnified Party prior to the expiration of the Survival Period which is outstanding at that time against the Securityholders. (b) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of any Securityholder, the Company or the Subsidiaries, the Securityholders shall not have any obligation to provide indemnification for Losses indemnify the Buyer Indemnified Parties pursuant to Section 11.1 except 9.2(a) until all Damages suffered by the Buyer Indemnified Parties in respect of Securityholders’ indemnification obligations pursuant to the extent that the Section 9.2(a) exceeds an aggregate amount of all such Losses exceeds equal to Five Hundred Thousand U.S. Dollars ($175,000.00 500,000) (the “Basket Threshold Amount”) in ), following which case Seller the Buyer Indemnified Parties shall be liable entitled to Buyer only be indemnified for such Losses all Damages in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 the Threshold Amount; provided, however the Threshold Amount shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach breaches of Seller’s representations and warranties set forth or inaccuracies in Sections 4.1, 4.2, 4.3, 4.8, and 4.14the Fundamental Representations. (bc) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of the Buyer, the Buyer shall not have any obligation to provide indemnification for Losses indemnified indemnify the Securityholder Indemnified Parties pursuant to Section 11.2 except 9.3(a) until all Damages suffered by the Securityholder Indemnified Parties in respect of Buyer’s indemnification obligations pursuant to the extent that the aggregate amount of all such Losses Section 9.2(a) exceeds the Basket Threshold Amount, in following which case Buyer the Securityholder Indemnified Parties shall be liable entitled to Seller only be indemnified for such Losses all Damages in excess of the Basket Threshold Amount. The maximum obligation . (d) No Securityholder shall have any right of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to contribution against the amount equal to Company or any of the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Subsidiaries with respect to any breach by the Company or any of Buyer’s representations the Subsidiaries of any of its representations, warranties, covenants or agreements from and warranties set forth in Sections 5.1after the Closing; the Company and the Subsidiaries have no direct obligations with respect to breaches of representations, 5.2warranties, 5.3, 5.5 and 5.7covenants or agreements hereunder. (ce) Seller Any amounts payable under Section 9.2 or Section 9.3 shall not have be calculated after giving effect to (i) any proceeds actually recovered by the Indemnified Parties under insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity (net of any increase in insurance premiums or expenses incurred by such Indemnified Party in connection with such recovery of proceeds) and (ii) any proceeds actually recovered from third parties (net of any expenses incurred by such Indemnified Party in connection with such recovery of proceeds), including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnified Party, with in the case of (ii) no obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail first pursue the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datesame. (df) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of any Securityholder, the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 9.2(a) shall not exceed Five Million U.S. Dollars ($5,000,000) (the “Cap”), provided, however the Cap shall not apply to breaches of or inaccuracies in the Fundamental Representations, and , provided, further, that the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 9.2(a) with respect to a breach of the representations in Section 4.14 shall not exceed Seven Million Five Hundred Thousand U.S. Dollars ($7,500,000). (g) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of the Buyer, the aggregate sum of the Buyer’s indemnification obligations pursuant to Section 9.3(a) shall not exceed the Cap. (h) To the extent permitted by Applicable Law, all indemnification obligations under this Article IX, shall be deemed adjustments to the purchase price for United States federal, state and local income Tax purposes. (i) The Indemnified Parties shall take, and shall cause their respective Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Damages to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Damages. (j) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties whether there has been a breach of any representation or warranty set forth in Articles IV Section 4.5, 4.14, 4.15 or 4.16, each representation and V warranty contained therein shall be read without regard and without giving effect to any Materiality Requirement set forth therein. As used “in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) qualification contained in order for such condition, event or state of facts to cause such representation or warranty (as if such qualification were deleted from such representation and warranty). (k) Any amounts due to Buyer under this Article IX shall be paid first from the Reserve and then, to the extent sufficient amounts are not contained in the Reserve, by the Securityholders. To the extent any Damages are owed to Buyer from the Securityholders, if such Damages relate to a breach of representation of a Securityholder in Article III, then the individual Securityholder who has caused such representation to be inaccuratebreached shall be solely liable for such Damages and (ii) in all other cases, each of the Securityholders shall be liable to Buyer for such Securityholder’s Transaction Percentage of such Damages. (l) From and after the Closing the rights of the parties to indemnification pursuant to the provisions of this Article IX shall be the sole and exclusive remedy with respect to any matter in any way arising from or relating to this Agreement or its subject matter.

Limits on Indemnification. (a) Buyer's remedies with respect to Losses specified in Sections 6.2 shall be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Funds; PROVIDED, HOWEVER, that if the aggregate amount of such Losses shall be in excess of the amount of the Escrow Funds or if such Losses shall arise after termination or expiration of the Escrow Agreement, then the Seller and the Shareholders shall be obligated to indemnify Buyer in respect of all Losses not satisfied by delivery to Buyer of Escrow Funds to the extent provided in this Article VI. (b) In the event that any Order of any Governmental Body shall have been issued in favor of Buyer (or its assignees) against Seller and any Shareholder with respect to the indemnification of Buyer's Losses hereunder, Buyer shall enforce such Order first against Seller and then, to the extent Buyer has not received payment for such Losses from Seller, any Shareholder; PROVIDED, HOWEVER, that if Buyer shall not (after diligent efforts) be able to enforce fully such Order against Seller within twelve months after the date of such Order, Buyer shall be entitled to enforce such Order against any such Shareholder. Notwithstanding anything to the contrary contained in this Agreement:, the Shareholders shall be primary obligors together with Seller and shall not be deemed as sureties or guarantors of Seller's obligations pursuant to Article VI, and in furtherance thereof, the Shareholders specifically acknowledge that they are not entitled to exercise and do hereby waive any rights or defenses available to a surety or guarantor by reason of Sections 2787-2855 (inclusive) of the California Civil Code, and any rights or defenses arising out of an election of remedies by Buyer. (ac) Seller and Shareholders shall not have be liable to Buyer for any obligation to provide indemnification for Losses pursuant to Loss arising under Section 11.1 except to the extent that 6.2 above (A) in respect of any individual Loss of less than $5,000 and (B) unless the aggregate amount of all such Losses exceeds $175,000.00 50,000 in the aggregate (the “Basket "Stipulated Amount”) "), in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate full amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Stipulated Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, any Buyer Losses in respect of the Basket sales and use tax dispute described on SCHEDULE 2.12 shall be fully indemnifiable without regard to the provisions hereof relating to the Stipulated Amount and such liability cap will not apply and, in the event Seller or Shareholders indemnify Buyer with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1such Losses, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on shall not be included in the third anniversary calculation of the Closing DateStipulated Amount. Buyer shall not have Notwithstanding any obligation to provide indemnification hereunder for any Losses unless a written notice provision of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” the Seller and Shareholders shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected obligated to have a Material Adverse Effect” (or other words or phrases pay, in the aggregate, an amount in excess of similar effect or impact) in order for such condition, event or state $2,267,500 pursuant to the provisions of facts to cause such representation or warranty to be inaccuratethis Article VI.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty, or covenant contained in this Agreement or the Ancillary Agreements or any certificate delivered hereto or thereto, or with respect to any Excluded Liability, unless written notice of such claim made in accordance with Section 6.4(a) is received by such party on or prior to the Claims Deadline, in which case such representation, warranty, covenant or claim with respect to such Excluded Liability shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) neither Sellers or Seller Parent, on the one hand, nor Buyer on the other hand, shall not have be liable to any obligation Buyer Indemnified Party or Sellers Indemnified Party, as applicable, for any claim for indemnification relating to provide indemnification for Losses pursuant to Section 11.1 except to breaches of representations or warranties (other than the extent that Fundamental Representations) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Sellers or Seller Parent under Section 6.2(a) or Buyer under Section 6.3(a), as applicable, equals or exceeds $100,000, in which case Sellers and Seller Parent or Buyer, as applicable, shall be liable for all such Losses; (ii) the maximum aggregate amount of indemnifiable Losses exceeds $175,000.00 that may be recovered by Buyer Indemnified Parties (other than with respect to the Fundamental Representations) shall be an amount equal to five percent (5%) of the Purchase Price (the “Basket AmountCap”); (iii) in which case no Losses may be claimed by any Buyer Indemnified Party under Section 6.2(a) or any Seller Indemnified Party under Section 6.3(a) or shall be liable to Buyer only for such reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $175,000.00. The maximum obligation 5,000 resulting from any single claim or aggregated claims arising out of Seller to provide indemnification for all Losses pursuant to Section 11.1 the same facts, events or circumstances; provided that the foregoing limitation shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply to any claim based on a Fundamental Representation; (iv) Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that such Loss was included in the Final Closing Statement (as finally determined pursuant to Section 2.7); and (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or other damages calculated on the basis of any multiple relating to the breach or alleged breach of Sellerthis Agreement, or any other damages other than damages that constitute actual damages. (c) For all purposes of this Agreement, Losses shall be reduced by (i) any insurance or other recoveries paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit actually realized by such Indemnified Party or its Affiliates with respect to such Losses. Buyer shall seek full recovery under all applicable insurance policies and other collateral sources covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and reimburse Sellers or Seller Parent for any such recovery (net of any out of pocket expenses or costs incurred in procuring such recovery) up to the extent of any indemnification payment received by Buyer for such Loss. Nothing in this Section 6.5(c) shall delay an Indemnified Party’s ability to make a claim for indemnification or an Indemnifying Party’s obligation to make payment therefor. Any payment under this Article VI shall initially be made without regard to this Section 6.5(c) and shall be reduced to reflect any such Tax benefit only after the Indemnified Party has actually realized such benefit. For purposes of this Agreement, the Indemnified Party shall be deemed to have ‘actually realized’ a net Tax benefit to the extent that, and at such time as, the amount of Taxes required to be paid by the Indemnified Party is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Losses, in each case: (i) during the same Tax year as the year in which the relevant Losses occurred and the immediately subsequent Tax year; and (ii) calculated so that the items related to the Indemnifying Party’s indemnification obligations are the last to be recognized in each such Tax year. (d) Buyer and Sellers shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Buyer or Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if Buyer or Sellers, as the case may be, had made such efforts. (e) Each Buyer Indemnified Party shall seek payment of any amount to which it may be entitled under this Article VI from Sellers or Seller Parent. (f) Notwithstanding anything to the contrary in this Agreement (i) the limitations set forth in this Section 6.5 shall not be applicable to any Losses incurred as a result of knowing and intentional breach of covenant committed by or on behalf of Sellers, and (ii) no Person’s liability shall be limited in any way for such Person’s intentional fraud under Delaware common law with respect to such Person’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything The TE Parties' and Macquarie Parties' (collectively the "Indemnitors") obligations to indemnify pursuant to this Article XIII are subject to the contrary contained in this Agreementfollowing limitations: (a) Seller shall not have any obligation The Indemnitees' rights to provide indemnification for Losses pursuant to Section 11.1 except 13.1(a), shall terminate on November 1, 2009 (the "TE Parties Indemnification Termination Date"); provided that if any notice for indemnification shall have been given to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal Indemnitees on or prior to the Purchase Price. Notwithstanding the foregoingTE Parties Indemnification Termination Date, the Basket Amount and such liability cap will not apply with respect TE Parties' obligation to any breach of Seller’s representations and warranties set forth indemnify shall survive until the related claim for indemnification has been satisfied or otherwise resolved as provided in Sections 4.1, 4.2, 4.3, 4.8, and 4.14this Article XIII. (b) Buyer shall not have any obligation The Indemnitees' rights to provide indemnification for Losses indemnified pursuant to Section 11.2 except 13.1(b), shall terminate on the expiration of the applicable statute of limitations (the "Macquarie Parties Indemnification Termination Date"); provided that if any notice for indemnification shall have been given to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited Indemnitees on or prior to the amount equal to the Purchase Price. Notwithstanding the foregoingMacquarie Parties Indemnification Termination Date, the Basket Amount and such liability cap will not apply with respect Macquarie Parties' obligation to any breach of Buyer’s representations and warranties set forth indemnify shall survive until the related claim for indemnification has been satisfied or otherwise resolved as provided in Sections 5.1, 5.2, 5.3, 5.5 and 5.7this Article XIII. (c) Seller In no event shall not have any the aggregate Liability of the TE Parents and TE Power Opportunities pursuant to their obligation to provide indemnification hereunder for indemnify the Indemnitees under Section 13.1(a) exceed the aggregate consideration paid to the XX Xxxxxxx as set forth in Column III of Annex B hereto; provided that, nothing in this Section 13.2(b) shall be deemed to limit in any Losses pursuant respect any remedy to Sections 11.1 unless a written notice which the Indemnitees may be entitled in respect of claim specifying in reasonable detail fraud or willful misrepresentation by the specific nature TE Parents and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateTE Power Opportunities. (d) For purposes In no event shall the aggregate Liability of determining Losses in order any TE Management Shareholder pursuant to calculate its obligation to indemnify the Basket Amount and determine rights Indemnitees under Section 13.1(a) exceed the aggregate consideration paid to indemnification under this Article XI, the representations and warranties such TE Management Shareholder as set forth in Articles IV and V Column III of Annex B hereto; provided that, nothing in this Section 13.2(d) shall be read without giving effect deemed to limit in any Materiality Requirement set forth therein. As used respect any remedy to which the Indemnitees may be entitled in this Agreement, a “Materiality Requirement” respect of fraud or willful misrepresentation by any TE Management Shareholder. (e) The amount of any Indemnified Loss shall mean be reduced by any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected available insurance proceeds actually received by Buyer with respect to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateIndemnified Loss.

Limits on Indemnification. (a) De minimis Amount and Basket Amount. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Agreement to the contrary, the PSI Indemnified Parties shall not have be entitled to indemnification hereunder with respect to any obligation to provide indemnification for Losses pursuant to Section 11.1 7.1, above, unless and until the aggregate amount of Losses 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 aggregated for purposes of determining whether the De minimis Amount has been satisfied) and unless and except to the extent that the aggregate amount Losses from all claims with respect thereto in excess of all such Losses exceeds the De minimis Amount exceed, in the aggregate, Two Hundred Thirty Thousand Dollars ($175,000.00 230,000) (the “Basket Amount”) in which case Seller ), and then indemnification hereunder shall be liable only to Buyer only for the extent such Losses in excess of $175,000.00exceed the Basket Amount. The maximum obligation of Seller parties agree that the De minimis Amount is to provide serve as a “trigger” for indemnification for all Losses pursuant (and not a deductible) and the Basket Amount is to Section 11.1 shall be limited to an amount equal to the Purchase Priceserve as a “deductible”. Notwithstanding the foregoing, the De Minimis Amount and the Basket Amount and such liability cap will shall not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation limit the indemnification to provide indemnification which the PSI Indemnified Parties may be entitled for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable arise out of or relate to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to (i) any misrepresentation or breach of Buyer’s representations and warranties set forth in Sections 5.1any Fundamental Representation, 5.2, 5.3, 5.5 and 5.7. (cii) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice misrepresentation or breach of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall Section 3.14 (Taxes), (iii) any breach of a covenant or agreement made or to be read without giving effect performed by the Seller or Shareholders pursuant to any Materiality Requirement set forth therein. As used in this Agreement, a (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), (vii) any Excluded Environmental Matters (the matters referred to in clauses (i) through (vii), collectively, the “Materiality Requirement” shall mean any requirement in a representation Excluded Items”) or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impactviii) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe Reorganization.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller All representations and warranties in this Agreement shall not have any obligation to provide indemnification survive Closing for Losses pursuant to Section 11.1 except to a period of two years following the extent Closing Date; provided, however, that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s 's representations and warranties set forth in Sections 4.1Section 2.4 as to Seller's "good and marketable title to the Acquired Assets" shall survive in perpetuity. No claim or action for breach of any representation or warranty shall be asserted or maintained by any party hereto after the expiration thereof pursuant to the preceding sentence except for claims made in writing prior to such expiration or actions (whether instituted before or after such expiration). If such written notice is given, 4.2, 4.3, 4.8, and 4.14the survival period for the applicable representation or warranty shall continue until the claim is fully resolved. (b) Buyer Each party agrees that the remedies set forth in this Section 8, together with the remedies set forth in the Ancillary Agreements, shall not be the sole and exclusive remedies which such party shall have from and after the Closing Date against the other party or any obligation of its directors, officers, employees, Affiliates, agent or stockholders; provided, however, that no party hereto shall be deemed to provide indemnification for Losses indemnified pursuant to Section 11.2 except have waived any rights, claims, causes of action or remedies if and to the extent that such rights, claims causes of action or remedies may not be waived under applicable law or fraud is proven on the aggregate amount part of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7a party by another party hereto. (c) Seller No party shall not have be entitled to indemnification under this Agreement or any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder Ancillary Agreements for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateconsequential or incidental damages. (d) For purposes The obligation of determining Losses in order the Seller to calculate indemnify the Basket Amount and determine rights Purchaser pursuant to this Section 8 shall not exceed the Purchase Price. (e) The right to indemnification under or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by an investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Article XIAgreement or the Closing, with respect to the representations and warranties set forth in Articles IV and V shall be read without giving effect to accuracy or inaccuracy of or compliance with, any Materiality Requirement set forth thereinsuch representation, warranty, covenant or agreement. As used in this Agreement, a “Materiality Requirement” shall mean The waiver of any requirement in a condition based on the accuracy of any representation or warranty that a conditionwarranty, event or state on the performance of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” compliance with any covenant or be or agreement, will not be “reasonably expected affect the right to have a Material Adverse Effect” (indemnification or other words or phrases of similar effect or impact) in order for remedy based on such conditionrepresentations, event or state of facts to cause such representation or warranty to be inaccuratewarranties, covenants and agreements.

