Common use of Limits on Indemnification Clause in Contracts

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

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

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

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a), other than with respect to the Company Indemnifying Parties Tax Representations and the Company Preferred Shareholder Indemnifying Party Fundamental Representations, shall be $4,600,000 (eachthe “Cap”); (ii) other than with respect to the Tax Representations and the Fundamental Representations, an “Indemnifying Party”(A) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from such Indemnifying Party the Seller with respect to all claims for indemnification equals or exceeds Twenty Thousand dollars $330,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyDeductible Amount”), respectively, in which case the Seller shall be entitled to indemnification liable only for the full amount Losses in excess of such Losses, the Deductible Amount; and (iiB) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate losses set forth in clause (iLosses for purposes of Section 8.2(a) above other than Losses in excess of Two Thousand Dollars $10,000 ($2000the “Minimum Loss Amount”) resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and ; (iii) in no event the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) with respect to any Tax Representation or any Fundamental Representation shall be the aggregate indemnification actually paid Purchase Price; (iv) each Indemnifying Party’s responsibility pursuant to Section 8.2(e) or Section 8.3(c) for any Indemnified Pre-Closing Environmental Liability shall be fifty percent (50%) of the amount of any Losses incurred by an the Indemnified Party (including any deductible amounts under any insurance policies that would otherwise be applicable to such Losses); provided that (A) the maximum amount the Indemnified Parties may recover from the Indemnifying Party pursuant to Sections 8.2(a), 8.2(bSection 8.2(e) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 8.3(c) shall be the sole source Indemnified Pre-Closing Environmental Liability Cap; (B) nothing in this Section 8.5(a)(iv) shall limit the remedies under any other provision of Section 8.2 or Section 8.3; and (C) the Buyer shall not be obligated to indemnify any Seller Indemnified Party pursuant to Section 8.3(c) with respect to any Loss to the extent arising or resulting from, or to the extent that such Loss was increased by any action by, or failure to act of, the Seller or its Affiliates or Representatives during, the Seller’s ownership or operation of the Owned Real Property during the Seller Parent’s period of ownership of the Seller; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party (A) pursuant to Section 8.2(a) with respect to any Loss for breach of any Environmental Representation or (B) pursuant to Section 8.2(e) with respect to any Loss arising from which any Indemnified Party may be indemnified Pre-Closing Environmental Liability, in each case to the extent that such Loss arises or results from or is increased by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (any action or cash in lieu thereof, at the election investigation of the ShareholderBuyer after the Closing, including any groundwater or soil sampling conducted after the Closing Date, except where such action or investigation is (1) required by applicable Law, a Governmental Authority or the landlord for any Leased Real Property; (2) reasonably necessary in order to avoid an Action threatened in writing by a Governmental Authority or other Person under any Environmental Law; or (3) reasonably necessary in order to prevent or mitigate an actual and substantial endangerment to human health or the environment; (vi) the Seller shall not be the sole source from which obligated to indemnify any Buyer Indemnified Party may pursuant to Section 8.2(a) with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Statement, the Interim Financial Statements or the Financial Statements; (vii) the Seller shall not be indemnified by obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the Shareholder extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.9; and (viii) notwithstanding anything to the contrary in this Agreement, other than in respect of indemnification for a Third Party Claim and as an element of damages of such Third Party Claim, no party hereto shall have any liability under any provision of this Article VIIIAgreement 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. (b) In no event The amount of any and all Losses under this Article VIII shall be determined net of (i) any Tax benefit available to the applicable Indemnified Party be entitled to recover or make a claim for any amounts its Affiliates arising in respect ofconnection with the accrual, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect incurrence or exemplary damages, or for any diminution in value (including any changes measured as a multiple payment of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Losses in the taxable year in which the indemnifiable Loss is incurred or the following taxable year, (ii) any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (less any out-of-pocket expenses incurred in collecting such amounts and less the net present value of any increase in premiums resulting from the claims that resulted in such recovery) and (iii) any insurance or other recoveries payable to the Indemnified Party or its Affiliates pursuant to the Title Policy. Each party hereby waives, to the extent actually awarded by a court of competent jurisdiction and paid permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to a third party in a Third Party Claimany indemnifiable Losses. (c) No investigation The Buyer and the Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by an Indemnified Partymaking, or knowledge by an causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim, liability or its representatives of a breach of a representationLoss. In the event that the Buyer or the Seller shall fail to make such reasonable efforts, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the foregoing, the Buyer and the Seller shall, or shall cause the applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under this Article VIIIall insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (d) Any Losses recoverable hereunder indemnity with respect to Tax matters arising from the breach of a representation or warranty contained in Section 3.14 or a tax-related covenant shall be reduced limited to Taxes that are incurred in amount by insurance proceedsor attributable to any period, indemnification paymentsor any portion of any period, contribution payments ending on or reimbursements actually received by any Indemnified Party in connection with such Losses, and prior to the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyClosing Date. (e) Each Solely with respect to claims for indemnification pursuant to Section 8.2(a) and Section 8.3(a), in calculating the amount of Losses with respect to a breach of any representations and warranties (but not in determining whether any representations or warranties have been breached), any limitation or qualification set forth in such representations and warranties as to “materiality,” “Material Adverse Effect,” “Buyer Material Adverse Effect” and words of similar import shall be disregarded. (f) Notwithstanding anything to the contrary herein, the rights and remedies of the Buyer Indemnified Parties shall not be limited by the fact that any Buyer Indemnified Party shall takehad actual or constructive knowledge (regardless of whether such knowledge was obtained through such Buyer Indemnified Party’s own investigation or through disclosure by the other Party, and cause its Affiliates to take, all reasonable steps to mitigate representatives or any Loss upon becoming aware other Person) of any breach, event or circumstance that would circumstance, whether before or after the execution and delivery of this Agreement or the Closing. (g) For the avoidance of doubt, any Losses arising from a breach of the covenants contained in Section 5.18 shall not be reasonably expected to, or does, give rise thereto, including incurring costs only subject to the extent reasonably necessary to remedy the breach that gives rise to such Losslimitations contained in Section 8.5(a)(i) through (vii).

