Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) No party shall have any right to seek indemnification under this Agreement (i) with respect to Losses contemplated by Section 9.2 which would otherwise be indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed $160,000 in the extent that payment aggregate, or (ii) for the same claims punitive, special, indirect or amounts are actually made to the Indemnitee under a valid consequential damages, including lost profits, lost revenues, lost savings and collectible insurance policyincreased costs of operations; provided, however, that if it should subsequently be determined that the Indemnitee is provisions of clause (i) immediately above shall not legally entitled apply to retain any such paymentbreach by Seller of the representations and warranties contained in Section 4.3(a) and 4.5 or of any unwaived covenant or agreement set forth in Section 6.10 or 6.15(a). After the Closing, the restriction on indemnification pursuant remedies provided by this Article IX shall be the sole and exclusive remedy for the parties to this subparagraph Agreement with respect to any dispute arising from, or related to, this Agreement, except in the case of fraud and except that injunctive relief (aincluding specific performance) shall no longer apply;continue to be available to the extent such remedy is in respect of a then surviving representation, warranty, covenant or agreement. (b) Notwithstanding any provision of this Agreement, the liability of Seller under this Article IX shall be limited to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant an amount equal to this Indemnification AgreementTwelve Million Dollars ($12,000,000); provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to limitation set forth in this subparagraph (bSection 9.8(b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on not apply to: (i) any breach by Seller of the purchase representations, warranties and covenants contained in Sections 4.3(a), 4.5, 6.10 and 6.15(a); (ii) any breach by Seller of the representation and warranty contained in Section 4.15(a)(iv) relating to the identification on Schedule 4.15(a) (or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bany update thereto) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid contract or agreement relating to the Indemnitee Indebtedness, provided, however, that is held by Seller shall have no liability whatsoever for any court in a final judgment failure to have been illegal identify on Schedule 4.15(a) (or improper; (gany update thereto) any contract or agreement relating to Indebtedness to the extent that the Indemnitee's action Indebtedness under such unidentified contract or failure to act agreement was (i) not in good faith, or (ii) in the case taken into account for purposes of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed any adjustment to the best interests of the Company, or, in other cases, conduct was opposed Purchase Price pursuant to the Company's best interests, Section 3.3 hereof; or (iii) with respect any breach by Seller of the representation and warranty contained in Section 4.15(d) relating to the identification on Schedule 4.15(d) (or any criminal Action, with reasonable cause update thereto) of any contract or agreement relating to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulSeller-Provided Indebtedness.

Limits on Indemnification. Except (a) Ceding Company shall not be required to indemnify Reinsurer Indemnitees pursuant to Section 9.2(a) until the aggregate of all Losses incurred by Reinsurer Indemnitees under this Article IX exceeds the Indemnification Tipping Basket and, in such event, subject to the other provisions hereof, indemnification shall be made by Ceding Company for the full amount of such Losses. This Section 9.4(a) does not apply with respect to any indemnification to which Article VII of this Agreement applies, to the indemnification in Section 9.2(e) or to any payment required to be made pursuant to Section 1.5. (b) Reinsurer shall not be required to indemnify the Ceding Company Indemnitees pursuant to this Section 9.4(b) until the aggregate of all Losses incurred by Ceding Company Indemnitees under this Article IX exceeds the Indemnification Tipping Basket and, in such event, subject to the other provisions hereof, indemnification shall be made by Reinsurer only for the amount by which such Losses exceed the Indemnification Tipping Basket. This Section 9.4(b) does not apply with respect to any indemnification to which Article VII of this Agreement applies, to the indemnification in Section 9.3(c) or to any payment required to be made pursuant to Section 1.5. (c) The aggregate amount for which Ceding Company shall be liable for indemnification with respect to Section 9.2(a), except with respect to any inaccuracy or breach of the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8, 2.9 or 2.10 or a breach of a covenant contained in this Agreement, shall in no event exceed the Indemnification Cap. The aggregate amount for which Reinsurer shall be liable under this Section 9.4(c), except with respect to the representations and warranties in Sections 3.1, 3.2, 3.3, 3.6, 3.7, 3.8, or 3.10 or a breach of a covenant contained in this Agreement, shall in no event exceed the Indemnification Cap. (d) With respect to claims made pursuant to this Article IX, the Indemnifying Party (defined below) shall be obligated to indemnify the Indemnified Party (defined below) only for those claims made pursuant to this Article IX involving matters as stated to which the Indemnified Party has given the Indemnifying Party written notice prior to twenty-four (24) months following the Closing, except in Paragraph 6the case of claims based on Sections 2.1, 2.2, 2.3(a), 2.3(b), 2.5, 3.1, 