Limits on Indemnification. Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreementcontrary: (a) Seller The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or Section 9.3(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 9.1 with respect to such representation or warranty unless notice of such claim was provided to the Indemnifying Party prior to expiration of the applicable survival period. (b) Each Indemnified Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (c) The Company's obligations under Section 9.2 shall be subject to the following limitations: (i) The Company shall not have any obligation to provide indemnification liability for Losses pursuant to Section 11.1 except to the extent that until the aggregate amount of all such Losses exceeds $175,000.00 (relating thereto for which the “Basket Amount”) in which case Seller shall Company would otherwise be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller required to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to exceeds on a cumulative basis an amount equal to $50,000, at which point the Purchase Price. Notwithstanding Company, subject to the foregoingother provisions of this Section 9.5(c), shall indemnify the Basket Amount and Company for such liability cap will not apply with respect Losses, but only to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14.the extent such Losses exceed $50,000; (bii) Buyer The Company shall not have any obligation liability for Losses to the extent the aggregate amount of Losses relating thereto for which the Company would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $3,000,000. (iii) The Company shall not have any liability for any incidental, punitive or consequential damages; (d) REG's and Purchaser's obligations under Section 9.3 shall be subject to the following limitations: (i) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 11.2 except to the extent that 9.3(a) until the aggregate amount of all such Losses exceeds the Basket Amount, in relating thereto for which case Buyer shall REG and Purchaser would otherwise be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer required to provide indemnification exceeds on a cumulative basis an amount equal to $50,000, at which point REG and Purchaser, subject to the other provisions of this Section 9.5(d), shall indemnify the Company for such Losses, but only to the extent such Losses exceed $50,000; (ii) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 11.2 shall be limited 9.3(a) to the extent the aggregate amount of Losses relating thereto for which REG and Purchaser would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7$3,000,000. (ciii) Seller Neither REG nor Purchaser shall not have any obligation to provide indemnification hereunder liability for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m.incidental, Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation punitive or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.consequential damages;

Limits on Indemnification. (a) All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim. Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.17 or 6.5(d) hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification until the aggregate indemnification obligation sought by Buyer hereunder exceeds $160,000, whereupon Sellers shall be liable for all amounts for which indemnification may be sought in excess of such amount. Notwithstanding the foregoing, in no event shall the aggregate liability of either Seller for indemnification exceed the respective portion of the Purchase Price received by such Seller. However nothing in this Article VIII shall limit Buyer or Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (b) Notwithstanding the foregoing or any provision contained in this Agreement to the contrary, each Seller shall have sole liability in respect of breaches of his respective representations, warranties or covenants in respect of such Sellers and his Shares, which liability shall in all respects be several and not joint, and the other Seller shall not have any liability for the breaches of any representation, warranty or covenant in respect of the other Seller or such other Seller's Shares. (c) For purposes of Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. (d) All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have Article VIII, any obligation to provide indemnification for Losses party may undertake the defense of any third party claim pursuant to Section 11.1 except to the extent alleged indemnification obligations hereunder with full reservation of rights, and if it shall ultimately be determined that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide party seeking indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will is not apply entitled thereto with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1such claim, 4.2, 4.3, 4.8, and 4.14. (b) Buyer then the party seeking indemnification shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except reimburse to the extent that party or parties undertaking such defense, all indemnification payments in respect of such claim made as well as the aggregate amount reasonable fees and costs of all such Losses exceeds defense, including reasonable attorneys fees. No indemnification of, or reimbursement for, the Basket Amount, in which case Buyer fees or costs of litigation shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification payable under this Article XI, the representations VIII by any party in connection with a bona fide dispute between such party and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in other party regarding any matter arising under this Agreement, a “Materiality Requirement” the costs and expenses of which shall mean any requirement be borne by the parties hereto in a representation or warranty that a condition, event or state accordance with the terms of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateSection 10.4.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, Parent’s and Seller’s indemnification obligation under Section 8.1(a) shall be subject to each of the following limitations: (a) Seller shall not have any obligation With respect to provide indemnification for Losses pursuant arising out of or relating to Section 11.1 except to the extent that the aggregate amount any breaches of all such Losses exceeds $175,000.00 any representation or warranty by Seller in this Agreement (other than Sections 3.1, 3.2, 3.3, 3.5, 3.6 or 3.17(m) (the “Basket AmountFundamental Reps”), as to which Seller’s obligations under Section 8.1(a) shall survive indefinitely and any breaches of Seller’s representations and warranties contained in Section 3.18 which case are addressed in Section 5.4 and as to which Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide have no indemnification for all Losses pursuant to obligations under Section 11.1 shall be limited to an amount equal 8.1(a)) and to the Purchase Price. Notwithstanding Scheduled Matter, such obligation to indemnify shall terminate on the foregoingearlier of (x) a date eighteen months after the Closing and (y) March 1, 2008, unless before such termination date Buyer shall have delivered to Seller a Claim Notice with respect to which any claim for indemnification set forth therein has not been finally resolved as contemplated by this Article VIII as of the Basket Amount expiration of such period, provided that such obligation to indemnify shall continue beyond such period only with respect to any such unresolved claim and only until such liability cap will not apply unresolved claim is finally resolved as contemplated by this Article VIII; (b) Except with respect to any breach of the Fundamental Reps or the Covered Matter, there shall be no obligation to indemnify under Section 8.1(a) unless the aggregate of all Losses for which Parent and Seller’s representations and warranties set forth in Sections 4.1, 4.2but for this clause (b), 4.3, 4.8would be liable under Section 8.1(a) exceeds on a cumulative basis an amount equal to $4,500,000, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except then only to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply excess; (c) Except with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7.the Fundamental Reps: (ci) Seller subject to clause (ii) of this Section 8.2(c), there shall not have any be no obligation to provide indemnification hereunder for any Losses pursuant indemnify under Section 8.1(a) to Sections 11.1 unless a written notice the extent amounts previously actually indemnified under Section 8.1(a) are, in the aggregate, in excess of claim specifying $28,700,000 (the “General Indemnity Cap”); (ii) with respect only to the Specified Matters, there shall be no obligation to indemnify under Section 8.1(a) in reasonable detail respect of such Specified Matters to the specific nature and basis extent amounts previously actually indemnified under Section 8.1(a) in respect thereof are, in the aggregate, in excess of $10,000,000 (the “Special Indemnity Cap”), it being understood that in the event that the aggregate amount of the Losses and incurred by, or claimed or assessed against, the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary Buyer Indemnified Parties in respect of the Closing Date. Buyer Specified Matters exceeds the Special Indemnity Cap, such excess shall remain subject to indemnification under Section 8.1(a) to the extent that there is then any remaining availability under the General Indemnity Cap; it being understood that Losses related to the Specified Matters shall first be applied against the Special Indemnity Cap and then against the General Indemnity Cap in accordance with this Article VIII; and (iii) the aggregate liability of Parent and Seller under Section 8.1(a) shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail exceed the specific nature and basis sum of the Losses and General Indemnity Cap and, subject to the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary provisions of the Closing Date.immediately preceding clause (ii), the Special Indemnity Cap; (d) For purposes the avoidance of determining Losses in order doubt, Parent’s and Seller’s obligations under Section 8.1(a) relating to calculate the Basket Amount and determine rights Covered Matter shall survive indefinitely; (e) For the avoidance of doubt, indemnification may not be sought under Section 8.1(a) to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V extent that any amount claimed as a Loss thereunder has been paid to Buyer pursuant to Section 1.4; and (f) Each Loss shall be read without giving effect reduced by (i) the amount of any insurance proceeds actually received by the relevant Buyer Indemnified Person with respect to such Loss, (ii) any Materiality Requirement set forth therein. As used in this Agreementindemnity, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (contribution or other words or phrases of similar effect or impactpayment actually received by the relevant Buyer Indemnified Person from any third party with respect to such Loss, and (iii) any reduction in order for Taxes actually realized by the relevant Buyer Indemnified Party with respect to such condition, event or state of facts to cause Loss in the year such representation or warranty to be inaccurateLoss was actually incurred.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation or warranty contained in this Agreement, the Ancillary Agreements or any certificate delivered pursuant hereto or thereto, unless written notice of such claim is received by such party on or prior to the date on which the representation, warranty or certification on which such claim is based ceases to survive as set forth in Section 7.1, in which case such representation, warranty or certification shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (ai) the Seller shall not have be liable to any obligation Buyer Indemnified Party for any claim for indemnification under Section 7.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller under Section 7.2(a) equals or exceeds $500,000, in which case the Seller shall be liable for all such Losses from the first dollar; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered by the Buyer Indemnified Parties under Section 7.2(a) shall be an amount equal to provide $7,000,000 (it being agreed that after the first anniversary of the Closing, such amount shall be reduced to $4,000,000 solely with respect to claims for indemnification for Losses pursuant to made by any Buyer Indemnified Party under Section 11.1 except to the extent 7.2(a) after such date; provided, that the aggregate amount of all any Losses paid by the Seller in respect of indemnification claims made by any Buyer Indemnified Party under Section 7.2(a) prior to such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller date shall be liable to Buyer only applied against such $4,000,000 cap; provided, further, that the Seller’s aggregate liability under Section 7.2(a) shall in no event exceed $7,000,000); and (iii) no party hereto shall have any liability under any provision of this Agreement for such Losses in excess any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of $175,000.00. The maximum obligation future revenue, profits or income, or loss of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal business reputation or opportunity relating to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach or alleged breach of Seller’s representations and warranties set forth in Sections 4.1this Agreement, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent any such party is required to pay any such damages pursuant to a Third Party Claim. Notwithstanding the foregoing to the contrary, the limitations on indemnification set forth in clauses (i) and (ii) of this Section 7.5(b) shall not apply to any claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any certification with respect thereto, for which the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer Seller’s maximum liability shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis In view of the Losses limitations set forth in clause (i) of Section 7.5(b), solely for purposes of this Article IX, if any representation or warranty contained herein or in any Ancillary Agreement or certification delivered pursuant hereto is limited or qualified based on materiality, including the terms “material” or “Material Adverse Effect”, such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining whether any breach thereof, inaccuracy therein or Loss has occurred and the estimated amount of any such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateLoss. (d) For all purposes of determining this Agreement and the Ancillary Agreements, Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect net of any tax benefits actually received with respect to any Materiality Requirement set forth therein. As used in this Agreement, or as a consequence of such Losses (calculated on a “Materiality Requirementwith” shall mean any requirement in a representation or warranty that a conditionversus “without” basis), event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (insurance or other words recoveries payable to the Indemnified Party or phrases its Affiliates in connection with the facts giving rise to the right of similar effect indemnification (net of any expenditures made in connection with obtaining such recovery and, in the case of insurance, any resulting increase in insurance premiums). (e) The Buyer and the Seller shall reasonably cooperate with each other with respect to resolving any claim or impact) liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to mitigate or resolve any such claim or liability; provided, however, that any liability, claim, damage or expense incurred in order for connection with such condition, event attempts to mitigate or state of facts to cause such representation or warranty to be inaccurateresolve shall constitute indemnifiable Losses hereunder.