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

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

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo 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 Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) no Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b8.02(a) or 8.03(a), or 8.2(c) respectivelyas applicable, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon exceeds, in the Shareholder Indemnified Personscase where the Purchaser is the Indemnifying Party, an amount equal to 1.5% of the Company Indemnified Parties and Purchase Price and, in the Company Preferred Shareholder case where BSC is the Indemnifying Party, an amount equal to 1.5% of the Purchase Price less the amount of Excess Costs paid by the Purchaser pursuant to Section 5.05, after which the Indemnifying Party shall be liable only for those Losses in excess of such amount (each, an “Indemnified Party”except in the case of any Losses for any breach of any representation or warranty contained in Section 3.02(c), respectivelySection 3.10(a), Section 3.10(b) or Section 3.12(b), in which case the Indemnifying Party shall be entitled to indemnification liable for the full amount of all such Losses, ); (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 8.02(a) or 8.2(c), respectively, or shall be reimbursable by 8.03(a) or shall be included in calculating the aggregate losses Losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) 150,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(barising out of or resulting from the causes set forth in Section 8.02(a) or 8.2(c8.03(a), as applicable, taken together with all other indemnification actually paid shall be an amount equal to 10% of the Purchase Price; and (iv) except (A) in the case of Third Party Claims in which an Indemnified Party pays an amount to a third party in respect of a Claim by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(ba third party and (B) any breach of Section 5.06 (Retained Names and Marks), Section 5.10 (Non-Solicitation) or 8.2(c5.11 (Non-Competition), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) neither party hereto shall be the sole source from which have any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party liability under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim VIII for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, or loss of business reputation or opportunity; provided that the foregoing limitations in clauses (i), except (ii) and (iii) above shall not apply to any breach of Section 3.15 or the Specified Representations and Warranties; provided further that clause (iii) above shall not apply to any breach of any representation or warranty contained in Section 3.10(a), Section 3.10(b) and Section 3.12(b). In addition, no action taken by BSC or any Seller in compliance with Section 5.01(b) shall be deemed to be a breach of any representation or warranty or other covenant or agreement of BSC or any Seller under this Agreement for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimpurpose hereunder. (c) No investigation by an Indemnified PartyFor all purposes of this Article VIII, or knowledge by an “Losses” shall be net of any insurance recoveries actually paid to the Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at Affiliates under any time after insurance policy in connection with the date of this Agreement, shall affect the recourse available facts giving rise to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder right of indemnification; provided, the amount of such recovery shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party costs and expenses incurred in connection with obtaining such Losses, recovery and by the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware amount of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to increase in insurance premiums resulting from making the extent reasonably necessary to remedy the breach that gives claim giving rise to such Lossrecovery.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) no amount shall not be liable for any claim for indemnification payable pursuant to Section 8.2(a). 8.2(b), or 8.2(c10.2(a)(i) respectively, (iother than with respect to Fundamental Representations) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses pursuant to Section 10.2(a)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (b) no amount shall be payable pursuant to Section 10.2(b)(i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 10.2(b)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (c) all amounts payable to the Parent Indemnified Parties pursuant to Section 6.9 and Section 10.2(a) shall first be paid out of the available Escrow Amount and after the Escrow Amount is exhausted, shall be paid by the Equity Holders, on a several (and not joint) basis (in accordance with each Equity Holder’s respective Pro Rata Share) and in accordance with the limitations contained herein; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Parent Indemnified Parties from such Indemnifying Party equals or exceeds Twenty Thousand dollars the Equity Holders pursuant to Section 10.2(a) (other than with respect to Fundamental Representations) shall be Ten Million Dollars ($20,00010,000,000); (e) whereupon in no event shall any Equity Holder’s aggregate liability pursuant to this Agreement exceed such Equity Holder’s Pro Rata Share of the Shareholder Indemnified Persons, Aggregate Closing Consideration; (f) the Company maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Parent and Intermediate Corp pursuant to Section 10.2(b) (other than respect to Sections 5.1 (Organization and Good Standing), 5.2 (Authority and Enforceability), 5.3 (Non-Contravention), 5.6 (Brokers and Finders), 5.7 (No Financing