3.2, 3.3(a) or 3.3(b), to which there shall be no indemnification pursuant time limit on giving written notice and except in the case of claims based on Section 2.10, as to this Indemnification Agreement: which a claim will survive until the date that is sixty (a60) days following the end of the applicable statute of limitations or except in the case of claims based on Article VII, as to which a claim will survive as provided in Article VII hereof; and except in the case of claims based on fraud, as to which the Indemnified Party shall have given the Indemnifying Party written notice prior to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) end of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; six (d6) on account of any violation of Section 10(b) of year period following the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;Closing Date. (e) with respect to Notwithstanding any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return other provision of any remuneration paid this Agreement to the Indemnitee contrary, the parties agree that is held by any court in claim for breach of a final judgment representation or warranty under this Agreement must be brought pursuant to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulthis Article IX.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Absent fraud or willful or intentional misconduct, the indemnification and contribution provided by the Company pursuant to clause (A) of Section 7.1(a) and Section 7.3 shall be the sole and exclusive remedy for any Losses resulting from or arising out of any indemnification or contribution claim made pursuant to clause (A) of Section 7.1(a) and Section 7.3. (b) Absent fraud or willful or intentional misconduct, the amount of any payment by the Company (i) to the extent that payment for the same claims GA Indemnified Parties under this Article VII in respect of Losses resulting from or amounts are actually arising out of any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto shall in no event exceed US$20,000,000, and (ii) to the Indemnitee Apax Indemnified Parties under a valid and collectible insurance policythis Article VII in respect of Losses resulting from or arising out of any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto shall in no event exceed US$20,000,000; provided, however, that if it should subsequently be determined that in the Indemnitee is not legally entitled event of fraud or willful or intentional misconduct, such amount of payment shall in no event exceed (1) with respect to retain any such paymentthe GA Indemnified Parties, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) aggregate purchase price paid by the GA Shareholder to the extent that Seller in consideration of the Indemnitee is indemnified or receives a recovery for Purchased Shares acquired by the same claims or amounts otherwise than pursuant GA Shareholder, and (2) with respect to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recoveryApax Indemnified Parties, the restriction on indemnification pursuant aggregate purchase price paid by the Apax Shareholder to this subparagraph (b) shall no longer apply; -4-the Seller in consideration of the Purchased Shares acquired by the Apax Shareholder. (c) on account The Company shall not be liable to pay the Indemnified Parties under this Article VII in respect of Losses resulting from or arising out of any violation of indemnification or contribution claim made pursuant to Section 16(b7.1(a) of or Section 7.3 with respect thereto unless and until the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of amount payable under each individual claim made against the Securities Exchange Act of 1934, as amended Company exceeds US$500,000 (the "Exchange Act"“Indemnity Threshold”). If and when the Indemnity Threshold is reached, and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) shall then only be liable for the return of any remuneration paid to excess over the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulIndemnity Threshold.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, -4- the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right to indemnification, reimbursement or other remedy based upon the representations, warranties, covenants and obligations contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, or if the Closing occurs with such knowledge, with respect to the extent that payment for the same claims accuracy or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain inaccuracy of or compliance with any such paymentrepresentation, warranty, covenant or obligation; it being agreed that such representations, warranties, covenants and obligations are intended to reflect a negotiated allocation of risk between the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;parties. (b) Notwithstanding anything to the extent that contrary contained in this Agreement: (i) the Indemnitee is indemnified or receives a recovery Sellers shall not be liable to any Purchaser Indemnified Party for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on claim for indemnification pursuant to this subparagraph Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Sellers equals or exceeds $200,000, in which case the Sellers shall be liable only for the Losses in excess of such amount; and (bii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Purchaser Indemnified Parties pursuant to Section 11.2(a) shall no longer apply; -4-be an amount equal to $4,250,000, provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of Section 4.18 or a Fundamental Representation. (c) on account For all purposes of this Article XI, “Losses” shall be net of any violation of Section 16(b) of insurance or other recoveries actually received by the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, Indemnified Party or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company its Affiliates in connection with any transaction on the event or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid fact giving rise to the Indemnitee right of indemnification; provided that is held by neither the Indemnified Party nor any court in a final judgment of its Affiliates shall be obligated to have been illegal seek any insurance or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulrecoveries.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6, there this Agreement: (a) an Indemnifying Party shall not be no liable for any claim for indemnification pursuant to Section 9.2(a) or Section 9.4(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party under this Indemnification Agreement: Article IX equals or exceeds $50,000, and then only for the amount by which such Losses exceed $50,000, (ab) the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Section 9.2(a) or Section 9.4(a), as the case may be, shall be an amount equal to 15% of the Purchase Price as finally determined and (c) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that payment a specific accrual or reserve for the same claims or amounts are actually made to amount of such Loss was taken into account in calculating the Indemnitee under a valid and collectible insurance policyNet Adjustment Amount; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph foregoing clauses (a) and (b) shall no longer apply;not apply to Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation or of Section 3.10 (Employee Benefit Plans), Section 3.17 (Taxes), or Section 3.18 (Environmental Matters), or to any claim relating to fraud, willful misconduct or intentional misrepresentation. (b) to For all purposes of this Article IX, any inaccuracy in or breach of any representation or warranty, as well as the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; providedamount of any Losses with respect thereto, however, that if it should subsequently shall be determined that the Indemnitee is not legally entitled without regard to retain any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-representation or warranty. (c) on account For the sake of any violation of Section 16(b) clarity, Buyer may only receive indemnification collectively from the Sellers up to the amount of the Securities Exchange Act of 1934Losses, as amended, even if the Sellers are providing joint and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulseveral indemnification.

Limits on Indemnification. Except as stated in Paragraph 65, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account to the extent that the Indemnitee is held, by a court of any violation of competent jurisdiction in a final judgment from which there is no further right to appeal, to have violated Section 16(bl6(b) of the Securities Exchange Act of 1934l934, as amended, and rules promulgated thereunder; (d) on account to the extent that the Indemnitee is held, by a court of any violation of competent jurisdiction in a final judgment from which there is no further right to appeal, to have violated Section 10(bl0(b) of the Securities Exchange Act of 1934l934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee is held, by a court of competent jurisdiction in a final judgment from which there is no further right to appeal, to have derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held held, by any a court of competent jurisdiction in a final judgment from which there is no further right to appeal, to have been illegal or improper; (g) to the extent that an act or omission of the Indemnitee's action or failure to act was Indemnitee (i) was not in good faith, or (ii) in the case involved intentional misconduct or a knowing violation of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawfullaw; or (h) if in a final nonappealable decision by judgment from which there is no further right to appeal a court having of competent jurisdiction in the matter shall determine have determined that such indemnification is not lawful.

Limits on Indemnification. Except (a) Notwithstanding any provision of this Agreement to the contrary, except as stated otherwise expressly provided in Paragraph 6this Section 8.6, the Eligible Company Holders shall have no liability to the Parent Indemnified Parties under the provisions of this Article VIII except with respect to, and to the extent of, their interests in the Escrow Fund. The limitation of liability set forth in the preceding sentence shall not apply to the liability of the Principal Stockholders for indemnification under Section 8.2 for Damages resulting from (i) fraud, gross negligence or willful misconduct by one or more of the Principal Stockholders, or of any Eligible Company Holders as to which fraud, gross negligence or willful misconduct the Principal Stockholders had Knowledge prior to the date of this Agreement, as to which there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction limit on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithindemnification, or (ii) a misrepresentation or breach of or default or inaccuracy in the case representations or warranties in Sections 3.1, 3.2, 3.5, 3.6, 3.9, 3.20, 3.21, 3.22 and 3.23, as to which the aggregate liability of conduct Indemnitee's official capacity the Principal Stockholders shall be limited to that amount which is equal to the cash portion of the final Merger Consideration. (b) With respect to any and all Damages as may be suffered or incurred by a Parent Indemnified Party at any time arising out of or related to any misrepresentation or breach of or default or inaccuracy in any of the representations or warranties of the Company or the Principal Stockholders