Limits on Indemnification. (a) Seller and Parent shall not have any obligation to indemnify the Buyer Indemnitees for claims under Section 8.l (b)(i) and 8.1(b)(ii) until the Indemnifiable Losses of the Buyer Indemnitees with respect to such claims shall exceed $125,000 in the aggregate (the "Threshold"), whereupon the total amount of such Indemnifiable Losses from the first dollar and without regard to the Threshold shall be recoverable by the Buyer Indemnities in accordance with the terms hereof. (b) In no event shall the total obligations of Seller under the indemnification provided in Sections 8.1(b)(i) and 8.1(b)(ii) exceed $5,000,000, except in the event of fraud or intentional misrepresentation by the Seller or Parent. (c) Notwithstanding anything to the contrary contained in this Agreement: herein, any Indemnifiable Loss shall be net of (ai) Seller shall not have the dollar amount of any obligation to provide indemnification for Losses pursuant to Section 11.1 except insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the extent Indemnifiable Loss and (ii) income Tax benefits to the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, but such net amount shall be increased to give effect to the Income Taxes payable as a result of the receipt of any indemnification payments hereunder so that the aggregate amount Indemnitee is held harmless after Tax. Any Party seeking indemnity hereunder shall use its best efforts to make claims (including both costs of all such Losses exceeds $175,000.00 (the “Basket Amount”defense and indemnity) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply under applicable insurance policies with respect to any breach such Indemnifiable Loss. If after any payment of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply indemnity with respect to an Indemnifiable Loss is made hereunder by an Indemnifying Party, any breach insurance proceeds, tax benefit or recovery, settlement or payment by, from or against any other entity is received by the Indemnified Party or any Affiliate with respect to such Indemnifiable Loss, then the Indemnified Party shall, or shall cause such Affiliate to, remit to the Indemnifying Party the lesser of Buyer’s representations (i) the amount of the insurance proceeds, tax benefit or other recovery, settlement or payment, if not previously taken into account in computing the indemnity payment with respect to such Indemnifiable Loss, and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (cii) Seller shall not have any obligation to provide indemnification hereunder for any Losses amounts previously paid by the Indemnifying Party pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of Article VIII with respect to such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateIndemnifiable Loss. (d) For purposes The sole recourse and exclusive remedy of determining Losses in order either Party after the Closing Date for the breach of this Agreement shall be to calculate the Basket Amount and determine rights to assert a claim for indemnification under this Article XI, VIII or to recover such amounts as are otherwise due pursuant to the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in terms of this Agreement, except for claims based on fraudulent actions, misrepresentations or breaches. (e) If (i) Parent or Seller agree in writing or (ii) pursuant to a “Materiality Requirement” final order of a court, not subject to further appeal, Parent or Seller is legally required, to indemnify Buyer pursuant to this Article VIII, the amount of such indemnification shall mean be paid first as a prepayment under the Promissory Note and then to the extent there still exists any requirement deficiency thereafter by Seller or Parent paying such amount in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratecash.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 6.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for i. the maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers by Buyer Indemnified Parties pursuant to Section 11.1 except 6.2 shall be an amount equal to 15% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Cap”); provided that any Losses resulting from breaches by the Seller of any of the Fundamental Representations shall not be subject to the extent Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate amount of all such indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 6.2 (including with respect to any Losses resulting from breaches of any Fundamental Representation) shall not exceed the Purchase Price, as adjusted pursuant to Section 1.4; ii. the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $175,000.00 an amount equal to 0.75% multiplied by the aggregate total Base Consideration paid by the Seller for the acquisition of all of the Xxxxxx Companies (the “Basket Amount”) ), in which case the Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount; provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; iii. The maximum obligation in determining whether any claim for indemnification under this Agreement or any of the other Xxxxxx Company Acquisition Agreements exceeds the Cap and/or the Basket Amount, the amount of all such claims under all of the Xxxxxx Company Acquisition Agreements shall be aggregated; iv. any payment for Losses claimed by any Buyer Indemnified Party shall be paid by the Sellers as follows (x) 70% of such Losses shall be paid in cash and (y) 30% of such Losses shall be paid by the surrender of Buyer common stock (valued at no less than the value assigned to provide indemnification for such common stock under any of the Xxxxxx Company Acquisition Agreements); provided that the Sellers may elect, at their sole option, to pay such Losses pursuant in cash only; v. the Seller shall not be obligated to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Financial Statements or the notes thereto; vi. the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 1.4; vii. no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of Buyer’s representations and warranties set forth this Agreement; and viii. in Sections 5.1the event Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of Buyer at or prior to the Closing of any breach by the Seller of any representation, 5.2warranty or covenant in this Agreement, 5.3no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, 5.5 and 5.7under this Article VI or otherwise. (c) Seller For all purposes of this Article VI, “Losses” shall not have be net of (i) any obligation insurance or other recoveries payable to provide the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification hereunder for and (ii) any Losses pursuant Tax benefit available to Sections 11.1 unless a written notice such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of any such Losses is delivered to Seller prior to 5:00 p.m.(including, Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIwithout limitation, the representations and warranties set forth net present value of any Tax benefit arising in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratesubsequent taxable years).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Seller shall not have any obligation be liable under the terms and provisions of this Article 13 unless and until the aggregate amount of liability for indemnification claims made by the Buyer Indemnitees exceeds twenty thousand dollars ($20,000) (the "Buyer Liability Basket") at which time the Seller shall be liable for the full amount (including the amount of the Buyer Liability Basket) of all indemnification claims made by the Buyer Indemnitees up to provide indemnification for Losses pursuant to Section 11.1 except to the extent an aggregate amount of two million dollars ($2,000,000); provided, that the aggregate amount of all such Losses exceeds $175,000.00 (claims excluding the “Basket Amount”) in Lucent Claims which case the Seller shall be liable to for is one million dollars ($1,000,000) (the "Buyer only for such Losses in excess of $175,000.00Liability Cap"). The maximum obligation Buyer Liability Basket and the Buyer Liability Cap set forth in this Section 13.03(a) shall not apply in the event of Seller to provide indemnification for all Losses pursuant to Section 11.1 fraud, in which case the Buyer Indemnitees shall be limited entitled to indemnification on a dollar for dollar basis for the full amount of the Loss. The Buyer Liability Basket shall not apply to any indemnification claim made by any of the Buyer Indemnitees with respect to the Lucent Claims. Further, in the event any settlement payments are made in connection with the Lucent Claims, including, without limitation, any fees, expenses and charges under a license agreement (all of such amounts which shall be paid by the Seller), the prorated amount of the aggregate fees, expenses and charges attributable to the period prior to the Closing shall not be counted against the Buyer Liability Cap. The Buyer shall not be liable under the terms and provisions of this Article 13 unless and until the aggregate amount of liability under Article 13 for indemnification claims made by the Seller Indemnitees exceeds ten thousand dollars ($10,000) (the "Seller Liability Basket"), at which time the Buyer shall be liable for the full amount (including the amount of the Seller Liability Basket) of all indemnification claims made by the Seller Indemnitees up to an aggregate amount equal of one million dollars ($1,000,000) (the "Seller Liability Cap"). The Seller Liability Basket and Seller Liability Cap set forth in this Section 13.03(b) shall not apply in the event of fraud in which case the Seller Indemnitees shall be entitled to indemnification on a dollar for dollar basis for the full amount of the Loss. (b) The amount of any indemnified loss suffered by any Buyer Indemnitee or Seller Indemnitee shall be reduced by the net effect of any tax-related benefits related to the Purchase Priceclaim and/or insurance coverage and/or claim against a third party which is realized by such indemnified party following the date of such loss in respect of or as a result of such indemnified loss. Notwithstanding the foregoing, it is understood and agreed that the Basket Amount and such liability cap will not apply with respect to determination of the net tax effect and/or insurance coverage benefit of any breach of Seller’s representations and warranties set forth in Sections 4.1indemnified loss and/or third party claim, 4.2if any, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide delay payment or indemnification for Losses of such indemnified pursuant to Section 11.2 except to loss by the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7indemnifying party. (c) Seller shall not have Apart from (i) the Lucent Claims, (ii) any obligation claim with respect to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice breach of claim specifying in reasonable detail the specific nature and basis Section 6.12(e) of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” or (iii) any patent infringement claim to the extent covered by Section 13.01(a)(viii), neither the Seller nor any of the Sellers' Affiliates shall mean be liable to the Buyer 222 34 Indemnitees under the terms and provisions of this Article 13 in respect of any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratepatent infringement claim following the Closing.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the contrary contained present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Company and the Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, 3.17 or Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Agreement: Article VIII (aother than claims for Excluded Liabilities or ------------ for claims for breaches of covenants) Seller shall expire on the second anniversary of the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Majority Shareholders shall not have be obligated to pay any obligation to provide amounts for indemnification for Losses pursuant to Section 11.1 except to the extent that under this Article VIII until the aggregate amount of all such Losses indemnification ------------ obligation sought by Iconixx or Buyer hereunder exceeds $175,000.00 (60,000, whereupon the “Basket Amount”) in which case Seller Majority Shareholders shall be liable to Buyer only for such Losses in excess of $175,000.00all amounts for which indemnification may be sought. The maximum obligation of Seller to provide indemnification Company and the Majority Shareholders shall be jointly and severally liable for all Losses pursuant to Section 11.1 indemnification claims of Iconixx or Buyer, provided, however, that in the absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall be limited to an amount equal to his, her or its proportionate share of the Purchase Price. Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company hereunder exceeds $60,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of (A) Iconixx or Buyer to the Majority Shareholders and the Company for breach of representations and warranties under Article IV exceed $3,000,000; ---------- and (B) the Majority Shareholders and the Company to Iconixx or Buyer for breach of representations and warranties exceed $13,000,000; provided, however, that such amount under this clause (B) shall be reduced to $6,500,000 for all claims made on or after 60 days after the final completion of the audit of the Buyer's financial statements for the fiscal year ending December 31, 2000. Notwithstanding the foregoing, the Basket Amount indemnity limitations contained in the preceding sentence shall not include and shall not limit any claims for the breaching of the representations and warranties of the Company and Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.12 (to the extent ------------ --- --- --- --- --- ---- such liability cap will not apply with respect claims relate to OSHA violations), 3.14 and 3.17 or any breach of Seller’s representations and warranties set forth in Sections 4.1---- ---- -------- 8.1(B) or (E), 4.2, 4.3, 4.8, and 4.14. (b) Buyer all of which claims together shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to exceed the Purchase Price. Notwithstanding the foregoing------ --- However nothing in this Article VIII shall limit Iconixx, Buyer, the Basket Amount and such liability cap will not apply Company or ------------ the Majority Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach the fraudulent conduct of Buyer’s representations and warranties the Company, Majority Shareholders, Buyer or Iconixx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Iconixx or the Majority Shareholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. Other than as set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIpreceding sentence, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used indemnification provided for in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty Section VIII is intended to be inaccuratethe exclusive monetary remedy of Iconixx, ------------ Buyer, the Company or the Majority Shareholders with regard to the Acquisition contemplated by this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall not have be entitled to indemnification or reimbursement for any obligation Losses under any provision of this Agreement for any amount to provide the extent (and only to the extent) such Indemnified Party has previously been indemnified or reimbursed for such amount by an unaffiliated third party or insurer under any other provision of this Agreement or otherwise. The amount of any indemnification for Losses payable under this Agreement will be net of (i) any accruals or reserves taken into account in the calculation of Final Net Working Capital and (ii) any amounts actually recovered by the Indemnified Parties as a group under any third party indemnification agreement or arrangement, policy of insurance or other collateral sources covering the Loss giving rise to the claim, including any costs or expenses (including reasonable fees and expenses of attorneys) incurred in connection with or as a result of collecting such proceeds, and the Parties agree to use their commercially reasonable efforts to obtain such recoveries. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a claim under this Agreement, the Indemnified Party receives payment in respect of the Loss underlying such claim through recovery, settlement or otherwise under or pursuant to Section 11.1 except any third party insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against a third party, the amount of such payment, less any costs or expenses (including reasonable fees and expenses of attorneys but net of any increases in premium resulting from such claims), incurred in connection with or as a result of collecting such payment, up to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”indemnity payment previously received from the Indemnifying Person, will promptly be repaid by the Indemnified Party to the Indemnifying Person. Nothing under this Section 8.5(a) in which case Seller shall be liable to Buyer only for such Losses in excess limit, delay or otherwise affect the rights of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses any Indemnified Party pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14this Article VIII. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used Except as otherwise provided in this Agreement, a “Materiality Requirement” after the Closing, Seller shall mean have no rights against Purchaser, the Company or any requirement of its Subsidiaries or any of their directors, managers, members, officers or employees (in a representation their capacity as such), whether by reason of contribution, indemnification, subrogation or warranty that a conditionotherwise, event or state in respect of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or any payment by Seller for Purchaser Indemnifiable Losses pursuant to this Agreement and shall not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for take any action against such condition, event or state of facts to cause such representation or warranty to be inaccuratePersons with respect thereto.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against any Party pursuant to this ARTICLE VIII, unless written notice of such claim or action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller an Indemnifying Party shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 a Seller Warranty Breach or a Purchaser Warranty Breach (the “Basket Amount”) other than, in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to each case, an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any Excluded Warranty Breach or a breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV Section 3.09 (Advisers Act; Regulatory Compliance)) in respect of any Loss incurred or suffered by an Indemnified Party unless and V until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $500,000 (the “Deductible”), after which the Indemnifying Parties shall only be liable for Losses incurred in excess of the Deductible; (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties arising out of or resulting from all Seller Warranty Breaches or Purchaser Warranty Breaches (other than, in each case, Excluded Warranty Breaches and a breach of the representations and warranties set forth in Section 3.09 (Advisers Act; Regulatory Compliance)) shall be read an amount equal to $4,500,000 (the “General Cap”); (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller Indemnifying Parties arising out of or resulting from breaches of the representations and warranties set forth at Section 3.09 (Advisers Act; Regulatory Compliance) shall be an amount equal to $6,000,000, which amount shall be exclusive of and in addition to the General Cap; (iv) in no event shall a Seller Indemnifying Party have any liability for Losses arising from any Claim related to a Seller Warranty Breach with respect to a breach of the representations and warranties set forth in Section 3.14(e) if a Purchaser Indemnified Party fails to cease any use of a Company Name or to abide by an instruction by a Seller Party to change a Company Name, in either case, reasonably promptly upon written request by a Seller Party following the assertion of a Claim (that such Seller Party reasonably believes, after consultation with legal counsel, will result in liability) from any Person that such use violates such Person’s Intellectual Property; (v) in no event shall the aggregate liability under this ARTICLE VIII of the Purchaser, on the one hand, or the Seller Parties, on the other hand, exceed an amount equal to the Merger Consideration; and (vi) in no event shall an Indemnifying Party have any liability for any Losses reflected in the final determination of the Final Adjustment Amount pursuant to Section 2.10. (c) Losses shall not be subject to indemnification under this ARTICLE VIII to the extent of (i) any insurance or other third party recoveries actually received by an Indemnified Party from an unaffiliated third party in respect of such Losses, net of the cost of recovery of such amounts (including increases in insurance premiums to the extent relating to such Losses) realized by such Indemnified Party or (ii) any Tax benefits actually utilized by an Indemnified Party arising from the incurrence or payment of any such Loss in the taxable year in which the Loss occurs and which results in an actual reduction of cash Taxes paid by such Indemnified Party, determined on a “with and without” basis (calculated without giving effect regard to any Materiality Requirement set forth therein. As used reduction in tax basis attributable to such indemnity payment being treated as a reduction in the purchase price), in the taxable year in which such Losses are incurred. (d) If an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Agreement, ARTICLE VIII and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Materiality Requirement” shall mean any requirement in a representation or warranty that a conditionPotential Contributor”) based on the underlying claim giving rise to the payment of such Losses, event or state the Indemnified Party shall, to the extent the Indemnified Party has the legal right to do so, assign such of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected its rights to have a Material Adverse Effect” (or other words or phrases proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratepayment.

Limits on Indemnification. (a) Notwithstanding anything any provision to the contrary contained in this Agreement: (a) Seller , Buyer shall not have make any obligation to provide indemnification claim against Parent for Losses pursuant to Section 11.1 any breach of representations and warranties under this Agreement (i) for any individual Cost that is less than $1,000 (any such Cost being a “De Minimis Cost”) and (ii) except to as set forth in the extent that next sentence, until the aggregate dollar amount of all such Losses exceeds $175,000.00 claims (excluding for this purpose all De Minimis Costs), together with any indemnification amount payable by Parent under Article 7, after deducting the “Basket Amount”) credits described in which case Seller Section 7.02, shall be liable to Buyer only for exceed, in the aggregate (under all such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoingagreements), the Basket Amount and such liability cap will not apply with respect to any breach amount of Seller’s representations and warranties the Deductible, and, if the Deductible is exceeded, except as set forth in Sections 4.1the next sentence, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer Parent shall be liable required to Seller pay only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on excess over the third anniversary of the Closing Date. Buyer shall not have any Deductible; provided that Parent’s obligation to provide indemnification hereunder and liability for any Losses unless a written notice and all breaches of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV this Agreement shall not exceed, in the aggregate (under all such agreements), the amount of the Cap. With respect to claims by Buyer against Parent for indemnification for a breach of the representations and V shall be read without giving effect to any Materiality Requirement warranties set forth therein. As used in this AgreementSection 4.03(aa), a “Materiality Requirement” shall mean any requirement in such claims will not be subject to the Deductible. (b) Any breach of a representation or warranty hereunder disclosed to the other party after the execution and delivery of this Agreement and prior to the Closing shall not affect the right of such other party to elect not to close the transactions contemplated by this Agreement (it being understood and agreed that a conditionif, event despite such right of such other party to elect not to close by reason of the breach so disclosed, such other party nevertheless elects to close, thereby waiving such breach, such other party shall thereafter have no claim by reason of, in connection with or state arising from any such disclosed breach). (c) Anything in this Article 7 to the contrary notwithstanding, the rights and obligations of fact the parties with respect to indemnification for any and all Tax matters shall be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurategoverned by Section 5.07 hereof.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller shall not have be liable to any obligation to provide Buyer Indemnified Party for any claim for indemnification for Losses pursuant to Section 11.1 except to the extent that unless and until the aggregate amount of all such indemnifiable Losses that may be recovered from the Seller equals or exceeds $175,000.00 100,000 (the “Basket Amount”) ), in which case the Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The ; (ii) the maximum obligation aggregate amount of indemnifiable Losses that may be recovered from Seller by Buyer Indemnified Parties pursuant to provide Section 8.2 shall not exceed the Seller Consideration; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by Buyer Indemnified Parties pursuant to Section 8.2(a) for any breach of any General Representation shall not exceed $400,000; (iv) any indemnity provided hereunder shall be applied so as to avoid double counting and no Indemnified Party shall be entitled to obtain indemnification more than once for the same Losses pursuant to Section 11.2 this Agreement or any other agreement, instrument or document contemplated hereby; and (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement and, in particular, no “multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the amount of any Losses; regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (b) The amount of any and all Losses under this Article VIII shall be limited determined net of (i) the net present value of any Tax benefit reasonably anticipated to be realizable by any party seeking indemnification hereunder arising in connection with the accrual, incurrence or payment of any such Losses and (ii) any insurance, indemnity, reimbursement arrangement, contract or other recovery available to the amount equal Indemnified Party or its Affiliates in connection with the facts giving rise to the Purchase Priceright of indemnification (each, an “Alternative Recovery”). Notwithstanding the foregoing, the Basket Amount and The Indemnified Party will seek full recovery under all such liability cap will not apply Alternative Recoveries with respect to any breach Loss to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. In the event that the Indemnified Party receives recovery of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses amount pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail an Alternative Recovery for which it has already been indemnified by the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIIndemnifying Party hereunder, the representations and warranties set forth in Articles IV and V shall be read without giving effect Indemnified Party will promptly refund an equal amount to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe Indemnifying Party.

Limits on Indemnification. (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party pursuant to the terms hereof on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 9.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made prior to the first anniversary of the Closing Date shall be an amount equal to $4,000,000; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date shall be an amount equal to (A) $2,000,000 minus (B) the aggregate amount of any indemnifiable Losses that were claimed during the first year after Closing Date and were recovered or are still pending (which shall be zero if such calculation results in a negative number); provided, however, that if any pending claims from the first year after the Closing Date are resolved in favor of the Selling Stockholder prior to the second anniversary of the Closing Date, then the amount(s) of such claims resolved in favor of the Selling Stockholder shall no longer be included in clause (B) above, and provided, further, that even if Purchaser Indemnified Parties may not have any obligation be able to provide indemnification recover indemnifiable Losses under this clause (ii) due to a pending claim, Purchaser Indemnified Parties may continue to make claims for indemnifiable Losses pursuant to Section 11.1 except 9.2(a) after the first anniversary of the Closing Date but prior to the extent second anniversary of the Closing Date until Purchaser Indemnified Parties have recovered $2,000,000 of indemnifiable Losses from the Selling Stockholder pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach); (iii) In addition to the offset rights under Section 9.5(f), the maximum aggregate amount of indemnifiable Losses that are recoverable from Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) for breaches of Fundamental Representations or an Intentional Breach shall be an amount equal to the sum of all cash amounts actually received by the Selling Stockholder pursuant to this Agreement, the Note or the Warrant, including the Lxxxx 0 Xxxxxxx Xxxxxx, if any, and the Lxxxx 0 Xxxxxxx Xxxxxx, if any. (iv) the Selling Stockholder shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) (other than for a breach of a Fundamental Representation or an Intentional Breach) unless and until the aggregate amount of all such indemnifiable Losses that may be recovered from the Selling Stockholder equals or exceeds $175,000.00 500,000 (the “Basket AmountBasket”) in which case Seller ), and thereafter the applicable party shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant including Losses up to Section 11.1 and including the Basket; (c) No Losses shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply asserted by either party with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except matter which is covered by insurance proceeds to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateinsurance proceeds. (d) In determining the amount of any Losses for which any party seeks to be indemnified hereunder, any and all Tax benefits resulting from such Losses shall be excluded. (e) For purposes of determining the failure of any representations or warranties to be true and correct, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the such representations and warranties shall be disregarded. (f) Subject to the maximum amounts of indemnifiable Losses set forth in Articles IV Sections 9.5(b)(i) and V shall 9.5(b)(ii) for claims subject to such maximum amounts, if Purchaser has obtained the written consent of the Selling Stockholder or a final and non-appealable order of a court of competent jurisdiction that the Selling Stockholder owes any Losses under Section 9.2, then at the option of Purchaser (i) the principal amount owing under the Note may be read without giving effect reduced by any Losses owed to Purchaser hereunder and not paid by the Selling Stockholder, or (ii) any Materiality Requirement payments owed by Purchaser under Section 3.7 may be reduced by any Losses owed to Purchaser and not paid to the Selling Stockholder, or (iii) any payments owed by Theatre Direct under the Warrant may be reduced by any Losses owed to Purchaser and not paid to the Selling Stockholder or (iv) Purchaser may take any combination of the actions set forth thereinin clauses (i), (ii) or (iii) of this subsection without duplication of payment. As used In addition, if there are any claims which have been consented to by the Selling Stockholder or for which Purchaser has obtained a final and non-appealable order of a court of competent jurisdiction that the Selling Stockholder owes Losses under Section 9.2 but the value or amount of the Losses have not been so consented to or finally determined and Selling Stockholder has not paid all of the Losses with respect to such claims at the time a payment is made to the Selling Stockholder under the Note, Section 3.7 or the Warrant, then (x) the Selling Stockholder agrees not to distribute or dividend any such payments received by it to its stockholders until Purchaser and Selling Stockholder determine in this Agreementgood faith the amount of the reasonably estimated Losses which Purchaser will incur under such claims (the “Estimated Losses”), a “Materiality Requirement” and (y) upon such determination, Selling Stockholder shall mean any requirement in a representation not distribute or warranty that a condition, event or state dividend to its stockholders the portion of fact be “material,” correct or true in “such payments equal to the Estimated Losses not paid by Selling Stockholder until the value of all material respects,” of the Losses with respect to such claims have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratebeen finally determined and paid by the Selling Stockholder.

Limits on Indemnification. Notwithstanding In addition to the limitations on indemnification set forth elsewhere in this Article VII, and notwithstanding anything to the contrary contained in this Agreement: , (ai) Seller neither the Company Securityholders (if they are the Indemnifying Party) nor Parent (if it is the Indemnifying Party) shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 7.2(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 such Indemnifying Party equals or exceeds $1,043,000, in which case the Indemnifying Party shall be liable for the full amount of such Losses above such amount, (ii) the amount of any such Losses shall be calculated net of insurance proceeds actually received by the Indemnified Party in respect of such Losses and the Indemnified Party agrees to promptly seek reimbursement for any and all Losses from any applicable insurance coverage (it being agreed that any indemnification hereunder is not to be deemed insurance, whether primary, excess or otherwise), (iii) in calculating the amount of any such Losses, there shall be taken into account any net Tax benefit or detriment of the Indemnified Party arising from the incurrence or payment of any such Losses or the receipt of, or right to receive, any indemnity payment hereunder, (iv) there shall not be any multiple recovery for any Losses and (v) in no event shall any Indemnified Party be entitled to recover punitive damages (except to the extent that the aggregate Indemnified Party sustains Losses comprised of punitive damages arising from a Third Party Claim) or damages calculated on the bases of a diminution in value of any Company Stock, stock of the Surviving Corporation or Parent Common Stock. In computing the amount of all any such Losses exceeds $175,000.00 (Tax benefit or detriment, the “Basket Amount”) in which case Seller Indemnified Party shall be liable deemed to Buyer only for such Losses in excess recognize all other items of $175,000.00income, gain, loss, deduction or credit before recognizing any item arising from the receipt of (or right to receive) any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. The maximum obligation For the avoidance of Seller doubt, no Tax detriment shall be deemed to provide indemnification for all Losses be realized by an Indemnified Party from the receipt of an indemnity payment which is properly treated as an adjustment to the Per Share Merger Consideration, Option Consideration or Warrant Consideration pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount7.7. The maximum obligation of Buyer to provide indemnification Indemnified Party may not make a claim for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XISection 7.2(a) or Section 7.3(a), as the representations and warranties set forth in Articles IV and V shall be read without giving effect to case may be, for breach by the Indemnifying Party of any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a conditionafter the expiration of the survival period specified in Section 7.1. All Parent Claims will be subject to and made in accordance with, event or state of fact and will be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such conditiongoverned by, event or state of facts to cause such representation or warranty to be inaccuratethe Escrow Agreement.