Condition)) shall be Ten Million Dollars ($10,000,000); (g) the Company Preferred Shareholder Indemnifying amount of any Damages claimed by any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually received by such Indemnified Party (eachit being agreed that, an “promptly after the realization of any such reductions of Damages pursuant hereto, such Indemnified Party”), respectively, Party shall be entitled to indemnification for remit the full amount of such Lossesreductions to the Indemnifying Party, up to the amount previously paid by the Indemnifying Party to Indemnified Party with respect to such Damages) less the costs incurred to collect such amounts and less the amount of any actual premium increases directly resulting therefrom; (iih) no Losses may an Indemnified Party shall not be claimed entitled under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating Agreement to multiple recovery for the aggregate losses set forth in clause same Damages; (i) above other than Losses in excess determining the amount of Two Thousand Dollars ($2000) indemnification due under this Agreement, all payments shall be reduced by any Tax benefit realized by the Indemnified Party on account of the underlying claim in the taxable period in which the Damages attributable to such underlying claims were incurred, and in computing the amount of any such Tax benefit, any item of loss, deduction or credit resulting from a single such underlying claim shall be treated as the last marginal item of loss, deduction or series credit recognized by the Indemnified Party; (j) if an Indemnified Party recovers Damages from an Indemnifying Party under this Agreement, the Indemnifying Party shall be subrogated, to the extent of related claims arising out of such recovery, to the same factsIndemnified Party’s rights against any third party, events or circumstanceswith respect to such recovered Damages, and the Indemnified Party shall reasonably cooperate in connection therewith; and and (iiik) in no event shall the aggregate indemnification actually paid amount of any Damages for which indemnity may be recovered by an Indemnifying Party the Parent Indemnified Parties pursuant to Sections 8.2(a)this Agreement include any costs or expenses of advisors retained to develop any strategy for or prepare or assist with any analysis of sales and use tax matters, 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and preparing for or bringing actions of the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policytype described in Section 6.9(b). (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything contained in the Transaction Documents to the contrary, neither the Stockholders nor the Company Indemnifying Parties and shall be obligated to indemnify, defend or hold harmless any Parent Indemnified Party with respect to any Losses from any Claim or Claims under Section 9.2(a)(i) except to the Company Preferred Shareholder Indemnifying Party extent that the aggregate Losses from all Claims exceed $100,000 (each, an the “Indemnifying PartyBasket Amount”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until in which case the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Parent Indemnified Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for be indemnified against the full amount of such LossesLosses (and not merely the portion of such Losses exceeding $100,000); provided, however, that the Basket Amount shall not apply to any breach of the following representations and warranties: Section 4.1 (ii) no Losses may be claimed under this Section 8.2(a). 8.2(bAuthority; Authorization; Enforceability), or 8.2(cSection 4.7 (Capitalization), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause Section 4.13 (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(aIntellectual Property), 8.2(b) or 8.2(cSection 4.15 (Taxes), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(cSection 4.19 (Employee Benefits; ERISA), as applicableSection 4.28 (Internal Controls), exceed One Million Dollars and Section 4.29 ($1,000,000Propriety of Past Payments). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event None of the limitations set forth in Section 9.1 or this Section 9.4 shall apply in the case of indemnification for Pre-Closing Taxes or any Indemnified Party be entitled to recover Losses or make a claim for any amounts in respect other indemnification matter based upon, arising out of, and in no event shall Losses be deemed or relating to includewillful or intentional misrepresentations, any punitive, special, incidental, exemplary, consequential, indirect fraud or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimcriminal matters. (c) No investigation by an Indemnified PartyExcept as provided in Section 9.4(b), in no event shall (i) the total indemnity obligation of all of the Stockholders exceed the Merger Consideration or knowledge by an Indemnified Party or its representatives (ii) the individual indemnity obligation of a breach any particular Stockholder exceed the portion of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available Merger Consideration payable to the Indemnified Party under this Article VIIIsuch Stockholder. (d) Any The amount of any Losses recoverable hereunder for which indemnification is provided under this Article 9 shall be reduced in amount (i) net of any amounts actually recovered by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified the Claiming Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. policy with respect to such Losses and (eii) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware net of any event amounts actually recovered from any third person (by contribution, indemnification or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise otherwise) with respect to such LossLosses.