contained in Section 3.8 or Section 3.11 of this Agreement, such Parent Indemnified Party shall submit a claim for recovery under the Special Indemnity Insurance (a “Special Insurance Claim”) and use commercially reasonable efforts to recover fully for such Damages from the insurer under the Special Indemnity Insurance in accordance with the Company, not in terms thereof.. Such Parent Indemnified Party shall also submit a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) Parent Claim Notice with respect to any criminal Actionsuch Damages. To the extent, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction made such efforts, such Damages shall not be recovered fully from the insurer, and in the matter event that the Damages subject to such Special Insurance Claim and the Parent Claim Notice exceed the sum of $225,000 (the “Special Basket”), then all such unrecovered amounts shall determine that such indemnification is not lawfulbe recoverable against the Escrow Fund, to the extent thereof, subject to and in accordance with this Article VIII.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right of Purchasers to be indemnified pursuant to Section 9.2 shall be the sole and exclusive remedy with respect to any Loss of whatever kind and nature, in law, equity or otherwise, known or unknown, which Purchasers have now or may have in the future, including without limitation, any Losses attributable to any inaccuracy or breach of any representation or warranty to the extent Purchasers at or prior to Closing, or any failure to perform the covenants, agreements or undertakings contained in this Agreement, any Disclosure Schedule or certificate delivered pursuant hereto or any agreement or other document contemplated hereby, other than as a result of actual fraud by any Seller or the Shareholder, and except as otherwise provided herein. The Parties acknowledge that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment(A) except as expressly provided in Article 4, the restriction on indemnification pursuant to Sellers and the Shareholder have not made and are not making any representations, warranties or commitments whatsoever regarding the subject matter of this subparagraph Agreement, express or implied, and (aB) shall no longer apply;except as expressly provided in Article 4, Purchasers are not relying and have not relied on, any representations, warranties, projections, assumptions or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (b) Without limiting the effect of any other limitation contained in this Section 9.3, the indemnification provided for in this Article 9 shall not apply, and Purchasers shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the Indemnitee is aggregate amount of the Losses against which Purchasers would otherwise be entitled to be indemnified or receives a recovery under this Article 9 exceeds $50,000 (the “Basket”). If the aggregate amount of such Losses exceeds the Basket, then Purchasers shall, subject to the other limitations contained herein, be entitled to be indemnified for the same claims or amounts otherwise than pursuant entire amount of such Losses, without regard to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Basket. (c) on account Except as set forth in this Section 9.3(c), the Sellers’ and the Shareholder’s indemnity obligations for Losses under this Article 9 shall be limited, in the aggregate, to the Purchase Price, as adjusted (the “Cap”) except in the case of fraud, intentional misrepresentation, intentional breach of representation or warranty or with respect to Section 4.4(a) hereof, which shall be unlimited. The sum of any violation amounts paid from the Escrowed Funds to Purchasers in connection with any Losses under this Article 9 shall be counted towards the Cap for the purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;this Article 9. (d) on account of Nothing in this Section 9.3 shall limit any violation of Section 10(b) of remedy any Purchaser may have against any Seller or the Securities Exchange Act of 1934, as amended (Shareholder for fraud committed by such Seller or the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulShareholder under applicable laws.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there this Agreement: (a) the Principal Stockholders shall not be no liable for any claim for indemnification pursuant to this Indemnification Agreement: Article VII or Article IX unless and until the aggregate amount of indemnifiable Losses which may otherwise be recovered from all Principal Stockholders equals or exceeds the Deductible, in which case the Principal Stockholders shall be liable only for the Losses in excess of the Deductible, subject to the limitation set forth in clause (ab) below; (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Principal Stockholders arising out of or relating to the causes set forth in Section 9.2(a) shall not exceed an amount equal to the Escrow Amount; and (c) the Principal Stockholders shall not be obligated to indemnify the Acquiror or any other Person with respect to any Loss to the extent that payment a specific accrual or reserve for the same claims or amounts are actually made to amount of such Loss was included in the Indemnitee under a valid and collectible insurance policyInterim Balance Sheet; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph foregoing clauses (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph and (b) shall no longer apply; -4- (c) on account not apply to Losses arising out of or relating to the breach of any violation representation or warranty made in any Core Representation or to any representation or warranty in the event of Section 16(b) of fraud or intentional misrepresentation; and provided further, that