Limits on Indemnification. (a) The right to indemnification, payment of Losses or other amounts pursuant to this Agreement or other remedy based upon any representation, warranty, covenant, obligation or other provision contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, obligation or other provision or the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, obligation or other provision, and will not affect the right to indemnification or the right to receive any other payments based on such representations, warranties, covenants, obligations and other provisions. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) : Seller shall not have be liable to any obligation to provide Buyer Indemnified Party for any claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 8.2(a) unless and until the aggregate amount of all such indemnifiable Losses that may be recovered from Seller equals or exceeds $175,000.00 20,000 (the “Basket AmountIndemnification Basket”) ), in which case Seller shall only be liable obligated to indemnify such Buyer only Indemnified Party for the amount of such Losses in excess of $175,000.00. The the Indemnification Basket; and the maximum obligation aggregate amount of Seller to provide indemnification for all indemnifiable Losses which may be recovered by the Buyer Indemnified Parties pursuant to Section 11.1 8.2(a) shall be limited to an amount equal to $720,000 (the “Cap”); provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Seller, or (y) any representation and warranty that was made by Seller fraudulently. Seller shall not be liable to any Buyer Indemnified Parties for indemnification under Section 8.2(a) in an aggregate amount greater than the Purchase Price. Notwithstanding Price (the foregoing“Fundamental Cap”); provided, that the Basket Amount and such liability cap will limitation in this sentence shall not apply with respect to any inaccuracy in or breach of Seller’s representations any representation and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14warranty that was made by Seller fraudulently. (bc) Notwithstanding anything to the contrary contained in this Agreement: (i) Buyer shall not have be liable to any obligation to provide Seller Indemnified Party for any claim for indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that 8.3(a) unless and until the aggregate amount of all such indemnifiable Losses that may be recovered from Buyer equals or exceeds the Basket AmountIndemnification Basket, in which case Buyer shall only be liable obligated to indemnify such Seller only Indemnified Party for the amount of such Losses in excess of the Basket Amount. The Indemnification Basket; and (ii) the maximum obligation aggregate amount of Buyer to provide indemnification for indemnifiable Losses which may be recovered by the Seller Indemnified Parties pursuant to Section 11.2 8.3(a) shall be limited to the an amount equal to the Purchase Price. Notwithstanding Cap; provided, that the foregoing, the Basket Amount limitations in (i) and such liability cap will (ii) shall not apply with respect to any inaccuracy in or breach of (x) any Fundamental Representation of Buyer’s representations , or (y) any representation and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datewarranty that was made by Buyer fraudulently. Buyer shall not have be liable to any obligation Seller Indemnified Parties for indemnification under Section 8.3(a) in an aggregate amount greater than the Fundamental Cap; provided, that the limitation in this sentence shall not apply to provide indemnification hereunder for any Losses unless a written notice inaccuracy in or breach of claim specifying in reasonable detail the specific nature any representation and basis of the Losses and the estimated amount of such Losses is delivered to warranty that was made by Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datefraudulently. (d) For purposes of (i) determining whether a breach of or inaccuracy in a representation or warranty has occurred pursuant to this Agreement and (ii) calculating the amount of Losses arising from a breach of or inaccuracy in order to calculate the Basket Amount any representation and determine rights warranty for which an Indemnified Party is entitled to indemnification under this Article XIAgreement, the representations each representation and warranties set forth warranty contained in Articles IV and V this Agreement shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be the words “material,” correct or true in “all material respects,” have a ”, “Material Adverse Effect,”, “in any material respect”, “in all material respects” and similar phrases or qualifiers (and shall be or not be “reasonably expected to have a Material Adverse Effect” (or other treated as if such words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause were deleted from such representation or warranty warranty). (e) The amount to which any Indemnified Party is entitled hereunder shall be inaccuratereduced by the amount of insurance proceeds actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to collect such insurance proceeds and less increases in premiums attributable to such amounts.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller , the indemnification set forth in this Article VIII shall not have cover any obligation claim until the cumulative amount of all indemnifiable Losses incurred, suffered or paid by the Indemnified Party, or the damages claimed against the Indemnified Party in actions for which the Indemnifying Party is responsible for defending hereunder, exceeds $50,000 in the aggregate, whereupon the Indemnified Party shall be entitled to provide indemnification under this Agreement for Losses pursuant to Section 11.1 except to the extent that the aggregate full amount of all such indemnifiable Losses exceeds and any additional indemnifiable Losses thereafter, subject to the limitation set forth in the following sentence of this Section 8.5. The sole recourse of Purchaser and its Affiliates (including, without limitation, AmTec) and their respective representatives, for their respective indemnifiable Losses shall be Seller's relinquishment and redelivery of shares of the Issued Stock free and clear of all encumbrances (valued on the basis of the average low and high prices during the most recently completed week prior to the Final Determination of the amount of indemnifiable Losses but in no event less than $175,000.00 (the “Basket Amount”1.35 per share) in which case a number equal, based on their value, to the amount of the indemnifiable Losses claimed. In the event Seller shall be liable have sold all or a portion of the Issued Stock prior to Buyer only for such Losses the Final Determination of the amount of indemnifiable Losses, Seller's liability in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 the aggregate shall be limited to (i) the relinquishment and redelivery of shares of the Issued Stock still beneficially owned by Seller, as provided in the preceding sentence of this Section 8.5, plus (ii) an amount in cash equal to the Purchase Price. Notwithstanding aggregate proceeds received by Seller upon disposition of the foregoingportion of the Issued Stock no longer beneficially held by Seller, provided that Seller shall have the Basket Amount option, in its sole discretion, to purchase stock of AmTec in the public market and use such liability cap will not apply with respect stock to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except satisfy its obligations under this Article VIII on the same basis as if such stock was still owned prior to the extent that Final Determination of the aggregate amount of all such Losses exceeds indemnifiable Losses. In the Basket Amountevent that Seller receives assets other than cash upon the disposition of Issued Stock, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under amount of proceeds for purposes of this Article XISection 8.5, the representations and warranties set forth in Articles IV and V assets shall be read without giving effect valued at their fair market value, as determined by a third party acceptable to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state both Purchaser and Seller on the date of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratetheir receipt by Seller.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Notwithstanding anything in this Article 8 to the contrary, no Party shall not have any indemnification obligation to provide indemnification for Losses pursuant to Section 11.1 except hereunder to the extent that a claim for indemnification is related to a representation, warranty or covenant for which the aggregate amount survival period specified in Article 7 has expired and is made after such expiration. For the avoidance of all such Losses exceeds $175,000.00 (doubt, it is understood and agreed that the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess expiration of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply survival period with respect to any breach of Seller’s representations particular representation, warranty or covenant shall have no effect upon a claim for indemnification related to such representation, warranty or covenant that was properly made prior to such expiration, and warranties the Party making such claim may pursue such claim as set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14this Agreement until it is resolved or abandoned. (b) Buyer Notwithstanding anything in this Article 8 to the contrary, no Lufkin Indemnitee shall not have any obligation be entitled to provide indemnification for Losses indemnified from the Seller pursuant to Section 11.2 except to 8.1 until such time as the extent that the cumulative, aggregate amount of all Losses suffered by such Losses Lufkin Indemnitee exceeds $25,000 (the Basket Amount“Deductible”), in after which case Buyer time such Lufkin Indemnitee shall be liable entitled to Seller only indemnification for such the full amount of Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 Deductible; provided, however, that the Deductible shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any claims based on the fraud, intentional misconduct or gross negligence of the Seller or to any claims based on any breach by the Seller of Buyer’s representations and warranties set forth any representation or warranty contained in Sections 5.1Section 4.2, 5.24.3, 5.3, 5.5 and 5.74.4 or 4.17 or of any of his covenants or agreements contained herein. (c) Notwithstanding anything in this Article 8 to the contrary, no Seller Indemnitee shall be entitled to indemnification from Lufkin pursuant to Section 8.2 until such time as the cumulative, aggregate amount of Losses suffered by such Seller Indemnitee exceeds the Deductible, after which time such Seller Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not have apply to any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, claims based on the third anniversary fraud, intentional misconduct or gross negligence of the Closing Date. Buyer shall not have Lufkin or to any obligation to provide indemnification hereunder for claims based on any Losses unless a written notice breach by Lufkin of claim specifying any representation or warranty contained in reasonable detail the specific nature and basis Section 5.2 or 5.3 or of the Losses and the estimated amount any of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateits covenants or agreements contained herein. (d) The Seller shall not be liable for indemnification obligations under this Article 8 in the aggregate in excess of an amount equal to $6,125,000; provided, however, that the limitation set forth in this Section 8.3(d) shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of the Seller or to any claims based on any breach by the Seller of any representation or warranty contained in Section 4.2, 4.3, 4.4 or 4.17 or of any of his covenants or agreements contained herein. (e) For purposes of determining calculating the aggregate amount of Losses in order claimed by a Party entitled to calculate the Basket Amount and determine rights to receive indemnification under this Article XIhereunder (an “Indemnitee”), the representations and warranties set forth in Articles IV and V amount of each Loss shall be read without giving effect reduced by the amount of any third-party insurance benefits which the Indemnitee received in respect of or as a result of such Losses, less the reasonable costs incurred by the Indemnitee to any Materiality Requirement set forth thereinrecover those insurance benefits to the extent such costs are not otherwise recovered. As used in this If a Lufkin Indemnitee has been paid out of the Escrow Account pursuant to the terms hereof and of the Escrow Agreement, a “Materiality Requirement” shall mean any requirement and such Lufkin Indemnitee later receives insurance benefits with respect to the same Loss giving rise to the payment out of the Escrow Account, then the amount of such insurance benefits shall: (i) if the Escrow Agreement is effective, be deposited in a representation the Escrow Account and then paid out in accordance with the terms of the Escrow Agreement or warranty that a condition(ii) if the Escrow Agreement is no longer effective, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected paid to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe Seller.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be -------------------- --- made prior to the contrary contained in expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Agreement: Article VIII shall ------------ expire 18 months after the Closing Date (a) Seller except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not have be obligated to pay any amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation hereunder exceeds $75,000, ---- whereupon the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to provide Global hereunder exceed $12,000,000 (except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2 or 3.3 which shall be limited to the Purchase Price). Global shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $75,000, whereupon Global shall be liable for Losses pursuant all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Global to Section 11.1 Sellers for joint and several claims hereunder exceed $12,000,000, except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal Earned Payout Amount is validly earned hereunder and is not otherwise paid by Global to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket AmountSellers, in which case Buyer the sum of the Earned Payout Amount plus $12,000,000 shall be liable the maximum aggregate liability of Global to Seller only for such Losses Sellers. However nothing in excess of this Article VIII shall limit Global or the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Sellers in exercising or securing any ------------ remedies provided by applicable common law with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis conduct of the Losses and Sellers or Global in connection with this Agreement or in the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m.damages that it can recover from the other in the event that Global or the Sellers successfully proves gross negligence, Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying intentional fraud or intentional fraudulent conduct in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in connection with this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have The representations and warranties of CACI and the Subsidiaries set forth in this Agreement will survive only for a period of one calendar year after the Closing Date, and any obligation claim for indemnification under Section 9.1 must be asserted by notice to provide indemnification for Losses pursuant to Section 11.1 except to CACI within one calendar year after the extent Closing Date, or the same will be null and void; provided, however, that the aggregate amount representations, warranties and covenants made by CACI and the Subsidiaries under Section 4.15 will survive until sixty days after the expiration of all the applicable statutes of limitations (including any waivers or extensions) on assessment and collection of the Tax to which such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only representation, warranty or covenant relates. If any claims for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach Taxes have been made pursuant to Sections 9.1 and the same are still pending or unresolved at the expiration of Seller’s representations and warranties set forth in Sections 4.1the survival period, 4.2, 4.3, 4.8, and 4.14such claims will continue to be subject to the indemnification provisions of this Agreement. (b) Buyer shall Any covenant or agreement by the parties hereto which by its terms contemplates performance after the Closing Date will survive the Closing Date, including the obligations and liabilities of CACI under Section 9.3. (c) CACI will not have any obligation be obligated to provide indemnification for Losses indemnified pursuant to indemnify Compuware under Section 11.2 except to the extent that 9.1 unless and until the aggregate amount of all Losses for which indemnity is provided under such Losses exceeds the Basket AmountSection 9.1 reaches $250,000, in which case Buyer shall event CACI will be liable obligated to Seller only indemnify Compuware for such all applicable Losses in excess of the Basket Amount. The maximum obligation first $100,000 of Buyer to provide all aggregate Losses; provided, however, that the indemnification for Losses pursuant to Section 11.2 shall be limited to threshold of $250,000 and the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap indemnification deductible of $100,000 will not apply with to the indemnification obligations of Section 9.1 specifically relating to Taxes nor will any amounts paid in respect of Section 9.1 reduce such indemnification threshold or affect such indemnification deductible as the same may apply to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder other claims for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateindemnification. (d) For If Compuware has received payment from the Indemnity Escrow Fund with respect to Losses pursuant to Sections 9.1 specifically relating to Taxes or any Losses pursuant to Section 9.1 resulting from a breach of the representation and warranties in Sections 4.6 and 4.15 (or any other Tax related provision of this Agreement) above or any Losses pursuant to Section 9.3 (collectively, the "Tax, IP and General Losses") and, thereafter, Compuware has received or is entitled to receive indemnification for other Losses ("Other Losses"), which, in the aggregate together with the Tax, IP and General Losses, exceed the Indemnity Escrow Cap, Compuware will nonetheless be entitled to collect from, and pursue, CACI for payment of, and CACI will pay to Compuware, (1) any Losses pursuant to Section 9.1 arising under the indemnification obligation with respect to Sections 4.6 and 4.15 (or any other provision of this Agreement specifically regarding Taxes), and any Losses pursuant to Section 9.3, to the extent unpaid and (2) any Other Losses up to the amount of the Indemnity Escrow Cap. (e) Notwithstanding anything herein to the contrary, Losses will not include punitive damages. Notwithstanding the preceding sentence, Losses will include amounts recoverable or recovered from Compuware by a third party (which third party will not include an affiliate of Compuware) which constitute punitive damages. Notwithstanding anything herein to the contrary, Losses will not include "lost profits" or "lost revenues", unless "lost profits" or "lost revenues" are included in claims of third parties against Compuware. Notwithstanding the preceding sentence, for purposes of determining this Article 9, "lost profits" or "lost revenues" means a negative impact on future revenues or profits of Compuware arising as an indirect or secondary consequence of a breach of a representation, warranty, covenant or agreement but "lost profits" or "lost revenues" will be included in Losses to the extent they are the direct consequence of a breach of a representation, warranty or covenant. (f) The parties agree that any indemnification payment made by CACI under Sections 9.1 or 9.3 to Compuware is an adjustment to the Purchase Price, and they agree to consistently so treat any such payment on any Tax Return or claim for refund that they file, in order any administrative or appeals procedure, judicial proceedings, or any other situation in which a characterization of such a payment is made. (g) Each party hereby acknowledges and agrees that, from and after the Closing Date, its sole and exclusive remedy with respect to calculate any and all claims relating to the Basket Amount subject matter of this Agreement will be pursuant to the provisions set forth in this Article 9, and determine that, with respect to the rights of Compuware pursuant to indemnification this Article 9 and the Indemnity Escrow Agreement, recovery from the Indemnity Escrow Fund will be the sole and exclusive remedy of Compuware for all Losses arising out of any breach of any of the representations, warranties, covenants or other obligations given or made by CACI in this Agreement or the Schedules hereto, or any certificates or written instruments delivered in connection herewith, except as provided in Section 9.3 or Section 9.6(d), and except for any claims based on fraud and/or Tax, IP and General Losses, for which Losses will not be so limited. In furtherance of the foregoing, but subject to the exceptions set forth in the immediately proceeding sentence, each party hereby waives, from and after the Closing Date, to the fullest extent permitted under applicable law, any and all claims, rights and causes of action (other than claims of fraud and claims arising under this Article XI9) it may have relating to the subject matter of this Agreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise. (h) [omitted from original document] (i) [omitted from original document] (j) In determining the obligation of CACI to indemnify Compuware pursuant to this Article 9 or the Indemnity Escrow Agreement, all references in the Agreement or in any certificates delivered in connection with this Agreement to the terms "material", "materiality", "Material Adverse Change", "Material Adverse Event" or variants thereof will be disregarded for the purpose of determining whether there has been any misrepresentation or breach of warranty, except for the representations and warranties set forth contained in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateSection 4.16.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim. Except for any claims for breach of the contrary contained in representations and warranties of Seller and Shareholder under Sections 3.3 or 3.14 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations except for claims made prior to such date which claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Agreement: Article VIII shall expire on the second anniversary of the Closing Date (a) except for claims made prior to such date which shall continue after such date until finally resolved). Seller and Shareholder shall not have be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses which Buyer is entitled hereunder exceeds $175,000.00 (the “Basket Amount”) in which case 150,000, whereupon Seller shall be liable to Buyer only for all amounts for which indemnification may be sought. For purposes of Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such Losses in excess event or fact to constitute a misrepresentation or breach of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 such representation or warranty shall be limited to an amount equal to the Purchase Priceignored. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer no event shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount liability of all such Losses exceeds the Basket Amount, in which case Seller and Shareholder to Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to exceed the Purchase Price. Notwithstanding the foregoing, the Basket Amount However nothing in this Article VIII shall limit Buyer or Seller and such liability cap will not apply Shareholder in exercising or securing any remedies provided by applicable common law with respect to any breach the conduct of Buyer’s representations Seller and warranties set forth Shareholder or Buyer in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying connection with this Agreement or in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on damages that it can recover from the third anniversary of other in the Closing Date. event that Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation successfully proves intentional fraud or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.intentional fraudulent conduct