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

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Loss and Expense that may be recovered (1) from Seller by the Buyer Indemnified Parties pursuant to clause (i) of Section 9.2(a) (excluding matters of a nature referred to in Section 3.15, Section 3.16 and Section 3.17)), and clause (ii) of Section 9.2(a) (excluding covenants and agreements that by their terms contemplate performance after the Company Indemnifying Closing), or (2) from Buyer by the Seller Indemnified Parties pursuant to clause (i) of Section 9.2(b) and clause (ii) of Section 9.2(b) (excluding covenants and agreements that by their terms contemplate performance after Confidential the Company Preferred Shareholder Indemnifying Party Closing) (eachwith the matters in clause (1) and (2) of this sentence collectively referred to as the "Limited Claims"), an “Indemnifying Party”) shall not exceed the limits of liability set forth in Section 10.3 herein. ; (ii) Neither Buyer nor Seller shall be liable to any Seller Indemnified Party or Buyer Indemnified Party, respectively, for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) in respect of a Limited Claim unless and until the aggregate amount of indemnifiable Losses which Loss and Expense that may be recovered from such Indemnifying Party Buyer or Seller, respectively, equals or exceeds Twenty Thousand fifty thousand dollars ($20,00050,000) whereupon (the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”"Basket Amount"), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), in which case Seller or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c)Buyer, as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant shall be liable only for Loss and Expense in excess of the Basket Amount subject to the causes limits of liability set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIISection 10.3 herein. (b) In no event For purposes of this Article 9, "Loss and Expense" shall be net of (i) any Indemnified Party be entitled to recover insurance or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages recoveries payable to the extent actually awarded by a court of competent jurisdiction and paid to a third indemnified party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit available to such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments indemnified party or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to takearising in connection with the accrual, all reasonable steps to mitigate any Loss upon becoming aware incurrence or payment of any event or circumstance that would be reasonably expected tosuch Losses (including, or doeswithout limitation, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossnet present value of any Tax benefit arising in subsequent taxable years).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement and in lieu of qualifying the representations and warranties in ARTICLE II (other than in SECTIONS 2.11, 2.21(E) and 2.25), ARTICLE III and ARTICLE IV (other than in SECTION 4.9) by materiality or Material Adverse Effect, the parties agree that: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder no amount shall be payable by any Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(bSECTIONS 9.2(A), or 8.2(c9.2(B), 9.3(A) respectively, unless (i) unless with respect to a potential claim, such claim for Indemnifiable Damages exceeds $15,000 and until (ii) the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or all claims for Indemnifiable Damages exceeds Twenty Thousand dollars $400,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”37 43 "INDEMNIFICATION THRESHOLD"), respectively, in which case such Indemnified Party shall be entitled to indemnification for the full amount of such LossesIndemnifiable Damages; PROVIDED, HOWEVER, that the Indemnification Threshold shall not apply to (A) any Indemnifiable Damages pursuant to SECTIONS 9.2(C), 9.2(D) or 9.3(B) of this Agreement, (iiB) no Losses may be claimed under this any breach of any representation or warranty by any Seller with respect to the amount of indebtedness for borrowed money of the Mandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido US Investment, Inc.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; (C) any (1) amounts actually paid post-Closing by any of the Mandara Entities to Thomxx Xxxxx xx respect of Section 8.2(a). 8.2(b)4(i) of the original employment agreement, or 8.2(c)dated September 24, respectively2000, or shall be reimbursable by or shall be included in calculating between the aggregate losses Company and Thomxx Xxxxx (xxch benefits as originally set forth in clause Section 4(i) prior to the amendment thereof, the "ORIGINAL BENEFITS") and/or (i2) above other than Losses in excess of Two Thousand Dollars fees or expenses incurred by the Mandara Entities related to such Original Benefits, up to a maximum aggregate amount under foregoing clauses ($20001) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii2) in no event shall the aggregate indemnification actually paid of $40,000; or (D) any breach by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) any Seller of any representation or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes warranty set forth in Sections 8.2(a),8.2(b) SECTION 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to SECTION 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or 8.2(cwarranty set forth in SECTION 2.22 shall otherwise be subject to the limitations of this SECTION 9.5(A); PROVIDED FURTHER that, for the avoidance of doubt, the Parties acknowledge and agree that the Indemnification Threshold shall serve as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII.a trigger for indemnification and not as a deductible; (b) In no event the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Sellers in the aggregate pursuant to this Agreement shall any Indemnified Party be entitled an amount equal to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $20,000,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe "INDEMNIFICATION CAP"), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim.; (c) No investigation the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Buyer and Steixxx xx the aggregate shall be an amount equal to the Indemnification Cap; PROVIDED, HOWEVER, that this limitation shall not apply with respect to any failure of any party to pay and deliver any amount pursuant to SECTIONS 1.3, 1.4 or 1.5 hereof; (d) the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Buyer Indemnified Parties (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); (e) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnified Party, or knowledge by Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after before the date of this Agreement, shall affect of a breach of a representation or warranty of the recourse available to Indemnifying Party upon which a claim for indemnification by the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsis based, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and then the Indemnified Indemnifying Party shall use reasonable and diligent efforts to realize have no liability for any indemnified losses resulting from or arising out of such benefitsclaim; PROVIDED, proceeds, payments or reimbursements; providedHOWEVER, that nothing herein this limitation shall require not apply with respect to any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware breach of any event a representation or circumstance that would be reasonably expected warranty known to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b) or (b) or Section 8.3(a) or (b), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $200,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold”), respectivelyin