the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or foregoing clause (b) shall not apply to Losses arising out of or relating to the communication breach of material nonpublic information about the Company any representation or warranty made in connection with any transaction on Section 3.15 relating to Tax matters or through the facilities of a national securities exchange or from or through a broker or dealerindemnification claims pursuant to Article VII; and provided further, other than as part of a securities offering by the Company; (e) that with respect to any transaction from Losses to which the Indemnitee derived an improper personal benefit to which he or she is foregoing clause (b) shall not legally entitled; (f) for apply, the return of any remuneration paid to the Indemnitee that is held by any court in Principal Stockholders shall be liable on a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithseveral, or (ii) in the case of conduct Indemnitee's official capacity with the Companyrather than joint and several, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) basis and no claim with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawfulsuch Losses may be brought against a Principal Stockholder unless such claim is brought against all Principal Stockholders; or (h) provided that if a final nonappealable decision by a court having the Indemnified Party cannot obtain jurisdiction in a Maryland court specified in Section 10.10 without unreasonable effort over one or more Principal Stockholders, the matter Indemnified Party may nonetheless bring a claim against the other Principal Stockholders; and provided further, that the maximum liability of each Principal Stockholder for all indemnification claims pursuant to Article VII and Article IX shall determine that not exceed the pro rata percentage of the Merger Consideration, together with any amounts distributed to the Principal Stockholders from the Escrow Fund as provided in the Escrow Agreement and this Agreement, actually received by such Principal Stockholder. The Indemnified Party may not make a claim for indemnification is not lawfulunder Section 9.2(a) for breach by any Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1, except as otherwise provided in such Section.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently No amount shall be determined that the Indemnitee is not legally entitled to retain payable by any such payment, the restriction on indemnification Indemnifying Party pursuant to this subparagraph Section 9.2(a)(i) or 9.2(b)(i) unless the aggregate amount of Loss indemnifiable under Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds $2,000,000 (aat which time, all Losses including those used to meet such threshold shall be subject to indemnification hereunder), except that such limitation shall not apply to or limit the rights of Seller pursuant to Section 9.2(b)(i) shall no longer apply;hereof with respect to or arising out of a breach of the representation made by Purchaser in Section 4.7 hereof. (b) Notwithstanding anything to the contrary contained in this Agreement, the aggregate amount of Losses which may be recovered from Seller arising out of or resulting from the causes enumerated in Section 9.2(a)(i), or from Purchaser arising out of or resulting from the causes enumerated in Section 9.2(b)(i) shall not exceed $20,000,000, except that such limitation shall not apply to claims arising under the Indefinitely Surviving Representations or the Tax Indemnifications. (c) In addition to any other limitations on indemnification that may apply, with respect to any claim for indemnification that Purchaser may assert regarding Environmental Laws or Hazardous Materials in connection with the Company Theaters, Seller shall have no obligation with respect to such claim to the extent that the Indemnitee Losses for which indemnification is indemnified sought arise out of any action that is not required by applicable Environmental Law or receives a recovery the applicable lease for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if continued use of such Company Theater as it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) used as of the Securities Exchange Act date hereof. In addition, with respect to any claim that is the subject of 1934, as amended, and rules promulgated thereunder; this Section 9.3(c); (dx) on account it is a condition precedent to any right of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state lawPurchaser to indemnification for such claim that, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companypracticable, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) prior to incurring substantial costs with respect to such claim for which it may seek indemnification, Purchaser shall notify Seller of such claim and afford Seller the opportunity to evaluate the conditions giving rise to such claim; (y) if requested by Seller, Seller (at its sole expense) shall be entitled (but not obligated) to undertake, with Purchaser’s continued oversight, participation and approval (not to be unreasonably withheld or delayed), any transaction from which investigation, remediation, or other action required or permitted by applicable Environmental Law or the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return terms of any remuneration paid binding lease (and any negotiation with regulatory authorities or landlords regarding same), and in the course thereof shall use commercially reasonable efforts to the Indemnitee that is held by avoid any court in a final judgment unreasonable interference with Purchaser’s operations, and Purchaser shall afford Seller reasonable access to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithundertake any such investigation, remediation, or other action; and (iiz) Purchaser, the Seller Group Companies and the Target Group Companies shall exchange information and otherwise cooperate in order to facilitate the case expeditious and cost-effective resolution of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulclaim.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary herein, absent Actual Fraud, in Paragraph 6no event shall the aggregate liability of Seller in connection with this Agreement or the Transaction Documents, there including the transactions contemplated herein and therein, exceed the Purchase Price. (b) The Buyer Indemnified Parties shall take, and shall cause the Company to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto and will each also use commercially reasonable efforts to pursue claims and collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise). The Parties agree that the Buyer Indemnified Parties shall have no recourse under this Article VII for any Losses that the Buyer Indemnified Parties would not have suffered had such party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of time following the discovery by such party of the fact, event or circumstance giving rise to such Losses (and for any Buyer Indemnified Party that is not a natural Person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). (c) The amount of any and all Losses indemnifiable under this Agreement shall be no determined net of any amounts actually recovered by a Buyer Indemnified Party (or any of its Affiliates) with respect to such Losses from any third party, including any indemnity, contribution or other similar payment, or under or pursuant to any insurance policy pursuant to which or under which such Buyer Indemnified Party (or any of its Affiliates) has rights (including the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds and reasonable out-of-pocket costs and any costs or expenses attributable to increases in insurance premiums. If Seller has actually indemnified or held harmless Buyer or another Buyer Indemnified Party upon a claim for indemnification pursuant to this Indemnification Agreement: Agreement and, subsequently, there is an actual payment under the R&W Policy (awhether to Buyer, another insured under the R&W Policy or a third party) for a claim involving the same or related facts that gave rise to the extent that payment for indemnification claim, then Buyer shall (or shall cause the same claims other insured under the R&W Policy to) use such insurance proceeds (net of any costs of recovery or amounts are actually made other reasonable costs and expenses related to the Indemnitee under a valid insurance claim) and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain promptly reimburse Seller for any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;amount previously paid by Seller. (d) on account Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")Loss under this Agreement, and any rules promulgated thereunder, or similar state law, to the extent that such violation a Party or any of its Affiliates is based on (i) the purchase or sale of compensated for a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or matter through the facilities adjustments provided for in Section 2.6 or otherwise, such Party and its Affiliates will not have a separate right to indemnification or adjustment in another portion of Section 2.6 for such matter. Without limiting the generality of the prior sentence, if a national securities exchange set of facts, conditions or from events constitutes a breach of more than one representation, warranty, covenant or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she agreement that is not legally entitled; (f) for the return of any remuneration paid subject to the Indemnitee that is held by indemnification obligations under this Article VII as applicable, only one recovery of Losses shall be allowed, and in no event shall there be any court in a final judgment to have been illegal indemnification or improper; (g) to the extent that the Indemnitee's action duplication of payments or failure to act was (i) not in good faith, or (ii) in the case recovery under different provisions of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests this Agreement arising out of the Companysame facts, or, in other cases, conduct was opposed to the Company's best interests, conditions or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulevents.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Notwithstanding anything to the extent that payment contrary contained in this Agreement, (i) AMC shall not be required to indemnify, defend or hold harmless the Purchaser Indemnified Parties against or reimburse the Purchaser Indemnified Parties for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification Loss pursuant to this subparagraph Section 10.2(a), unless (aA) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) US Purchaser has notified AMC in writing in accordance with Sections 10.5 and 12.6 of the Securities Exchange Act of 1934claim subject to such indemnification, as amendedidentifying with reasonable specificity the grounds for such claim, on or before the applicable Expiration Date, and rules promulgated thereunder; (dB) on account the aggregate of any violation of Section 10(b) all of the Securities Exchange Act of 1934, as amended Purchaser Indemnified Parties’ Losses under Section 10.2(a) exceeds $1,000,000 (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, “Basket Amount”) (in which event AMC shall be liable only to the extent that such violation is based on Losses in the aggregate exceed such amount) and (ii) the aggregate liability of AMC to indemnify the Purchaser Indemnified Parties for Losses under Section 10.2(a) and clause (i) of Section 10.2(b) shall in no event exceed $10,500,000 (the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or “Cap”). (b) Notwithstanding anything to the communication contrary contained in this Agreement, (i) Purchasers and the members of material nonpublic information about the Company Group shall not be required to indemnify, defend or hold harmless the AMC Indemnified Parties against or reimburse the AMC Indemnified Parties for any Loss pursuant to Section 10.3(a), unless (A) AMC has notified US Purchaser in connection writing in accordance with any transaction Sections 10.5 and 12.6 of the claim subject to such indemnification, identifying with reasonable specificity the grounds for such claim, on or through before the facilities Release Date, and (B) the aggregate of a national securities exchange or from or through a broker or dealer, other than as part all of a securities offering the AMC Indemnified Parties’ Losses under Section 10.3(a) exceeds the Basket Amount (in which event Purchaser shall be liable only to the extent that such Losses exceed such amount) and (ii) the aggregate liability of Purchasers and the members of the Company Group to indemnify the AMC Indemnified Parties for Losses under Section 10.3(a) shall in no event exceed the Cap. (c) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts actually recovered by the Company;Indemnified Person under insurance policies with respect to such Loss, in each case net of costs of such recovery, retroactive or prospective premium adjustments, and chargebacks related to such insurance claim and any loss or reduction in coverage as a result of such insurance claim. (d) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Indemnifying Person be liable to any Indemnified Person for any indirect, special, incidental, consequential, lost profits, punitive, exemplary and similar damages claimed by such Indemnified Person with respect to any matter relating to this Agreement; provided however, that any damages payable to any third party by an Indemnified Person, including any amounts so payable in respect of indirect, special, incidental, consequential, lost profits, punitive, exemplary and similar damages in respect of any Third-Party Claim, shall be included in the calculation of Losses for which an Indemnified Person may seek indemnification pursuant to this Agreement. (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid Notwithstanding anything to the Indemnitee that is held by contrary contained in this Agreement, including Article VII, AMC shall not be required to indemnify, defend or hold harmless any court in a final judgment to have been illegal or improper; (g) Purchaser Indemnified Party for, any Loss to the extent that the Indemnitee's action or failure to act a liability for such Loss was (i) not in good faith, or (ii) reflected in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests calculation of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction Purchase Price as reflected in the matter shall determine that such indemnification is not lawfulFinal Closing Statement.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary in Paragraph 6, there shall be no indemnification pursuant to this Indemnification AgreementAgreement or any right or remedy available under any Applicable Law: (a) In no event shall the aggregate amount recoverable by the Buyer Indemnified Parties, nor Seller’s aggregate liability therefor, for any and all claims pursuant SPI-900029917v22 54 to (i) Section 11.2(b), exceed an amount equal to the extent that payment for Purchase Price plus any Earn-Out Payments effectively paid to Seller pursuant to Section 2.5 as of the same claims or amounts are actually made date of the relevant claim and (ii) Section 11.2(a), exceed an amount equal to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled Purchase Price plus any Earn-Out Payments effectively paid to retain any such payment, the restriction on indemnification Seller pursuant to this subparagraph (a) shall no longer apply;Section 2.5 as of the date of the relevant claim. (b) to the extent that the Indemnitee is indemnified or receives In no event shall Seller have any liability for any matter under Section 11.2 unless and until a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be court of competent jurisdiction shall have (i) determined that the Indemnitee such matter is not legally entitled to retain any such recoveryindemnifiable by Seller, the restriction on indemnification pursuant to this subparagraph and (bii) shall no longer apply; -4-issued a final, non-appealable Governmental Order in relation thereto. (c) on account In no event shall Seller or Seller’s Affiliates have any liability under this Agreement or the other Transaction Documents or otherwise in connection with the transactions contemplated hereby or thereby for any exemplary, punitive, consequential, special, speculative, remote, incidental or indirect damages or damages for diminution in value, lost profits, loss of any violation business, loss of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;goodwill or business interruption. (d) on account Neither Seller nor any of Seller’s Affiliates shall have any violation of Section 10(bliability under or otherwise in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby for any Loss (i) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates, (ii) to the extent arising from or relating to any matter disclosed in any Seller Disclosure Schedule or Disclosure Update Notice, (iii) to the extent arising from a change in Applicable Law that becomes effective on or after the Closing Date or (iv) to the extent such violation Loss is based on (i) the purchase accrued, provided or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companyreserved for, or otherwise taken into