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller shall not have any obligation to provide indemnification for the maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining (on behalf of the Sellers) by Buyer Indemnified Parties pursuant to Section 11.1 except to 9.2(a) shall be $1,500,000 (the extent “Cap”); provided, that the Cap shall not be applicable in respect of any breach of a Company/Seller Fundamental Representation and provided further that in no event shall the aggregate amount of all such indemnifiable Losses that may be recovered from Coeur Mining by Buyer Indemnified Parties under this Article IX exceed the sum of (x) the Closing Cash Consideration and (y) the amount that Buyer 1 and Buyer 2 have paid Coeur in accordance with the Notes; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from ASM Parent (on behalf of the Buyer Parties) by Seller Indemnified Parties pursuant to Section 9.3(a) shall be equal to the Cap; provided, that the Cap shall not be applicable in respect of any breach of a Buyer Parties Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from ASM Parent by Seller Indemnified Parties under this Article IX exceed the Closing Cash Consideration; (iii) other than with respect to any Losses to the extent arising out of or resulting from any breach of any Company/Seller Fundamental Representation, Coeur Mining shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining equals or exceeds an amount equal to $175,000.00 200,000 (the “Basket Deductible Amount”) ), in which case Seller Coeur Mining shall be liable to Buyer only for such the Losses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by Coeur Mining or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $175,000.00. The maximum obligation 25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) other than with respect to any Losses to the extent arising out of or resulting from any breach of any Buyer Parties Fundamental Representation, ASM Parent shall not be liable to any Seller to provide Indemnified Party for any claim for indemnification for all Losses pursuant to Section 11.1 shall 9.3(a) unless and until the aggregate amount of indemnifiable Losses that may be limited to recovered from ASM Parent equals or exceeds an amount equal to the Purchase Price. Notwithstanding Deductible Amount, in which case ASM Parent shall be liable only for the foregoingLosses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Seller Indemnified Party or shall be reimbursable by ASM Parent or shall be included in calculating the Basket aggregate Losses for purposes of this clause (iv) other than Losses in excess of the Minimum Loss Amount and resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (v) Neither Coeur Mining nor ASM Parent shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement and, in particular, no “multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the amount of any Losses; regardless of the legal theory under which such liability cap will not apply with respect or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and (vi) no party shall have a right to make a claim for any breach of Seller’s representations Loss for contingent or inchoate claims and warranties set forth may claim only for a Loss that has, in Sections 4.1fact, 4.2, 4.3, 4.8, and 4.14been paid or incurred. (b) Buyer shall Each Indemnified Party will seek full recovery of all amounts under any insurance, indemnity, reimbursement arrangement, contract or other methods of recovery available to such Indemnified Party or its Affiliates in connection with the facts giving rise to any Losses (each, an “Alternative Recovery”) to the same extent as such Indemnified Party would if such Loss were not have any obligation subject to provide indemnification for Losses indemnified pursuant to Section 11.2 except hereunder. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply its insurer may have with respect to any breach indemnifiable Losses. Without limitation to the foregoing provisions of Buyer’s representations and warranties set forth this Section 9.5(b), no Buyer Indemnified Party shall have any right to assert any claims under this Article IX with respect to any Losses that would have been covered by any Alternative Recovery had such Buyer Indemnified Party maintained for the benefit of the Acquired Companies (or caused the Acquired Companies to maintain) the same insurance coverage or other rights following the Closing that was in Sections 5.1effect for Acquired Companies immediately prior to the Closing. In the event that the Indemnified Party receives recovery of any amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, 5.2, 5.3, 5.5 and 5.7the Indemnified Party will promptly refund an equal amount to the Indemnifying Party. (c) Seller The parties shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any such claim, liability or Loss. In the event that a party shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other party shall not have be required to indemnify any obligation to provide indemnification hereunder Person for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m.claim, Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall liability or Loss that could reasonably be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (been avoided if such efforts had been made. Without limiting the generality of the foregoing, the parties shall, or other words or phrases of similar effect or impact) in order for shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such condition, event or state of facts Loss were not subject to cause such representation or warranty to be inaccurateindemnification hereunder.

Limits on Indemnification. (a) Notwithstanding anything any provision to the contrary contained in this Agreement: , the indemnifications in favor of the Buyer Indemnified Parties contained in Section 8.2(a)(i): (ai) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that be effective until the aggregate dollar amount of all Indemnifiable Losses indemnified against under such Losses section exceeds $175,000.00 2 1/2% of the Purchase Price (the “Basket "Seller's Threshold Amount”) "), in which case event the Buyer Indemnified parties may claim indemnification for the full amount of such claims, or any portion thereof, including the Seller's Threshold Amount; and (ii) shall terminate once the dollar amount of all Indemnifiable Losses paid to the Buyer under such section aggregates 100% of the Purchase Price (the "Seller's Cap Amount") and the Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply thereafter have no further obligations or liabilities with respect to any breach such Indemnifiable Losses; provided, however, that the Seller's Threshold Amount and the Seller's Cap Amount shall not apply to any indemnification by the Seller for any Indemnifiable Losses relating to, resulting from or arising out of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14a provision of this Agreement other than Section 8.2(a)(i) (even if a claim therefor could have been made pursuant to Section 8.2(a)(i)). (b) Buyer Notwithstanding any provision to the contrary contained in this Agreement, the indemnifications in favor of the Seller Indemnified Parties contained in Section 8.3(a)(i): (i) shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that be effective until the aggregate dollar amount of all Indemnifiable Losses indemnified against under such Losses section exceeds 2 1/2% of the Basket Purchase Price (the "Buyer's Threshold Amount"), in which case event the Seller Indemnified Parties may claim indemnification for the full amount of such claims, or any portion thereof, including the Buyer's Threshold Amount; and (ii) shall terminate once the dollar amount of all Indemnifiable Losses under such section aggregates 100% of the Purchase Price (the "Buyer's Cap Amount") and the Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply thereafter have no further obligations or liabilities with respect to any breach such Indemnifiable Losses; provided, however, that the Buyer's Threshold Amount and the Buyer's Cap Amount shall not apply to any indemnification by the Buyer for any Indemnifiable Losses relating to, resulting from or arising out of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7a provision of this Agreement other than Section 8.3(a)(i) (even if a claim therefor could have been made pursuant to Section 8.3(a)(i)). (c) Seller shall not have any obligation to provide To the extent that an indemnification hereunder for any Losses claim can be made pursuant to more than one provision of Sections 11.1 unless a written notice of claim specifying 8.2 or 8.3 herein, the party seeking indemnification may elect, in reasonable detail the specific nature and basis of the Losses and the estimated amount of its sole discretion, which indemnification to seek, but shall be entitled to only one such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datepayments. (d) For purposes The amount of determining Losses any Indemnifiable Loss suffered by a Buyer Indemnified Party or a Seller Indemnified Party shall be reduced by any third party insurance or other indemnification benefits which such party or its representatives receives in order to calculate the Basket Amount and determine rights to respect of or as a result of such Indemnifiable Loss. If any Indemnifiable Loss for which indemnification under this Article XIis provided hereunder is subsequently reduced by any third party insurance payment or other indemnification recovery from a third party, the representations and warranties set forth in Articles IV and V amount of the reduction shall be read without giving effect remitted to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation the Buyer Indemnified Party or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethe Seller Indemnified Party as appropriate.

Limits on Indemnification. (a) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, respectively, pursuant to SECTION 9.2(a) or 9.3(a), respectively, for any individual item where the Damages relating thereto for which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder are less than $50,000. (b) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or any Seller Indemnified Party, respectively, pursuant to SECTION 9.2(a) or 9.3(a), respectively, unless the aggregate amount of Damages for which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder exceeds $15,000,000, and in such case Seller or Purchaser, as applicable, will only be required to indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, for Damages in excess of the first $15,000,000 of aggregate Damages. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to , the extent that the aggregate maximum amount of all such Losses exceeds $175,000.00 Damages for which Seller or Purchaser will be obligated to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, for under SECTION 9.2(a) and (the “Basket Amount”C) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount or SECTION 9.3(a) and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m.), Houstonrespectively, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datewill be $100,000,000. (d) For purposes Seller will have no liability for a breach of determining Losses SECTION 4.19(c) or 4.19(d) for failing to disclose any service or Contract that is required thereby to be listed on SCHEDULE 4.19(c) or 4.19(d), as applicable, if either (i) Seller currently provides such service in order the operation of its business to calculate its existing business units, or has a Contract with a third-party vendor with respect to the Basket Amount services provided to the Business under such Contract and determine rights such service of Purchaser or provided by the third-party vendor can be adapted without material burden to perform such service for the Business or (ii) the Business is able to obtain (after using commercially reasonable efforts) such products or services on substantially equivalent terms and conditions (as to the Business) from a no less qualified third- party vendor. (e) In case any event occurs which would otherwise entitle either party to assert a claim for indemnification hereunder, no Damages will be deemed to have been sustained by such party to the extent of (i) any Tax savings actually realized by such party with respect thereto in the year in which such event occurs or in any earlier year, or (ii) any proceeds received by such party from any insurance policies with respect thereto. In the event a party (x) actually realizes a tax benefit as a result of an event that entitles such party to indemnification under this Article XIhereunder in a year after such event occurs, (y) such tax benefit was not taken into account in the representations calculation of Damages previously payable to such party and warranties set forth (z) such party received payment of Damages owed to it as a result of such indemnifiable event, such party shall pay to the party that made such indemnification payment the amount of such tax benefit actually realized in Articles IV and V shall be read without giving effect such later year, such payment to any Materiality Requirement set forth therein. As used occur no later than 30 calendar days following the filing of the Tax Return reflecting such benefit. (f) Notwithstanding anything to the contrary in this Agreement, Damages shall expressly exclude consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits and similar items, unless arising out of a “Materiality Requirement” shall mean Third Party Claim. (g) The amount of any requirement Damages claimed by Purchaser hereunder will be reduced to the extent that Purchaser receives the benefit of an adjustment pursuant to SECTION 2.3 hereof in a representation which the item that is the subject of the indemnification claim was specifically taken into account in the determination of the Final Statement. (h) To the extent that Seller or warranty that a conditionPurchaser discharges any claim for indemnification hereunder, the Indemnifying Party will be subrogated to all related rights of the Indemnified Party against third parties. (i) Each Indemnified Party will be obligated in connection with any claim for indemnification under SECTIONS 9.2 and 9.3 to use commercially reasonable efforts to mitigate Damages upon and after becoming aware of any event or state of fact which could reasonably be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to give rise to such Damages. (j) Seller will have no obligation to indemnify the Purchaser Indemnified Parties pursuant to SECTION 9.2(c) insofar as the Environmental Liabilities arise from any Purchaser Indemnified Party soliciting involvement by a Material Adverse Effect” (Governmental Authority or any Purchaser Indemnified Party conducting, or causing to be conducted, any soil, groundwater or other words subsurface testing, drilling or phrases excavation, that, in each such case, is not required by a Governmental Authority or Environmental Law; provided however, that this SECTION 9.2(j) will not apply to any soil, groundwater or other subsurface testing, drilling or excavation conducted (1) to address, prevent or mitigate any Release or threatened Release or violation of similar effect or impactEnvironmental Law; (2) in order for response to an Environmental Condition; provided, however, that such conditionEnvironmental Condition was not set forth on SCHEDULE 4.18 nor was such Environmental Condition identified as a Recognizable Environmental Condition (as that term is defined by ASTM 1527-00) in the Purchaser's Phase I Environmental Site Assessments conducted prior to Closing; (3) in response to a request by a third party to conduct due diligence related to a proposed sale or lease of any property or asset, event any divestiture, any financing, a public offering or state obtaining any insurance; (4) during the normal course of facts operation of the Business, including construction, expansion, operation, maintenance, redevelopment or repair of the assets, facilities and properties owned and operated by the Business; (5) to cause such representation implement Best Management Practices, as defined by an Governmental Authority or warranty to be inaccurateEnvironmental Law; or (6) or otherwise as required by Law.

Limits on Indemnification. Notwithstanding anything The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the contrary contained in this Agreementfollowing limitations: (a) Seller The Company shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 7.02 unless and until the aggregate amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which event the Company shall be required to pay or be liable for all such Losses exceeds $175,000.00 (from the “Basket Amount”) in first dollar. The aggregate amount of all Losses for which case Seller the Company shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 7.02 shall not exceed US$7.68 million. (b) Blockchain Alliance shall not be liable for any claim for indemnification pursuant to Section 7.03 unless and until the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds US$1 million, in which event Blockchain Alliance shall be limited required to an pay or be liable for all such Losses from the first dollar. The aggregate amount equal of all Losses for which Blockchain Alliance shall be liable pursuant to the Purchase Price. Section 7.03 shall not exceed US$7.68 million. (c) Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties limitations set forth in Sections 4.1, 4.2, 4.3, 4.8, Section 7.04(a) and 4.14. (bSection 7.04(b) Buyer shall not have apply to Losses arising out of or resulting from any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any inaccuracy or breach of Buyer’s representations and warranties set forth in Sections 5.1any Company Fundamental Reps, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have Blockchain Alliance Fundamental Reps or any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice failure by either the Company or Blockchain Alliance of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datetheir respective obligations under ‎Section 2.02(b). (d) For purposes The amount of determining any Losses in order to calculate payable by the Basket Amount and determine rights to indemnification Indemnifying Party under this Article XI, the representations and warranties set forth in Articles IV and V Agreement shall be read without giving effect net of any amounts actually recovered by the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount in discharge of any Materiality Requirement set forth thereinclaim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the same subject matter of such claim, then to the extent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. As used in To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which the Indemnified Party makes claims under this Agreement; provided, however, that nothing herein shall require an Indemnified Party to maintain any insurance policies, commence any proceedings against a “Materiality Requirement” third party, or obtain any insurance proceeds from other sources of indemnification available to such party in respect of the Losses. (e) An Indemnified Party shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected entitled to have a Material Adverse Effect” (or other words or phrases recover from the Indemnifying Party under this Agreement more than once in respect of similar effect or impact) in order for such condition, event or state the same portion of facts to cause such representation or warranty to be inaccuratethe same Losses suffered.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have No claim may be asserted against any obligation to provide indemnification Person for Losses Proportionate Damages, unless written notice of such claim is given pursuant to Section 11.1 except 9.7 to the extent that Principal Company Stockholder or the aggregate amount relevant Other Holder, describing in reasonable detail the facts and circumstances with respect to the subject matter of all such Losses exceeds $175,000.00 (claim, on or prior to the “Basket Amount”) date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 2.1, in which case Seller such representation, warranty or covenant shall be liable survive as to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and claim until such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14claim has been finally resolved. (b) Buyer shall not have Notwithstanding any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except provision contained in this Agreement to the extent that contrary: (i) neither the Principal Company Stockholder nor any of the Other Holders (collectively, the “Stockholders”) shall be liable to any Indemnified Party for any claim for indemnification unless and until the aggregate amount of all such Losses indemnifiable Proportionate Damages equals or exceeds the Basket Amount$3,000,000, in which case Buyer the Stockholders shall be liable to Seller only for such Losses the Proportionate Damages in excess of such amount; (ii) the Basket Amount. The maximum obligation aggregate amount of Buyer indemnifiable Proportionate Damages which may be recovered by the Indemnified Parties shall be an amount equal to provide indemnification 20% of the result of (x) the Applicable Percentage multiplied by (y) the result of $25.21 multiplied by the Fully Diluted Shares; (iii) no Proportionate Damages may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Proportionate Damages set forth in clause (i) above other than Proportionate Damages in excess of $10,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) no party hereto shall have any liability under any provision of this Agreement for Losses pursuant any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to Section 11.2 the breach or alleged breach of this Agreement; (v) the liability of each Other Holder with respect to any Proportionate Damages hereunder shall be limited to such Other Holder’s Pro Rata Portion of such Proportionate Damages. The “Pro Rata Portion” of Proportionate Damages attributable to each Other Holder shall be determined by a fraction, the amount equal numerator of which is the aggregate number of shares of Company Common Stock and Option Shares subject to Vested Company Options held by such Other Holder immediately prior to the Purchase Price. Notwithstanding Effective Time, and the foregoingdenominator of which is the sum of (x) the number of shares of Company Common Stock and Option Shares subject to Vested Stock Options held by all Other Holders plus (y) the number of shares of Class B Common Stock held by the Principal Company Stockholder, in each case immediately prior to the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7Effective Time. (c) Seller For all purposes of this Article VII, “Proportionate Damages” shall not have be net of (i) any obligation insurance or other recoveries payable to provide the Indemnified Party or its Subsidiaries in connection with the facts giving rise to the right of indemnification hereunder and (ii) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Proportionate Damages (including, without limitation, the net present value (using the Indemnified Party’s average cost of borrowing for the year in which such Proportionate Damages are first accrued, incurred or paid) of any Losses pursuant to Sections 11.1 unless a written notice of claim specifying Tax benefit arising in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datesubsequent taxable years). (d) For purposes The Indemnified Parties and the Principal Company Stockholder shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to resolve any such claim or liability. In the event that any of determining Losses in order Indemnified Parties and the Principal Company Stockholder shall fail to calculate make such commercially reasonably efforts to resolve any claim or liability, then notwithstanding anything else to the Basket Amount and determine rights to indemnification under this Article XIcontrary contained herein, the representations and warranties set forth in Articles IV and V other party shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have a Material Adverse Effect” been avoided if the Indemnified Parties and the Principal Company Stockholder, as the case may be, had made such efforts. (or other words or phrases e) Notwithstanding any provision contained in this Agreement to the contrary, the Principal Company Stockholder shall not be required to make any payment as indemnification hereunder unless and until it has received, pursuant to the Redemption Agreement, an amount at least equal to the amount of similar effect or impact) in order for any such condition, event or state of facts to cause such representation or warranty to be inaccuratepayment.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification no liability for Losses pursuant to Section 11.1 except to the extent that solely for breaches of representations and warranties set forth in ARTICLE II unless and until the aggregate amount of Losses for all such Losses claims asserted by the Indemnified Party exceeds $175,000.00 (the “Basket Amount”) Basket, in which case event Seller shall only pay and be liable to Buyer only for such Losses in excess of $175,000.00the Basket. The maximum obligation foregoing limitations shall not apply to claims based upon breaches of Fundamental Representations and actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates, with respect to provide indemnification for all which, in each case, Losses pursuant to Section 11.1 in connection therewith shall be limited to an amount equal to recoverable from the Purchase Pricefirst dollar and shall not be counted in determining whether the threshold set forth in the preceding sentence has been exceeded. Notwithstanding For the foregoing, the Basket Amount and such liability cap will not apply sole purpose of determining any Losses with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1any representation, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification warranty or covenant by Seller for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIARTICLE VII (and not for determining whether or not any breaches of representations, the representations and warranties set forth in Articles IV and V shall be read without giving effect or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation materiality of matters stated therein or warranty that a condition, event as to matters having or state of fact be “material,” correct or true in “all material respects,” have not having a “Material Adverse Effect,” “materiality” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impactshall be disregarded. (b) Notwithstanding anything to the contrary in this Agreement, Seller’s aggregate Liability for indemnification pursuant to subsection Section 7.2(a)(i) will not exceed $15,500,000 (the “Cap”); provided, however, that notwithstanding the foregoing the Cap will not apply with respect to (i) any claim for indemnification pursuant to Section 7.2(a)(i) based on any breach of a Fundamental Representation, for which Seller’s Liability for indemnification, together with any Liability for indemnification otherwise pursuant to Section 7.2(a)(i) in order for the aggregate will not exceed the Purchase Price, or (ii) actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any Indemnified Party be entitled to recover under Section 7.2 after the applicable Expiration Date set forth in Section 7.1 unless a Claim Notice was delivered prior to such condition, event or state of facts to cause such representation or warranty to be inaccuratetime.