which case the Indemnifying Party shall be liable only for the Losses in excess of the Threshold. (b) The maximum aggregate amount for which the Acquiror Indemnified Parties may be indemnified pursuant to this ARTICLE VIII shall not exceed: (i) for all indemnifiable Losses pursuant to Section 8.2(a), Section 8.2(b) and Section 8.2(e), other than in respect of breaches of Excluded Representations, $3,500,000; (ii) for all indemnifiable Losses pursuant to Section 8.2(d), $4,250,000 minus any amounts distributed from the Escrow Fund (other than in respect of an indemnifiable Loss pursuant to Section 8.2(d)), whether such amounts are distributed to the Securityholders or an Acquiror Indemnified Party, (iii) for breaches of the representations and warranties set forth in Section 3.15, $9,750,000 minus any amounts distributed from the Escrow Fund (other than in respect of a breach of a representation or warranty set forth in Section 3.15), whether such amounts are distributed to the Securityholders or an Acquiror Indemnified Party and (iv) for breaches of Excluded Representations (other than those set forth in Section 3.15) and for indemnifiable Losses pursuant to Section 8.2(c), (A) the Aggregate Upfront Merger Consideration plus the Escrow Amount minus (B) any amounts distributed from the Escrow Fund (other than in respect of a breach of an Excluded Representation (excluding those set forth in Section 3.15) or pursuant to Section 8.2(c)) to an Acquiror Indemnified Party. In no event shall any Securityholder have liability pursuant to this Agreement in excess of the proceeds received by such Securityholder under this Agreement, other than to the extent such Securityholder had an interest in proceeds from the Escrow Fund released to the Acquiror Indemnified Parties. (c) To the extent that the Acquiror Indemnified Parties are entitled to indemnification for any Losses in respect of a breach of an Excluded Representation or pursuant to Section 8.2(c), (i) the Acquiror Indemnified Parties must first exhaust the Escrow Fund before pursuing any Securityholder directly and (ii) the Securityholders shall be liable on a several, but not joint, basis based on their respective Escrow Percentages. For the avoidance of doubt, in no event shall the Securityholders be required to make payments to the Acquiror Indemnified Parties (excluding amounts released from the Escrow Fund to an Acquiror Indemnified Party) in excess of (A) for breaches of the representations and warranties set forth in Section 3.14, $6,250,000 and (B) for breaches of all other Excluded Representations and for indemnification pursuant to Section 8.2(c), the Aggregate Upfront Merger Consideration minus any amounts actually paid by the Securityholders (excluding amounts released from the Escrow Fund to an Acquiror Indemnified Party) in respect of a breach of a representation or warranty set forth in Section 3.14. (d) No Indemnified Party may make a claim for indemnification under Section 8.2 or Section 8.3, as the case may be, for breach by the Indemnifying Party of a particular representation, warranty or covenant after the expiration of the survival period thereof specified in Section 8.1. (e) No Indemnified Parties shall be entitled to indemnification for any Losses resulting from a breach of any of the full representations, warranties and covenants set forth in this Agreement to the extent that such Indemnified Parties have failed to first use commercially reasonable efforts to recover any Losses by exhausting any available remedies against insurers or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties existing as of the Closing Date. Any amounts received from such insurers or such other third parties shall reduce the amount of such Losses, (ii) no Losses may be claimed for determining the amount of the indemnity obligation under this ARTICLE VIII. The amount of any indemnification payable under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or 8.6 shall be reimbursable reduced by any tax benefit realized by the Indemnified Parties arising from the incurrence or shall be included in calculating payment of any Losses. (f) To the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of extent that the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party Transaction Bonus payable pursuant to the causes set forth Retention Agreement is reduced in Sections 8.2(a),8.2(b) or 8.2(c)respect of Losses incurred by an Acquiror Indemnified Party, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at Losses for which the election of the Company Preferred Shareholder Indemnifying Party) Acquiror Indemnified Parties are entitled to indemnification under this ARTICLE VIII shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIcorrespondingly reduced. (bg) In no event No Indemnified Parties shall any Indemnified Party have the right to be entitled to recover or make a claim indemnified for any amounts Losses to the extent they are in respect of, and in no event shall Losses be deemed to include, any punitive, specialthe nature of consequential, incidental, exemplaryindirect, consequentialpunitive, indirect special or exemplary damagesdamages or lost profits (in each case, or except to the extent such damages are recovered by a third party against an Indemnified Party); provided, however, that the foregoing shall not limit any Indemnified Parties’ right to indemnification pursuant to this Agreement for any Losses that are in the nature of diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimdamages. (ch) No investigation by an Indemnified PartyAnything herein to the contrary notwithstanding, or knowledge by an Indemnified Party or its representatives of a no breach of a any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of an Indemnifying any Indemnified Party, conducted or arising at any time after the date consummation of the transactions contemplated hereby, to rescind this Agreement, shall affect Agreement or any of the recourse available to the Indemnified Party under this Article VIIItransactions contemplated hereby. (di) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by Loss for which any Indemnified Party in connection with is entitled to indemnification under this Section 8.6 shall be determined without duplication of recovery by reason of the state of facts giving rise to such LossesLoss constituting a breach of more than one representation, and the warranty, covenant or agreement. (j) No Indemnified Party shall use reasonable and diligent efforts be entitled to realize indemnification under this Section 8.6 or make a claim for Losses with respect to any claim by a third party, including any Governmental Authority, if such benefits, proceeds, payments third party claim was instigated or reimbursements; provided, that nothing herein shall require any encouraged by the actions of such Indemnified Party to file or any claim under any insurance policyof its Affiliates or representatives after the Effective Time. (ek) No Acquiror Indemnified Party shall be entitled to indemnification hereunder for any Losses arising from a breach of any representation, warranty, covenant or agreement set forth herein (and the amount of any Losses incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if the subject of such breach is included in the calculation of the Closing Working Capital and/or Transaction Expenses. (l) Each Indemnified Party shall take, and cause its Affiliates to take, take all commercially reasonable steps measures to mitigate any Loss all Losses upon and after becoming aware of any event or circumstance that would which could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossLosses.