account, in the Financial Statements or in the calculation of the Working Capital (b) the communication of material nonpublic information about the Company or if Buyer shall have requested a reduction in Working Capital in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than such Loss as part of a securities offering the Purchase Price adjustment process contemplated by Section 2.2 and shall have agreed with Seller, or the Company;Accountant shall have determined, that no such reduction is appropriate). (e) with respect The Buyer Indemnified Parties will not have the right to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; indemnification under this Agreement (fincluding Section 11.2) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) Losses to the extent that the Indemnitee's action or failure to act was such Losses are based on Taxes: (i) not in good faith, or attributable to Post-Closing Tax Periods; (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed that are due to the best interests unavailability in any Post-Closing Tax Period of the Company, or, in any net operating losses or other cases, conduct was opposed to the Company's best interests, or Tax attribute from a Pre-Closing Tax Period; (iii) with respect to resulting from transactions or actions taken by Buyer, the Company or any criminal Action, with reasonable cause to believe his of their respective Affiliates on the Closing Date after the Closing that are not contemplated by this Agreement; or her conduct was unlawful; or (hiv) if a final nonappealable decision by a court having jurisdiction that result from Buyer’s breach of any of the covenants or agreements contained in the matter shall determine that such indemnification is not lawfulArticle 9.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right of Purchaser to be indemnified pursuant to Section 9.2 shall be the extent sole and exclusive remedy with respect to any Loss of whatever kind and nature, in law, equity or otherwise, known or unknown, which Purchaser have now or may have in the future, including without limitation, any Losses attributable to any inaccuracy or breach of any representation or warranty to Purchaser at or prior to Closing, or any failure to perform the covenants, agreements or undertakings contained in this Agreement, any Disclosure Schedule or certificate delivered pursuant hereto or any agreement or other document contemplated hereby, other than as a result of actual fraud by any Seller, and except as otherwise provided herein. The Parties acknowledge that payment for (A) except as expressly provided in Article 4, Sellers have not made and are not making any representations, warranties or commitments whatsoever regarding the same claims subject matter of this Agreement, express or amounts are actually made to the Indemnitee under a valid implied, and collectible insurance policy; provided(B) except as expressly provided in Article 4, however, that if it should subsequently be determined that the Indemnitee Purchaser is not legally entitled to retain relying and has not relied on, any such paymentrepresentations, warranties, projections, assumptions or commitments whatsoever regarding the restriction on indemnification pursuant to subject matter of this subparagraph (a) shall no longer apply;Agreement, express or implied. (b) Without limiting the effect of any other limitation contained in this Section 9.3, the indemnification provided for in this Article 9 shall not apply, and Purchaser shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the Indemnitee is aggregate amount of the Losses against which Purchaser would otherwise be entitled to be indemnified or receives a recovery under this Article 9 exceeds $100,000 (the “Basket”). If the aggregate amount of such Losses exceeds the Basket, then Purchaser shall, subject to the other limitations contained herein, be entitled to be indemnified for the same claims or amounts otherwise than pursuant entire amount of such Losses subject to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled Cap without regard to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Basket. (c) on account Except as set forth in this Section 9.3(c), Sellers’ indemnity obligations for Losses under this Article 9 shall be limited, in the aggregate, to 100% of the Purchase Price, as adjusted (the “Cap”), except in the case of fraud, intentional misrepresentation, intentional breach of representation or warranty or with respect to Section 4.4(a) hereof, which shall be unlimited. The sum of any violation amounts paid from the Escrowed Funds to Purchaser in connection with any Losses under this Article 9 shall be counted towards the Cap for the purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;this Article 9. (d) on account of Nothing in this Section 9.3 shall limit any violation of Section 10(b) of remedy any Purchaser may have against any Seller for fraud committed by such Seller or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulShareholder under applicable laws.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee Indemnitiee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification Indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act ’s conduct was (i) not in good faith, or (ii) not in the case best interests of the Company and Indemnitee did not reasonably believe Indemnitee’s conduct Indemnitee's official capacity with the Company, not was in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) committed, with respect to any criminal Action, with even though Indemnitee had reasonable cause to believe his or her conduct was unlawful; or (hf) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action Indemnitee acted or failure failed to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.