Limits on Indemnification. Notwithstanding anything (i) The Seller’s obligation to indemnify for Buyer Losses under Section 8(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the “Seller Basket”) and then the Seller shall be liable for all such Buyer Losses only to the contrary contained extent that such Buyer Losses exceed such amount and (B) shall be limited in this Agreement: the aggregate to Ten Million Dollars (a$10,000,000) (the “Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 Cap”) except to the extent that Buyer Losses exceeding the Seller Cap result from fraud or willful misconduct by or on behalf of Seller. (ii) The Buyer’s obligation to indemnify for Seller Losses under Section 8(c)(i) of this Agreement (A) shall accrue only if the aggregate amount of all such Seller Losses exceeds One Million Dollars ($175,000.00 1,000,000) (the “Basket AmountBuyer Basket”) in which case Seller and then the Buyer shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all such Seller Losses pursuant only to Section 11.1 the extent that such Seller Losses exceed such amount and (B) shall be limited in the aggregate to an amount equal to Ten Million Dollars ($10,000,000) (the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b“Buyer Cap”) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that Seller Losses exceeding the aggregate Buyer Cap result from fraud or willful misconduct by or on behalf of Buyer. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 8, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses that are in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses cash proceeds actually received by the Indemnitee pursuant to Section 11.2 such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be limited reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the amount equal to same extent that such Party would normally file claims under its insurance policies in the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach ordinary course of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7business. (civ) In no event shall Seller shall not have any obligation Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateparty). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to (i) Parent's and the contrary contained in this Agreement: (a) Seller shall not have any Seller's obligation to provide indemnification indemnify for Buyer Losses pursuant to under Section 11.1 except 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate amount to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($175,000.00 1,000,000) (the “Basket Amount”"Buyer Basket") in which case Seller and then the Buyer shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all such Parent Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except only to the extent that such Parent Losses exceed such amount. (iii) To the aggregate extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses that are in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses cash proceeds actually received by the Indemnitee pursuant to Section 11.2 such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be limited reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the amount equal to same extent that such Party would normally file claims under its insurance policies in the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach ordinary course of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7business. (civ) Seller In no event shall not have any obligation Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateparty). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable by Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 9.2(a)(i) until the aggregate amount of all claims for Damages brought by the Buyer Indemnified Parties that are indemnifiable pursuant to such Section exceeds $750,000 (the “Deductible Amount”), and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (b) no amount shall be payable by Buyer pursuant to Section 9.2(b)(i) until the aggregate amount of all claims for Damages brought by the Seller Indemnified Parties that are indemnifiable pursuant to such Section exceeds the Deductible Amount and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Buyer of its representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability) and Section 4.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller (i) pursuant to Section 9.2(a)(i) shall be an amount equal to Five Million Dollars ($5,000,000), and (ii) pursuant to Section 9.3(a)(i) or 9.3(a)(ii) shall be an amount equal to the Fixed Payment; provided, that, the indemnity cap set forth in clause (i) shall not apply to Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (and shall not be subject to such indemnity cap); (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Buyer (i) pursuant to Section 9.2(b)(i) shall be an amount equal to Five Million Dollars ($5,000,000), and (ii) pursuant to Section 9.3(b) shall be an amount equal to the Fixed Payment; (e) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in (i) the Financial Statements that are specifically identified with respect thereto, or (ii) the Closing Date Balance Sheet and taken into account in determining the Buyer Note Amount; (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any net cash proceeds of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under this ARTICLE IX, all payments shall be reduced by any Tax benefit recognized by the Indemnified Party on account of the underlying claim. A Tax benefit will be considered to be recognized by the Indemnified Party for purposes of this Section 9.4(h) in the Tax Period in which the indemnity payment occurs; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Damages subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the aggregate amount grant of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal subrogation rights to the Purchase Price. Notwithstanding Indemnifying Party is prohibited by the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess terms of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7applicable insurance policy. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against any party for breach of any representation or warranty contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 7.1, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (ai) Seller Sellers shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to clause (i) of Section 11.1 except to the extent that 7.2, unless and until the aggregate amount of all indemnifiable Losses which may be recovered from Sellers under such Losses clause equals or exceeds Two Hundred Thousand Dollars ($175,000.00 200,000) (such amount, the “Basket Deductible Amount”) in ), after which case Seller Sellers shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such those Losses in excess of the Basket Deductible Amount. The ; (ii) the maximum obligation amount of Buyer to provide indemnification for indemnifiable Losses pursuant to which may be recovered from Sellers arising out of or resulting from the causes set forth in clause (i) of Section 11.2 7.2 shall be limited to the an amount equal to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000); and (iii) no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach or alleged breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7this Agreement or any Ancillary Agreement. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For all purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVII, the representations and warranties set forth in Articles IV and V “Losses” shall be read without giving effect to net of any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (insurance or other words recoveries payable to the Indemnified Party or phrases its Affiliates in connection with the facts giving rise to the right of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateindemnification.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Following the Closing, the aggregate indemnification obligation of each Securities Recipient under Sections 6.2 and 6.3 shall not have any obligation be limited to provide indemnification for Losses the greater of (i) the aggregate value, as of the Closing Date, of the Consideration Shares and Consideration Warrants received by such Discharging Creditor pursuant to Section 11.1 except 1.2 above; or (ii) the aggregate value of such Consideration Shares and Consideration Warrants as of the date the first claim for indemnification is made by Buyer against such Discharging Creditor (the "Indemnity Value"). For purposes of this Article VI, (A) the value of each Consideration Share shall be equal to the extent that average closing price of a share of Buyer Common Stock as quoted on the aggregate amount OTC Bulletin Board (or as reported on such exchange or quotation system on which shares of all Buyer Common Stock are then traded) over the five trading days immediately preceding the date of determination (provided that, if shares of Buyer Common Stock are not then quoted or reported on any such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller exchange or quotation system, then such value shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses determined by the arbitrator appointed pursuant to Section 11.1 9.11 below), and (B) the value of each Consideration Warrant shall be equal to the amount by which the value of the shares of Buyer Common Stock underlying such Consideration Warrant (at the price determined under clause (A) above) exceeds the exercise price that would be payable if such Consideration Warrant were exercised on the date of determination. Following the Closing, the aggregate indemnification obligation of each Cash Recipient under Sections 6.2 and 6.3 shall be limited to the amount received by such Cash Recipient pursuant to Section 1.2(c) above. The aggregate indemnification obligation of Buyer under Section 6.4 shall be limited to an amount equal to $500,000, minus the aggregate amount Buyer has previously paid in satisfaction of its indemnification obligations contained in the Purchase Price. Agreement. (b) Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties limitations set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer this Section 6.6 shall not have any obligation apply to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7fraudulent misrepresentations or intentional misconduct. (c) Seller shall not have In the event any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis payment of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary indemnity obligations of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties Securities Recipients set forth in Articles IV Sections 6.2 and V 6.3 is required to be made, the Securities Recipients may satisfy such indemnity obligation by the delivery to Buyer of shares of Buyer Common Stock acquired by them pursuant to this Agreement or pursuant to the Consideration Warrants, which shares, for such purpose, shall be read without giving effect valued at the Indemnity Value thereof. Such delivery shall be accomplished, if at all, by delivery of original stock certificates and appropriate stock transfer powers executed in blank with Medallion signature guarantees, and otherwise in a form acceptable to Buyer's then current transfer agent. The number of shares of Buyer Common Stock any Materiality Requirement set forth thereinSecurities Recipient may use to satisfy such indemnity obligations shall not exceed the number of shares of Buyer Common Stock acquired by such Securities Recipient pursuant to this Agreement or pursuant to the Consideration Warrants, minus the number of shares of Buyer Common Stock sold by such Securities Recipient following the date of this Agreement. As In addition, the Securities Recipient may satisfy such indemnity obligation by surrendering to Buyer Consideration Warrants for cancellation with respect to all or a portion of the shares of Buyer Common Stock issuable thereunder. Upon such cancellation, the Securities Recipients shall be entitled to a credit against such indemnity obligation in an amount equal to the Indemnity Value of the shares with respect to which such Consideration Warrants are cancelled, less the aggregate exercise price that would be payable with respect to such shares if such Consideration Warrants were exercised with respect with respect to such shares on the date as of the date used to determine the Indemnity Value. It is understood and agreed that, if any Securities Recipient surrenders to Buyer for cancellation in accordance with this subsection (c) all of the Consideration Shares and all of the Consideration Warrants received by such Securities Recipient pursuant to this Agreement, a “Materiality Requirement” such Securities Recipient shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected no further liability pursuant to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratethis Article VI.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Seller under Sections 3.1, 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be made prior to the contrary contained expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved) and except for claims for breach of any covenant of this Agreement that by its terms expires after the second anniversary hereof, the right to make claims for indemnification provided under this Article VIII or to assert any other claim arising under or in connection with this Agreement: Agreement (aincluding, without limitation, any claim for breach of any warranty, representation, or covenant) Seller shall not have any obligation expire on the second anniversary of the Closing Date (except for claims reasonably specified in writing prior to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in date which case Seller shall be liable to Buyer only for continue after such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Pricedate until finally resolved). Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply right of Buyer to make any claim for damages with respect to any breach of Seller’s representations outstanding Company Options shall survive indefinitely and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have expire. The Seller and Shareholders shall not be obligated to pay any obligation to provide amounts for indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that under this Article VIII until the aggregate amount of all such Losses indemnification obligation hereunder exceeds the Indemnification Basket Amount, in which case Buyer whereupon the Seller and Shareholders shall be liable to Seller only for such Losses all amounts in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Indemnification Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1for which indemnification may be sought; provided, 5.2however, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail that the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Indemnification Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall will be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “reduced by $50,000 for all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order claims for such condition, event or state of facts to cause such representation or warranty to be inaccurate.which

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Indemnified Party’s sole and exclusive remedy with respect to any and all Losses shall be limited to, and shall not have any obligation to provide exceed, the Escrow Amount; except as provided in Section 4.5 below. No indemnification for Losses pursuant to Section 11.1 except to the extent that this ARTICLE IV shall be made unless the aggregate amount of all such Indemnified Losses incurred by the Indemnified Parties hereunder exceeds Seven Hundred Fifty Thousand Dollars ($175,000.00 750,000) (the “Basket Threshold Amount”) ), in which case Seller case, subject to Section 4.4, the entire amount of all Indemnified Losses suffered by the Indemnified Parties (from the first dollar of Loss without reference to the Threshold Amount) shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide recoverable by the Indemnified Parties; provided, however, that indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply claims with respect to any breach Special Losses shall be (i) recoverable from the first dollar of Seller’s representations and warranties set forth in Sections 4.1Loss without any reference to, 4.2or any requirement to exceed, 4.3, 4.8the Threshold Amount, and 4.14(ii) included, notwithstanding the preceding clause (i), as Indemnified Losses for the purposes of determining whether the Threshold Amount has been realized or exceeded. (b) Buyer shall not have any obligation to provide No Indemnified Party may make a claim for indemnification under Section 4.2 for Losses indemnified pursuant to Section 11.2 except to breach by the extent that the aggregate amount Indemnifying Party of all such Losses exceeds the Basket Amounta particular representation, warranty, covenant or agreement by NMI contained herein, in which case Buyer shall be liable to Seller only for such Losses any schedule, exhibit or certificate delivered under this Agreement or in excess respect of any Loss, including any Special Losses, after the expiration of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties applicable survival period set forth in Sections 5.1Section 2.30; provided that any (i) claim arising in connection with a Claim Notice delivered on or prior to the expiration of the applicable survival period shall survive (and shall be fully “tolled” for all purposes of this Agreement) for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period until such claim is finally resolved, 5.2, 5.3, 5.5 and 5.7(ii) any Special Retention Claim Notice 50 may be delivered at any time on or prior to the second anniversary of the Effective Time irrespective of any applicable survival periods that may apply to any other Claim Notices. (c) Seller Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties after the Closing shall not have be limited by the fact that any obligation to provide indemnification hereunder for Indemnified Party had knowledge of any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller breach, event or circumstance prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateClosing. (d) For purposes Notwithstanding anything to the contrary herein, no Rights Holder shall have any obligation to indemnify any Indemnified Party for any Losses that are actually recovered by the Indemnified Party under any insurance policies (net of determining any increases in premiums and costs of recovery), and the Indemnified Party shall reimburse the Rights Holders in the event of recovery (net of any increases in premiums and costs of recovery) subsequent to any indemnification payment hereunder being made; provided that nothing in this Section 4.2(d) shall be interpreted to require any Indemnified Party to obtain or maintain insurance of any kind or at any level of coverage. (e) Notwithstanding anything to the contrary herein, each Indemnified Party shall take commercially reasonable action to mitigate any Losses in order to calculate the Basket Amount and determine rights to for which such Indemnified Party seeks indemnification under this Article XIAgreement, the representations including enforcing any rights or remedies that may be available to such Indemnified Party against third parties (including insurance providers and warranties set forth in Articles IV and V similar arrangements), promptly upon becoming aware of any event that would reasonably be expected to give rise to any Losses; provided that no Indemnified Party shall be read without giving effect required under this Section 4.2(e) (i) to incur any Materiality Requirement set forth therein. As used material cost or expense in taking such action, (ii) to take any action that would materially prejudice such Indemnified Party’s ability to recover any and all Losses for which such Indemnified Party seeks indemnification under this Agreement, a “Materiality Requirement” shall mean (iii) to take any requirement action that would harm or adversely affect in a representation any manner, in the reasonable judgment of the Indemnified Party, such Indemnified Party’s business or warranty that a conditionits relationships with customers or suppliers, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impactiv) in order for such conditionrespect of any matters related to a Special Retention Claim Notice, event take any action, or state incur any cost or otherwise modify any of facts its business practices in any manner, that would, in the sole discretion of Parent, adversely affect Parent’s ability to cause such representation or warranty receive the intended benefits of the funds allocated to be inaccuratethe Special Retention Set Aside.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: , except for any claims under Section 7.02 or any claims under Section 8.02 for breaches of any of Seller’s Fundamental Reps: (ai) Seller an Indemnifying Party shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 8.02(i), unless and until the aggregate amount of all such indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $175,000.00 700,000 (the “Basket AmountBasket”) in ), after which case Seller the Indemnifying Party shall be liable to Buyer only for such those Losses in excess of the Basket; and (ii) no Losses may be claimed under Section 8.02(i) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses for purposes of determining the Basket other than Losses in excess of $175,000.0025,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. The maximum obligation amount of Seller to provide indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the indemnification for all Losses pursuant to provisions set forth in Section 11.1 8.02 shall be limited to an in the aggregate amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Escrow Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller For all purposes of this Article VIII, “Losses” shall not have be net of (i) any obligation insurance or other recoveries payable to provide indemnification hereunder for any Losses the Indemnified Party or its Affiliates (other than pursuant to Sections 11.1 unless a written notice the R&W Insurance Policy) in connection with the facts giving rise to the right of claim specifying in reasonable detail the specific nature and basis indemnification (net of the Losses expenses of recovery thereof, any deductible, unrecovered amounts or any other costs or Taxes incurred in collecting such amounts, including any premium increases or other reasonable out-of-pocket costs incurred in procuring such recovery) and (ii) any Tax benefit actually realized by such Indemnified Party or its Affiliates arising in connection with the estimated amount accrual, incurrence or payment of any such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on in the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying taxable year in reasonable detail the specific nature and basis of the Losses and the estimated amount of which such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datewere incurred. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to The Shareholder Indemnifying Parties and the contrary contained in this Agreement: Company Indemnifying Parties (aeach, an “Indemnifying Party”) Seller shall not have be liable for any obligation to provide claim for indemnification for Losses pursuant to Section 11.1 except to the extent that 8.2(a) or 8.2(b), respectively, unless and until the aggregate amount of all indemnifiable Losses which may be recovered from such Losses Indemnifying Party equals or exceeds $175,000.00 6,100 whereupon the Shareholder Indemnified Parties and the Company Indemnified Parties (the each, an “Basket AmountIndemnified Party”) in which case Seller ), respectively, shall be liable entitled to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for the full amount of such Losses. In no event shall the aggregate indemnification actually paid by an Indemnifying Party for a breach of the Fundamental Representations taken together with all Losses other indemnification actually paid by such Indemnifying Party pursuant to Section 11.1 8.2 in respect of breaches of any Fundamental Representations, exceed $61,000,000. In the event it is determined that the Company Indemnified Parties are entitled to indemnification from the Shareholder Indemnifying Parties in respect of breaches of the IP and Asset Representations, then the Company Indemnified Parties may choose to be compensated by the Shareholder Indemnifying Parties for the amount of such Losses by the return of Exchange Shares to the Company. The number of Exchange Shares to be returned to the Company pursuant to this paragraph shall be limited to an determined by dividing the dollar amount equal of the Shareholder Indemnifying Parties’ obligation for indemnification by $0.60. The parties hereto agree that this measure of damages is equitable in light of the consideration paid to the Purchase PriceShareholders pursuant to this Agreement. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified Payments pursuant to Section 11.2 except to the extent that the aggregate amount 8.2 in respect of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 any Loss shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoingof any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation contribution or warranty that a condition, event other similar payment received or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases be received by an Indemnified Party in respect of similar effect or impact) in order for any such conditionclaim. The Indemnified Party shall take, and cause their respective Representatives to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or state of facts circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to cause the minimum extent necessary to remedy the breach that gives rise to such representation or warranty Loss; provided, that nothing herein shall require any Indemnified Party to be inaccuratefile any claim under any insurance policy.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have All Indemnifiable Costs sought by any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller party hereunder shall be liable to Buyer only for net of any insurance proceeds received by such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of Seller’s representations the representations, warranties and warranties set forth in covenants of the Sellers under Sections 4.13.1, 4.23.2, 4.33.3, 4.83.6, and 4.14. 3.14, 3.17 or 6.5(d) hereof (b) Buyer shall not have any obligation to provide for which indemnification for Losses indemnified pursuant to Section 11.2 except claims must be made prior to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess expiration of the Basket Amount. The maximum obligation applicable statute of Buyer to provide indemnification for Losses pursuant to Section 11.2 limitations and if so made, such claims shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoingcontinue after such date until finally resolved), the Basket Amount and such liability cap will not apply with respect right to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller make claims for indemnification provided under this Article VIII shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, expire on the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII (other than indemnification required pursuant to Section 8.1(E) above) until the aggregate indemnification obligation sought by Buyer hereunder exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of his obligations under Section 5.6 or Section 6.5 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not have be obligated to pay any obligation to provide indemnification hereunder amounts for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $25,000, the representations and warranties set forth in Articles IV and V whereupon Buyer shall be read without giving effect to any Materiality Requirement set forth thereinliable for all amounts for which indemnification may be sought. As used in this AgreementFor purposes of Section 8.1 or 8.5, a “Materiality Requirement” shall mean any requirement in a any representation or warranty that a condition, an event or state of fact be “material,” correct material or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) , as appropriate, in order for such condition, event or state fact to constitute a misrepresentation or breach of facts to cause such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price. However nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be inaccuratea reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller herein, no Parent Indemnified Party shall not have any obligation a right to provide indemnification be indemnified for Losses pursuant to under Section 11.1 except to the extent that 8.02(a) and Section 8.02(b) unless and until the aggregate amount of all indemnifiable Losses underlying such Losses claims equals or exceeds $175,000.00 [Redacted – commercially sensitive information] (the “Basket AmountDeductible”) in which case Seller ), and then Parent Indemnified Parties shall have a right to be liable to Buyer only indemnified for such the amount of Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Deductible. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate The maximum amount of all such Losses exceeds the Basket Amountfor which Parent Indemnified Parties, in which case Buyer the aggregate, shall be liable entitled to Seller only for such Losses receive indemnification under Section 8.02(a) and Section 8.02(b) (other than in excess respect of breaches of any of the Basket AmountCompany Fundamental Representations or Section 4.22 (Taxes)) shall be an amount equal to $[Redacted – commercially sensitive information];. The maximum obligation amount of Buyer to provide indemnification Losses for Losses pursuant to Section 11.2 which Parent Indemnified Parties, in the aggregate, shall be limited entitled to the receive indemnification in respect of breaches of under Section 4.22 (Taxes) shall be an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7$[Redacted – commercially sensitive information]. (c) Notwithstanding anything to the contrary contained herein, no Seller Indemnified Party shall not have any obligation a right to provide indemnification hereunder be indemnified for any Losses pursuant to Sections 11.1 under Section 8.03(a) and Section 8.03(b) unless a written notice of claim specifying in reasonable detail and until the specific nature and basis of the Losses and the estimated aggregate amount of indemnifiable Losses underlying such Losses is delivered claims equals or exceeds the Deductible, and then Seller Indemnified Parties shall have a right to Seller prior to 5:00 p.m., Houston, Texas time, on be indemnified for the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of all such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateLosses. (d) For purposes The maximum amount of determining Losses for which Seller Indemnified Parties, in order the aggregate, shall be entitled to calculate the Basket Amount receive indemnification under Section 8.03(a) and determine rights Section 8.03(b) shall be entitled to receive indemnification under this Article XI, the representations and warranties set forth in Articles IV and V Agreement shall be read without giving effect an amount equal to any Materiality Requirement set forth therein$[Redacted – commercially sensitive information]. As used The maximum amount of Losses for which Seller Indemnified Parties, in this Agreementthe aggregate, a “Materiality Requirement” shall mean any requirement be entitled to receive indemnification in a representation or warranty that a condition, event or state respect of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases breaches of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.under Section