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

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

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

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo amount shall be payable to Parent or the Merger Sub (including, after the Closing, the Company Indemnifying Parties and Surviving Corporation) as the Company Preferred Shareholder Indemnifying Indemnified Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c10.2(a) respectively, (i) unless and until except to the extent that the aggregate amount of Losses indemnifiable Losses which may be recovered from such Indemnifying Party equals or under Section 10.2(a) exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties 250,000 and then Parent and the Company Preferred Shareholder Indemnifying Merger Sub (including the Surviving Corporation after the Merger) as the Indemnified Party (each, an “Indemnified Party”), respectively, shall be entitled indemnified to indemnification for the full extent of the aggregate amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)less $250,000, or 8.2(c)up to, respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses but not in excess of Two Thousand Dollars amounts in the Indemnity Fund. Any amount payable to Parent or the Merger Sub ($2000including the Surviving Corporation) resulting from a single claim or series of related claims arising out of as the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 10.2(a) shall be paid by withdrawing such amount from the sole source from which any Indemnified Party may be indemnified by Indemnity Fund until the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIamount thereof reaches zero. (b) In no event No amount shall any Indemnified be payable by Parent or the Merger Sub (including, after the Closing, the Surviving Corporation) as the Indemnifying Party be entitled pursuant to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), Section 10.2(b) except for any such damages to the extent actually awarded that the aggregate amount of Losses indemnifiable under Section 10.2(b) exceeds $250,000 and then Parent as the Indemnifying Party shall indemnify the Securityholders as the Indemnified Party to the full extent of the aggregate amount of Losses, less $250,000, up to, but not in excess of $5,500,000 (or such larger amount that may result as a consequence of additional contributions to the Indemnity Fund at Closing pursuant to the terms of this Agreement); provided, however, the Securityholders as the Indemnified Party shall be indemnified to the full extent of the aggregate amount of Losses from (i) a breach of the representations and warranties of Parent and the Merger Sub set forth in Sections 5.1 or 5.3 and (ii) the failure by a court Parent to deliver the Exchange Fund Amount to the Exchange Agent, or the negligent failure of competent jurisdiction the Exchange Agent to deliver the amounts due to the Securityholders pursuant to this Agreement and paid to a third party the Exchange Agreement, up to, but not in a Third Party Claimexcess of the amount of the Exchange Fund Amount. (c) No investigation by an Indemnified PartyNotwithstanding anything herein to the contrary, the sole recourse of Parent or knowledge by an Indemnified Party or its representatives of a breach of a representationthe Merger Sub (including, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this AgreementClosing, shall affect the recourse available to Surviving Corporation) as the Indemnified Party for indemnification under this Article VIIIAgreement shall be the Indemnity Fund. (d) Any Losses recoverable hereunder shall be reduced Notwithstanding anything herein to the contrary, if the Securityholders can prove, by clear and convincing documentary evidence, that Parent actually knew of a misrepresentation or breach of or inaccuracy in amount by insurance proceedsa representation or warranty under Article 4 prior to or at the Effective Time, indemnification paymentsthen Parent and the Merger Sub (including, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Lossesafter the Closing, and the Surviving Corporation) as the Indemnified Party shall use reasonable and diligent efforts not be entitled to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim indemnification under any insurance policySection 10.2(a). (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b7.2(a) or Section 7.3(a), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 1,000,000, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full amount of such LossesLosses from the first dollar thereof, (iib) no the maximum aggregate amount of indemnifiable Losses which may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting recovered from a single claim or series of related claims an Indemnified Party arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant relating to the causes set forth in Sections 8.2(a),8.2(bSection 7.2(a) or 8.2(cSection 7.3(a), as applicablethe case may be, exceed One Million Dollars shall be an amount equal to $9,300,000 provided, that the foregoing clauses ($1,000,000)a) and (b) shall not apply to Losses arising out of or relating to the inaccuracy or breach of any Core Representation or of Sections 3.10, or 3.15, to any representation or warranty in the event of fraud, willful misconduct or intentional misrepresentation, or with respect to payments made, not later than October 11, 2014, by the Acquiror or the Surviving Corporation in respect of the Indebtedness of the LallyMix in excess of one half of the amount of the Indebtedness of LallyMix on the Closing Date, all of which shall be indemnified in full. The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or not make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect indemnification under Section 7.2(a) or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitySection 7.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 7.1, except for any such damages as otherwise provided in Section 7.1 or, with respect to the extent actually awarded by a court of competent jurisdiction and paid LallyMix indemnity, the three year period provided in this Section 7.5. With respect to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of the Stockholders as an Indemnifying Party, conducted or arising at any time after it is the date intent of this Agreement, the parties that the $1,000,000 basket amount and $9,300,000 cap amount shall affect the recourse available apply to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced Stockholders in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Lossesthe aggregate, and the Indemnified Party shall use reasonable and diligent efforts not to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyeach individually. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

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

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsExcept with respect to breaches of Section 2.1, the Company Indemnifying Parties Section 2.2, Section 2.3, Section 2.4, Section 2.5 and the Company Preferred Shareholder Indemnifying Party Section 2.6: (each, i) an “Indemnifying Party”) Indemnitor shall not be liable to an Indemnified Party for any claim for indemnification Losses that are indemnifiable pursuant to Section 8.2(a9.1 or Section 9.2, as the case may be, except to the extent that the Losses for any breach, with respect to any individual claim, exceed $5,000 (such excess over $5,000 being the "Threshold Damages" for such claim). 8.2(b); (ii) an Indemnitor shall not be liable to an Indemnified Party pursuant to Section 9.1 or Section 9.2, or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Threshold Damages to such Indemnifying Indemnified Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 200,000. Once the Shareholder aggregate amount of the Threshold Damages to such Indemnified PersonsParty exceeds $200,000, the Company such Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstancesrecover all Threshold Damages; and and (iii) in no event shall the total aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) liability of each Indemnitor for any claims for Losses arising under Section 9.1 or 8.2(c)Section 9.2, as applicablethe case may be, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, shall not exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII2,000,000. (b) In An Indemnitor shall have no event shall any obligation to indemnify an Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, Consequential Damages that are (i) caused by the actions of any punitive, special, incidental, exemplary, consequential, indirect or exemplary damagesIndemnitor, or for (ii) recovered by an Indemnified Party from any diminution in value third party (including insurers). If the amount of any Losses, at any time subsequent to the payment thereof by an Indemnitor to an Indemnified Party pursuant to this Article 9, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage or pursuant to any claim, recovery or settlement against or with any third party (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunityinsurer), except for then the amount of such reduction (net of any out-of-pocket costs incurred in connection with obtaining such damages reduction) shall promptly be repaid by the Indemnified Party to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimIndemnitor. (c) No investigation by an Indemnified PartyIn the absence of the actual fraud, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any 9 sets forth the exclusive remedy for monetary Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and owing from the Indemnified Party shall use reasonable and diligent efforts parties hereto to realize such benefits, proceeds, payments or reimbursements; provided, one another that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to arise from the extent reasonably necessary to remedy the breach that gives matters giving rise to such Lossindemnification hereunder set forth in Section 9.1 and Section 9.