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementArticle VI or elsewhere in this Agreement to the contrary: (a) Seller Sellers shall not have any obligation to provide indemnification for indemnify Buyer with respect to any Claim unless and until Buyer shall have incurred Losses pursuant to Section 11.1 except to the extent that the in an aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller 50,000 (the "Stipulated Amount") in which event Buyer shall be entitled to provide indemnification be indemnified for all of its Losses pursuant to Section 11.1 commencing at $1; provided that the foregoing limitation shall be limited to an amount equal not apply to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach obligations of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Sellers under Section 4.10. (b) Buyer shall not have any no obligation to provide indemnification for indemnify Sellers with respect to any Claim unless and until the Sellers shall have incurred Losses indemnified pursuant to Section 11.2 except to the extent that the in an aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum Stipulated Amount in which event Sellers shall be entitled to be indemnified for all of their Losses commencing at $1; provided that the foregoing limitation shall not apply to the obligations of Buyer under Sections 1.3, 4.10, the Downpayment Note, the Absolute Note, the Contingent Note or in connection with any obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply pay or indemnify any Seller with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7Guarantor Debt. (c) The liability hereunder of any Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail at no time exceed the specific nature and basis portion of the Losses and the estimated amount of Purchase Price then remaining payable to such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSeller. (d) For purposes The liability hereunder of determining Losses Buyer shall at no time exceed the Purchase Price, except (i) with respect to any Buyer's Conduct Claim, in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V which case there shall be read without giving effect no limit on Buyer's obligation to any Materiality Requirement set forth therein. As used indemnify Sellers, or (ii) with respect to Buyer's or the Company's failure to pay the Guarantor Debt as and when due, in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state which case the amount of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected the Guaranty Indemnity Cap is the sole limit on Buyer's obligation to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateindemnify Sellers.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Neither Buyer nor the Sellers shall not have any obligation be entitled to provide assert a claim for indemnification for Losses pursuant to Section 11.1 except to from the extent that the aggregate amount of all such Losses exceeds $175,000.00 other party (the “Basket Amount”Sellers being considered one party for purposes of this subsection only) under the provisions of Sections 9.2, 9.3 or 9.4, as the case may be, until such time as the claims subject to indemnification by such other party exceed, in value in the aggregate, $37,500, at which case Seller time all claims, including without limitation those included in determining that such threshold amount has been met, may be asserted. Indemnity claims asserted under Section 10.1 below shall be liable to Buyer only for included in determining whether such Losses in excess of $175,000.00. threshold amount has been met. (b) The maximum aggregate indemnification obligation of Seller to provide indemnification for all Losses pursuant to the Indemnifying Sellers under Section 11.1 9.2(a), (b), (c), (e), and (f) and Section 10.1 shall be limited to an amount equal to the Purchase Pricesum of $283,047. The aggregate indemnification obligation of the Indemnifying Sellers under Section 9.2(d) shall be limited to an amount equal to the sum of $783,047. The respective indemnification obligation of each Seller (other than the Indemnifying Sellers) under Section 9.4 shall be limited to the aggregate value of the shares of Buyer's Common Stock acquired by such Seller pursuant to this Agreement (valued in accordance with subsection (d) below); provided such Seller satisfies the entire amount of such obligation pursuant to subsection (d) below. Notwithstanding any provision hereof to the contrary, each Indemnifying Seller's obligation under Section 9.4 shall be unlimited and to the extent any Indemnifying Seller indemnifies Buyer with respect to a breach of such Indemnifying Seller's own representations, warranties or covenants, such indemnification shall be deemed to have been made under Section 9.4. The aggregate indemnification obligation of Buyer under Section 9.3 shall be limited to $283,047. In the event the Indemnifying Sellers default on their obligations under this Article IX, Buyer shall have the right to suspend its performance of the Switzer Warrant and the DeSimone Warrant (collectively, the "Warrants") xxxxl such default is xxxxxxx. Any such suspension shall not be deemed to delay the expiration of the Warrants. (c) Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties limitations set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer this Section 9.6 shall not have any obligation apply to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datefraudulent misrepresentations or intentional misconduct. (d) For purposes Subject to the following provisions, in the event any payment of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, indemnity obligations of the representations and warranties Sellers set forth in Articles IV and V shall Sections 9.2 or 9.4 is required to be read without giving effect made, the Sellers may satisfy such payment by the delivery to any Materiality Requirement set forth therein. As used in Buyer of shares of Buyer's Common Stock acquired by them pursuant to this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a conditionwhich shares, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such conditionpurpose, event shall be valued at $2.50 per share in the case of Rissanen, or state $3.00 per share in the case of facts any other Seller. The number of shares of Buyer's Common Stock any Seller may use to cause satisfy such representation or warranty indemnity obligations shall not exceed the number of shares of Buyer's Common Stock acquired by such Seller pursuant to be inaccurate.this Agreement, minus the number of shares of Buyer's Common Stock sold by such Seller following the date of this Agreement. If, prior to the Escrow Release Date, any Indemnifying Seller elects to satisfy a Unicorp Claim (as defined below) by tendering shares of Buyer's Common Stock pursuant to this subsection, Buyer may elect to retain such shares

Limits on Indemnification. Notwithstanding anything The following provisions shall apply to limit the contrary contained in this Agreement:Parties’ ability to recover for Indemnifiable Losses pursuant to Section 9.2; or: {N0221423 } 65 (a) Except with respect to fraud, the aggregate liability of the Seller to indemnify the Buyer Indemnitees from and against any Buyer Indemnifiable Losses shall be limited to the Escrow Amount. (b) The Seller shall not have any obligation to provide indemnification for indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant to Section 11.1 9.2(a)(i), except with respect to Fundamental Representations, unless and until the extent that the Buyer Indemnitees have first suffered aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Indemnifiable Losses in excess of $175,000.00. The maximum obligation 0.5% of Base Price (the “Deductible”) (at which point the Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited obligated to an indemnify the Buyer Indemnitees for the amount equal of such excess up to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Indemnity Escrow Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7). (c) Seller No Indemnifying Party shall not have any obligation to provide indemnification hereunder for indemnify any Losses pursuant Indemnified Party from and against any Indemnifiable Loss resulting from a breach of a representation, warranty, covenant or agreement made in this Agreement unless on or prior to Sections 11.1 unless a the Warranty Termination Date, such Indemnified Party gives written notice of such claim specifying in reasonable detail to the specific nature and basis of the Losses and the estimated amount of such Losses is delivered Indemnifying Party pursuant to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSection 9.4. (d) The amount of any Indemnifiable Losses payable under Article IX by an Indemnifying Party will be (i) computed net of any insurance proceeds (excluding proceeds of the RWI Policy) actually recovered with respect thereto (which the Indemnified Party shall use commercially reasonable efforts to recover but shall not be required to commence litigation against any insurer or third party) net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, including any deductible paid and any resulting increase in premium or Tax costs actually realized by the Indemnified Party, (ii) net of any Tax benefit actually realized (including as a refund, reduction in Taxes payable, or credit against Tax liability) by the Indemnified Party attributable to such Loss in the year, or the subsequent two (2) years, of such Loss, (iii) reduced by any recovery from any third Person in respect of the Indemnifiable Loss net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, and (iv) net of any amounts accrued on the Final Closing Balance Sheet. Any indemnification payments made pursuant to Article IX shall be treated for all relevant Tax purposes as an adjustment to the Final Purchase Price. No Indemnified Party shall be entitled to double recovery for any adjustments to the Final Purchase Price provided for hereunder or for any Indemnifiable Losses even though such Indemnifiable Losses may have resulted from the breach of more than one of the representations, warranties, covenants and agreements contained in this Agreement or any other agreement executed in connection herewith. (e) Each Indemnified Party shall take and shall cause their respective Affiliates to take all commercially reasonable steps to mitigate the Indemnifiable Losses upon and after becoming aware of any event which would reasonably be expected to give rise to any Indemnifiable Losses, including without limitation using commercially reasonable efforts to collect available insurance proceeds and to pursue recoveries against third Persons; provided, however, such Indemnified Party shall not be required to commence litigation against any insurer or third party. The reasonable costs and expenses of mitigation hereunder shall constitute indemnifiable Losses under this Agreement. (f) The right of any Buyer Indemnitee to seek indemnification pursuant to Section 9.2(a)(i) shall not be affected or deemed waived by reason of the fact that, based on any {N0221423 } 66 facts or circumstances known, or that should have been known, by Buyer or any other Buyer Indemnitee, including from any investigation made by or on behalf of such Buyer Indemnitee, the information made available in the Data Room or given to such Buyer Indemnitee (except, for the avoidance of doubt, any disclosure of any fact or item in any portion of the Disclosure Schedules). (g) Notwithstanding any provision to the contrary herein, an Indemnified Party shall not be entitled to recover for any punitive damages (except to the extent payable, awarded or assessed against an Indemnified Party in connection with a Third Party Claim or judgment of a Governmental Entity). (h) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to whether any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean inaccuracy or breach of any requirement in a representation or warranty that a conditioncontained in this Agreement has occurred and the amount of Losses therefrom, event or state of fact the determination shall, in each case, be made without references to the terms “material,” correct or true in “all material respectsmaterially,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effectmaterial adverse effect” (or other words similar qualifications as to materiality (including specific monetary thresholds) contained or phrases of similar effect or impact) incorporated in order for such condition, event or state of facts to cause any such representation or warranty to be inaccuratewarranty. (i) EXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, THE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE IX ARE EACH PARTY’S SOLE AND EXCLUSIVE REMEDY AFTER THE CLOSING WITH RESPECT TO ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER AGAINST ANY OTHER PARTY ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY AND ALL BREACHES OR ALLEGED BREACHES OF ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE PARTIES, OR ANY OTHER PROVISION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY) AND ALL OTHER REMEDIES AND RIGHTS OF INDEMNITY OR CONTRIBUTION, WHETHER CREATED BY LAW OR OTHERWISE, EXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, ARE HEREBY WAIVED. IN FURTHERANCE OF THE FOREGOING, EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY ACTION OR PROCEEDING OF ANY KIND, IN ALL INSTANCES, FOR ITSELF AND ON BEHALF OF ANY AFFILIATE, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST ANY OTHER PARTY OR ANY REPRESENTATIVE, AGENT OR ADVISOR OF ANY OTHER PARTY, OR THEIR RESPECTIVE MEMBERS, PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES AND THEIR RESPECTIVE AFFILIATES, IN EACH CASE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE BUSINESSES, ASSETS AND OPERATIONS OF THE COMPANY, INCLUDING WITHOUT LIMITATION ALL RIGHTS TO RESCISSION, ARISING UNDER OR BASED UPON ANY LEGAL REQUIREMENTS OR OTHERWISE, OTHER THAN (I) CLAIMS FOR INDEMNIFICATION ASSERTED AS PERMITTED BY AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS ARTICLE IX (INCLUDING ANY SUCH RIGHTS, {N0221423 } 67 CLAIMS OR CAUSES OF ACTION ARISING UNDER OR BASED UPON COMMON LAW OR OTHER LEGAL REQUIREMENTS), (II) WITH RESPECT TO FRAUD OR (III) CLAIMS FOR SPECIFIC PERFORMANCE PURSUANT TO SECTION 7.3.