Limits on Indemnification. (ai) The Shareholder Indemnifying PersonsNo Indemnitee shall be entitled to indemnification from Rights Holders or Buyer, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party as applicable (each, an “the "Indemnifying Party”) shall not be liable "), for any claim for indemnification pursuant to Section 8.2(a). 8.2(bLosses arising under ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i), or 8.2(c) respectivelyas applicable, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals Parties shall equal or exceeds Twenty Thousand dollars exceed US$100,000 ($20,000) whereupon the Shareholder Indemnified Persons"Threshold"), in which case the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full amount of such LossesLosses from the first dollar thereof, (ii) no the maximum aggregate amount of indemnifiable Losses (the "Cap") which may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting recovered from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an any Indemnifying Party by any Indemnitees pursuant to Sections 8.2(a), 8.2(b‎Section 7.2(a)(i) or 8.2(c‎Section 7.2(b)(i), as applicable, taken together with all other indemnification actually shall be (X) the Merger Consideration and Convertible Loan Repayment Amount (including any part thereof previously paid by such Indemnifying Party to Indemnitees pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(cindemnification provisions hereunder), as applicableexcept that (Y) for breaches pursuant to Section 7.2(a)(i) which are not breaches of Company Fundamental Representations or Company Corporate Representations and IP Representations, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party Escrow Amount (or cash any remaining portion thereof); in lieu thereofeach case, at the election of the Company Preferred Shareholder Indemnifying Party) which shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election and exclusive remedy of the ShareholderIndemnitees for any claims pursuant to ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i) hereof; provided, however, that (i) with respect to all Rights Holders other than BRM Capital Fund, L.P., the Threshold and the Cap shall not apply with respect to any such Person in the case of Fraud, and (ii) with respect to BRM Capital Fund, L.P. only, the Cap applicable in the event of Fraud shall be an amount equal to 125% of its Pro-Rata Portion of the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, Merger Consideration and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value Convertible Loan Repayment Amount (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages part thereof previously paid to Indemnitees pursuant to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimindemnification provisions hereunder). (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

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

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

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

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

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

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, contrary in this Agreement: (i) Following the Effective Time, the Shareholders shall have no obligation to indemnify any of the QuadraMed Indemnitees for Losses unless and until the aggregate amount of indemnifiable Losses for which may be recovered from such Indemnifying Party equals any one or exceeds Twenty Thousand dollars ($20,000) whereupon more of the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall QuadraMed Indemnitees would be entitled to indemnification for equals or exceeds $300,000 (the full “Basket Amount”), in which case the indemnification obligations of the Shareholders shall extend to 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 any individual matter resulting in Losses of $10,000 or less (a “De Minimis Loss”), and no De Minimis Loss will be aggregated with other Losses or included in the Basket Amount regardless of whether or not the aggregate Losses exceed the Basket Amount; (ii) no 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 claimed 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 all Losses (including both Specified Warranty Losses and Losses other than Specified Warranty Losses) shall not 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 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 such indemnification amount. (b) No Shareholder shall have any liability for another Shareholder’s indemnification obligation under this Section 8.2(aAgreement 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). 8.2(b). (e) Following the Effective Time, QuadraMed shall have no obligation to indemnify any of the Shareholders for Losses unless and until the aggregate amount of 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 QuadraMed’s indemnification obligation shall extend to the entire amount of such Losses, including Losses covered by the Basket Amount; provided, however, that QuadraMed shall have no obligation to indemnify any of the Shareholders for any De Minimis Loss, and no De Minimis Loss will be aggregated with other Losses or included in the Basket Amount regardless of whether or not the aggregate Losses exceed the Basket Amount. (f) QuadraMed’s maximum liability for all Losses shall be $13.5 million. (g) If a court of competent jurisdiction enters a final adjudication that a breach of a representation or warranty contained in this Agreement resulted from the fraud, intentional misrepresentation, or 8.2(c)criminal conduct of any party to this Agreement, respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses limitations on indemnification as set forth in clause Sections 11.6(a)(i), (iii) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event and 11.6(e) and (f) shall not apply to that party’s indemnification obligations hereunder. (h) The amount of any Loss payable by a party shall be reduced by (i) any amount received by the aggregate 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 time subsequent to any indemnification actually paid provided by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount promptly reimburse the Indemnifying Party for any payment made or expense incurred by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any the Indemnified Party in connection with providing such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only indemnification up to the extent reasonably necessary to remedy amount received by the breach that gives rise to such LossIndemnifying Party.