Limits on Indemnification. Notwithstanding anything All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim or tax benefits to the contrary contained extent actually received by such Person as a result of an indemnified claim. Regardless of any investigation at any time made by or on behalf of any Party hereto or of any information any Party may have in respect thereof: 8.4.1. The representations, warranties, covenants, and agreements respectively made by Seller and Buyer in this Agreement, in the Disclosure Schedule, or in any certificate respectively delivered by Seller or Buyer pursuant to Section 7 will survive the Closing and the Closing Date: (a) With respect to the representations and warranties of the Parties set forth in Sections 3.1, 3.3, 4.1 and 4.2, indefinitely (b) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) in the case of the representations and warranties of Seller respectively set forth in Sections 3.2, 3.35 and 4.3; (c) Until the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive; but excluding waiver or extension of the statute of limitation with respect to claims of fraud) in the case of the representations and warranties of Seller set forth in Section 3.13; and (d) Until the twelfth month anniversary of the Closing Date in the case of all other representations, warranties, covenants, and agreements. 8.4.2. If a notice or demand for indemnification is given in accordance with Section 8.2 before expiration of the applicable time period referenced above, then (notwithstanding such time period) the representation, warranty, covenant, or agreement applicable to such claim shall survive until, but only for purposes of, resolution of such claim. 8.4.3. Seller shall not have be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation to provide indemnification for Losses hereunder exceeds $50,000 in the aggregate (provided that, any liability pursuant to Section 11.1 except 8.3 shall not be subject to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case 50,000 threshold), whereupon Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall amounts for which indemnification may be limited to an amount equal to the Purchase Pricesought. Notwithstanding the foregoing, in no event shall the Basket Amount and such aggregate liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Seller hereunder exceed $4,500,000. (b) 8.4.4. Buyer shall not have be obligated to pay any amounts for indemnification under this Section 8 until the aggregate indemnification obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that Company or Seller hereunder exceeds $50,000 in the aggregate amount of all such Losses exceeds the Basket Amountaggregate, in which case whereupon Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide all amounts for which indemnification for Losses pursuant to Section 11.2 shall may be limited to the amount equal to the Purchase Pricesought. Notwithstanding the foregoing, in no event shall the Basket Amount aggregate liability of Buyer under this Section 8 exceed $4,500,000. 8.4.5. Any settlement of a claim brought against an Indemnified Party must be consented to in writing by the Indemnified Party, and such liability cap will consent shall not apply with respect be unreasonably withheld. Neither Buyer nor Seller shall be liable for punitive damages pursuant to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation claim made by another Party to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against any party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (ai) Seller no party hereto shall not have any obligation to provide indemnification Liability under any provision of this Agreement or any Ancillary Agreement for Losses pursuant to Section 11.1 except any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the extent that the aggregate amount breach or alleged breach of all such Losses exceeds $175,000.00 this Agreement or any Ancillary Agreement; and (the “Basket Amount”ii) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal the event a party hereto establishes prior to the Purchase Price. Notwithstanding Closing that any of the foregoingrepresentations and warranties to survive the Closing in accordance with Section 9.01 are not true and correct as of the Closing, the Basket Amount its sole and such liability cap will not apply exclusive remedy with respect to any such breach shall be to not close the transaction if any such breach results in the nonsatisfaction of any of the conditions contained in Article VIII and no indemnification pursuant to Article IX shall be available in connection therewith; and (iii) no breach by the Seller or Parent of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8this Agreement for any purpose hereunder, and 4.14. (b) Buyer neither the Purchaser nor any Affiliate of the Purchaser shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to claim or recourse against the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to such breach, under this Article IX or otherwise, if the Purchaser or any breach Affiliate of Buyer’s representations and warranties set forth in Sections 5.1the Purchaser had, 5.2prior to the execution of this Agreement, 5.3, 5.5 and 5.7actual knowledge of such breach. (c) Seller For all purposes of this Article IX, “Losses” shall not have be net of (i) any obligation insurance or other recoveries payable to provide the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification hereunder for or (ii) any Tax benefit available to the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses pursuant to Sections 11.1 unless a written notice (including the net present value of claim specifying any Tax benefit arising in reasonable detail subsequent taxable years, calculated using the specific nature and basis applicable short-term federal rate as defined in Section 1274(d) of the Losses Code or any successor provision and assuming the estimated amount highest applicable combined statutory rate of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying Tax then in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateeffect). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. 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) , there shall be 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 the indemnification obligations of Seller under Section 9.03 and, except as expressly set forth in this Article IX, shall not have any obligation to provide be a limitation on indemnification or other recovery. All claims for Losses indemnification pursuant to Section 11.1 except 9.03 shall be made first against the Escrow Fund to the extent that any funds remain therein and are available to satisfy such claims for indemnification, and the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller Escrow Fund shall be liable to Buyer only the sole and exclusive remedy or source of recovery for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except under this Agreement to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateremaining available funds. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have All Indemnifiable Costs sought by ------------------------------ any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller party hereunder shall be liable to Buyer only for net of any insurance proceeds received by such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of Seller’s representations the representations, warranties and warranties set forth in covenants of the Sellers under Sections 4.13.1, 4.23.2, 4.33.3, 4.83.14, and 4.14. 3.17, 3.26 or 6.5 hereof (b) Buyer shall not have any obligation to provide for which ---------------------------------------- --- indemnification for Losses indemnified pursuant to Section 11.2 except claims must be made prior to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess expiration of the Basket Amount. The maximum obligation applicable statute of Buyer to provide indemnification for Losses pursuant to Section 11.2 limitations and if so made, such claims shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoingcontinue after such date until finally resolved), the Basket Amount and such liability cap will not apply with respect right to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller make claims for indemnification provided under this Article VIII shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, expire on the third anniversary of the ------------ Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). Buyer The Sellers shall not have be obligated to pay any obligation to provide indemnification hereunder amounts for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVIII until the aggregate ------------ indemnification obligation hereunder exceeds $10,413, whereupon the representations and warranties set forth in Articles IV and V Sellers shall be read without giving effect liable for all amounts in excess of $10,413 for which indemnification may be sought. Notwithstanding the foregoing, such $10,413 amount in the preceding sentence shall be reduced to the extent the Working Capital as reflected on the Closing Balance Sheet is less than the Working Capital in the Preliminary Closing Balance Sheet. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any Materiality Requirement set forth thereinamounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for all amounts in excess of $25,000 for which indemnification may be sought. As used Notwithstanding the foregoing, in no event shall the aggregate liability of Global and Buyer to the Sellers hereunder exceed the Purchase Price. However nothing in this Article VIII shall limit Global and Buyer or the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. (a) No claim may be asserted against any party for indemnification hereunder unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the applicable Survival Date. If a written notice has been delivered prior to the expiration of the applicable Survival Date with respect to any such matter but the claim has not yet been resolved as of the expiration of the applicable Survival Date, then such indemnification obligation shall survive (but only in respect of such claim) until such claim has been finally resolved as provided in Section 9.4 (b) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant , but subject to Section 11.1 except to the extent that the aggregate amount 9.6: (i) no amounts of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller indemnity shall be liable payable as a result of any claim arising under Section 9.2 unless and until the Buyer Indemnified Parties have suffered, incurred, sustained or become subject to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to 2,000,000 (the Purchase Price. Notwithstanding “Basket”) in the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amountaggregate, in which case the Buyer Indemnified Parties may bring a claim for all Losses; (ii) the amount of any payment made as a result of a claim arising under Section 9.2 shall be liable to Seller only for such Losses in excess net of any amounts actually recovered under insurance policies by the Buyer or any of its Affiliates; and (iii) the maximum liability of the Basket Amount. The REIT I Sellers under Section 9.2 shall not exceed $17,000,000 in the aggregate, and the maximum obligation liability of Buyer to provide indemnification for Losses pursuant to the REIT II Sellers under Section 11.2 9.2 shall be limited to not exceed $58,000,000 in the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7aggregate. (c) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 9.6: (i) no amounts of indemnity shall be payable as a result of any claim arising under Section 9.3 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of Basket in the aggregate, in which case the Buyer Indemnified Parties may bring a claim for all Losses; (ii) the amount of any payment made as a result of a claim arising under Section 9.3 shall be net of any amounts actually recovered under insurance policies by the Seller or any of its Affiliates; and (iii) the maximum liability of the Buyer under Section 9.3 shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying exceed $25,000,000 in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateaggregate. (d) For purposes Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall have any liability under Sections 9.2 or 9.3 of determining Losses this Agreement for any (i) punitive, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or (ii) items or matters that have been prorated or adjusted in order accordance with Section 2.5. (e) Notwithstanding anything to calculate the Basket Amount and determine rights contrary contained in this Agreement, any indemnity payments pursuant to this Article IX shall be paid in the form of cash. In the event that any Indemnified Party is finally determined to be entitled to indemnification under this Article XIhereunder from an Indemnifying Party, the amount of such indemnification pursuant to the terms of Section 9.2 or 9.3, as the case may be (the “Indemnification Amount”), shall be immediately due and payable. To any extent any Indemnifying Party fails to pay the Indemnification Amount within 10 Business Days of a final determination, the Indemnification Amount shall accrue interest for the benefit of the Indemnified Party at a rate per annum equal to 12%, compounded monthly, until paid. (f) The Buyer acknowledges that the Sellers may purchase for the benefit of the Buyer a policy or policies of Buyer UCC Insurance from a national title insurance underwriter with respect to the representations and warranties set forth in Articles IV Section 3.2 (relating to authority), Section 3.4 (relating to capitalization), Section 3.5 (relating to the Securities) and V Section 3.6 (relating to Subsidiary equity interests), naming the Buyer as beneficiary thereto. To extent such insurance is purchased, the Buyer agrees to first seek indemnification thereunder with respect to a breach by the Sellers of any such representations and warranties, and that any amounts paid to the Buyer pursuant to such policies shall be read without giving effect to any Materiality Requirement set forth therein. As used in deemed paid by the Sellers for all purposes under this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything (a The Purchaser's remedies with respect to Losses specified in Section 5.2 shall be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Shares; provided, however, that if (i) the aggregate amount of such Losses shall be in excess of the amount of the Escrow Shares or (ii) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to which the Purchaser is entitled to indemnification pursuant to Section 5.2(b) or (c), then the Sellers shall be obligated to indemnify the Purchaser in respect of all such Losses not satisfied by delivery to the contrary contained Purchaser of Escrow Shares to the extent provided in this Article V. The Purchaser shall be entitled to assert its rights hereunder and under the Escrow Agreement in respect of the Escrow Shares with respect to the full amount of any and all of its Losses under Section 5.2, irrespective of the several nature of the Sellers' obligations under this Agreement:. (a) Seller b The Sellers shall not have any obligation to provide indemnification for Losses indemnify the Purchaser pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”5.2(a) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply hereof with respect to any breach of Seller’s representations Losses specified therein unless and warranties set forth until the Purchaser shall have incurred Losses under Section 5.2 in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the an aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of Fifty Thousand ($50,000) Dollars in which event the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 Purchaser shall be limited entitled to be indemnified for all of its Losses subject to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach provisions of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (cSection 5.5(a) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth thereinabove. As used in this Agreement, a “Materiality Requirement” "Losses" shall mean be determined after giving effect to the receipt by the Indemnitee of any requirement insurance proceeds relating to such Loss. (c The Purchaser shall not have any obligation to indemnify the Sellers pursuant to Section 5.3(a) hereof with respect to any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.3 in a representation or warranty that a condition, an aggregate amount in excess of Fifty Thousand ($50,000) Dollars in which event or state of fact the Sellers shall be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty entitled to be inaccurateindemnified for all of their Losses. (d Notwithstanding anything else contained herein to the contrary, each Seller's obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to Losses specified therein shall not exceed the value of such Seller's MSGI Stock and CIA Common Stock as determined on the date for which indemnification shall be demanded hereunder, provided, however, that (i) if such Seller has sold any of his MSGI Stock and/or CIA Stock prior to such date, then, in the case of such shares that were sold, such value shall be deemed to equal the proceeds received upon the sale or sales thereof; and (ii) any such obligation of a Seller to indemnify the Purchaser may be satisfied by delivery of such Seller's shares of MSGI Stock and/or CIA Stock having a value, determined on the date for which indemnification shall be demanded hereunder, equal to the amount of such indemnification demand. ss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 11.1 except to 13(a) unless the extent that amount of each such specific Loss exceeds twenty-five thousand dollars ($25,000) and the aggregate amount of all such Losses exceeds $175,000.00 one percent (1%) of the Purchase Price (the “Basket AmountDeductible”) ), and in which case Seller shall be liable to Buyer only for the event such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to exceed the Purchase Price. Notwithstanding Deductible, only the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount value of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket AmountDeductible shall be considered in applying this Section 13(a). The maximum obligation of Buyer to provide indemnification aggregate amount for Losses pursuant to which Seller may be liable under this Section 11.2 13 shall be limited to the amount equal to five percent (5%) of the Purchase Price. Notwithstanding . (ii) With the foregoingexception of the representation set forth in Section 3(a)(xx) which shall not survive Closing and Buyer’s obligation to indemnify Seller for all Losses arising from Buyer’s operations on the Oil and Gas Properties which shall survive for a period of five (5) years following Closing, all representations, warranties, covenants and indemnities contained in this Agreement shall survive for a period of six (6) months following the Basket Amount and such Closing, after which time neither Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of Seller or Buyer shall have any liability cap will not apply whatsoever (whether pursuant to this Agreement or otherwise) with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1such representation, 5.2warranty, 5.3, 5.5 and 5.7covenant or indemnity. (ciii) Any payments made to Seller shall not have any obligation to provide indemnification hereunder for any Losses or Buyer pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis this Section 13 shall constitute an adjustment of the Losses Purchase Price for tax purposes and the estimated amount of shall be treated as such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, by Buyer and Sellers on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datetheir tax returns. (div) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification Any Indemnifying Party shall not be liable under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect Section 13 for Losses resulting from any event relating to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a breach of representation or warranty if (1) the Indemnifying Party had no knowledge of such event and (2) the Indemnifying Party can establish that a condition, event the Indemnified Party had actual knowledge on or state before the Closing Date of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateevent.

Limits on Indemnification. (a) Notwithstanding anything to the contrary herein, absent Actual Fraud, in no event shall the aggregate liability of the Seller in connection with this Agreement or the Transaction Documents, including the transactions contemplated herein and therein, exceed the Purchase Price. (b) The Buyer Indemnified Parties shall take, and shall cause the Companies to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto. The Seller Indemnified Parties shall take and cause their respective Affiliates to take all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto. Such parties will each also use commercially reasonable efforts to pursue claims and collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise). The Parties agree that no Indemnified Party shall have any recourse under this Article X for any Losses that such Indemnified Party would not have suffered had such Indemnified Party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, event or circumstance giving rise to such Losses (and for an Indemnified Party that is not a natural Person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). (c) Notwithstanding the foregoing or anything herein in the contrary, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article X for any Loss underlying such indemnification claim to the extent that such Loss (or any part thereof) arises, or is increased, as a result of a change after the Closing in any accounting principle, method or policy (including any such change in GAAP or application thereof), in any Tax reporting practice of the Companies and in no event shall Seller have any liability for indemnification under this Article X for any Losses to the extent such Losses are caused or initiated by any action or omission by any Buyer Indemnified Party or any Company at the request or direction of any Buyer Indemnified Party, including to the extent any Losses resulted from the bad faith, gross negligence or willful misconduct of such Buyer Indemnified Parties. (d) The amount of any and all Losses indemnifiable under this Agreement shall be determined net of any amounts actually recovered by a Buyer Indemnified Party (or any of its Affiliates) with respect to such Losses from any third party, including any indemnity, contribution or other similar payment, or under or pursuant to any insurance policy pursuant to which or under which such Buyer Indemnitee (or any of its Affiliates) has rights (including the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds and reasonable out-of-pocket costs and any costs or expenses attributable to increases in insurance premiums. If Seller has actually indemnified or held harmless Buyer or another Buyer Indemnified Party upon a claim for indemnification pursuant to this Agreement and, subsequently, there is an actual payment under the R&W Policy (whether to Buyer, another insured under the R&W Policy or a third party) for a claim involving the same or related facts that gave rise to the indemnification claim, then Buyer shall (or shall cause the other insured under the R&W Policy to) use such insurance proceeds (net of any costs of recovery or other reasonable costs and expenses related to the insurance claim) and promptly reimburse Seller for any indemnification amount previously paid by Seller. (e) For purposes of this Article X, (i) any inaccuracy in or breach of any representation or warranty and (ii) the amount of any Losses arising from such breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; provided, however, that this Section 10.6 shall not apply to any reference to a Material Contract or a material Permit or Section 3.5(a). (f) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have , under no circumstances will any obligation Party or any of its Affiliates be entitled to provide indemnification recover more than one time for Losses pursuant to Section 11.1 except any Loss under this Agreement, and to the extent that a Party or any of its Affiliates is compensated for a matter through the aggregate amount adjustments provided for in Section 2.6 or otherwise, such Party and its Affiliates will not have a separate right to indemnification or adjustment in another portion of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only Section 2.6 for such Losses in excess matter. Without limiting the generality of $175,000.00. The maximum obligation the prior sentence, if a set of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification obligations under this Article XIX as applicable, the representations and warranties set forth in Articles IV and V only one recovery of Losses shall be read without giving effect to allowed, and in no event shall there be any Materiality Requirement set forth therein. As used in indemnification or duplication of payments or recovery under different provisions of this AgreementAgreement arising out of the same facts, a “Materiality Requirement” shall mean any requirement in a representation conditions or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateevents.

Limits on Indemnification. Notwithstanding anything All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by such Party with respect to such claim (less the contrary contained in present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 4.8, ------------ 4.19, and 4.21 hereof (for which indemnification claims must be made prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to which the right to make ------------ --- claims for indemnification under this Agreement: Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (a) Seller except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Transferor shall not have be obligated to pay any obligation to provide amounts for indemnification for Losses pursuant to Section 11.1 except to the extent that under this Article IX until the aggregate amount of all such Losses indemnification ---------- obligation sought by the Acquirer hereunder exceeds $175,000.00 (75,000, whereupon the “Basket Amount”) in which case Seller Transferors shall be liable to Buyer only for such Losses all amounts for which indemnification may be sought in excess of $175,000.00. The 75,000 up to a maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount by Transferors equal to the Purchase PriceTransfer Consideration. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by the Transferors hereunder exceeds $75,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $75,000 up to a maximum indemnification by Acquirer equal to the Stock Portion of the Transfer Consideration. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the Basket Amount and aggregate liability of any individual Transferor to the Acquirer or the Acquirer to the Transferors exceed the Transfer Consideration received by such liability cap will not apply Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to any breach the conduct of Seller’s representations and warranties set forth the Transferors or the Acquirer in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to connection with this Agreement or in the extent amount of damages that it can recover from the other in the event that the aggregate Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all such Losses exceeds Adverse Consequences paid by the Basket Amount, in which case Buyer Transferors shall be liable deemed to Seller only for such Losses in excess be a reduction of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification Transfer Consideration paid by Acquirer under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.