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 (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) 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 as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to The indemnification provided in this Section 7 shall constitute the extent that payment exclusive remedy for the same breach of representation and warranties in this Agreement, regardless of whether any claims or amounts causes of action asserted with respect to such matters are actually made to the Indemnitee under a valid and collectible insurance policybrought in contract, tort or any other legal theory whatsoever; provided, however, that if it should subsequently be determined that only in the Indemnitee is not legally entitled to retain any such paymentcase of fraud, the restriction on indemnification provisions in this Section 7 are in addition to, and not in derogation of, any statutory, equitable or common law remedy any party may have for breach of any representation or warranty. The maximum aggregate indemnification liability of SELLER shall be equal to 50% of the aggregate amount of all payments actually received by SELLER pursuant to Section 1.3 of this subparagraph (a) shall no longer apply;Agreement as of the time such Indemnified Party has the right to be indemnified. (b) Notwithstanding any other provisions of this Agreement, no party shall be liable under this Section 7 for an amount 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; providedextent, howeverif any, that if it should subsequently be determined that any damages giving rise to such amount results from a failure on the Indemnitee is part of the Indemnified Party to exercise good faith in not legally entitled to retain any such recovery, jeopardizing or prejudicing the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-interests of the Indemnifying Party. (c) on account No Indemnified Party shall seek or be entitled to incidental, indirect or consequential damages or damages for lost profits in any claim for indemnification under this Section 7, nor shall it accept payment 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, award or similar state law, judgment for such indemnification to the extent that such violation is based on award or judgment includes such party’s incidental, indirect or consequential damages or damages for lost profits. (id) All damages to which an Indemnified Party may be entitled pursuant to the purchase or sale provisions of a security by Indemnitee or a person affiliated this Section 7 shall be net of any insurance coverage 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 respect thereto and 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 tax benefits realizable by the Company;Indemnified Party. (e) with respect The Indemnifying Party shall not be required to make any transaction from which indemnification payment pursuant to this Section 7 until such time as the Indemnitee derived total amount of all damages that have been directly or indirectly suffered or incurred by an improper personal benefit Indemnified Party, or to which he an indemnified party has or she is not legally entitled; (f) have otherwise become subject, exceeds $50,000. If the total amount of such damages exceeds $50,000, the Indemnified Party shall be entitled to be indemnified against and compensated and reimbursed for the return amount 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 lawfulDamages exceeding $50,000.

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 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 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 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 (a) Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, pursuant to Section 7.2 or Section 7.3, as applicable, shall be equal to the extent that payment for Escrow Amount (the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy“Cap”); provided, however, that if it should subsequently the maximum aggregate amount of indemnifiable Losses that may be determined that recovered from the Indemnitee is not legally entitled Securityholders or the Acquiror, as applicable, with respect to retain (x) breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (Taxes), (y) any such paymentTax indemnification obligation under Section 7.2(c) and (z) any indemnification obligation under Sections 7.2(b) and 7.2(d) shall be equal to the Purchase Price, subject, in each case, to Section 7.5(a)(v); (ii) neither the restriction on Securityholders nor the Acquiror, as applicable, shall be liable to any Indemnified Party for any claim for indemnification pursuant to this subparagraph Section 7.2(a) or Section 7.3(a), as applicable, unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, equals or exceeds $250,000 (a) the “Basket Amount”), in which case the Securityholders or the Acquiror, as applicable, shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery be liable only for the same claims or amounts otherwise than pursuant to this Indemnification AgreementLosses in excess of the Basket Amount; provided, however, that if it should subsequently be determined that the Indemnitee is Basket Amount shall not legally entitled apply to retain any such recovery, the restriction on indemnification pursuant to this subparagraph indemnifiable Losses resulting from breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (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 thereunderTaxes); (diii) on account of the Securityholders shall not be obligated to indemnify any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Acquiror Indemnified Party with respect to any rules promulgated thereunder, or similar state law, Loss to the extent that a specific accrual or reserve for the amount of such violation is based identified Loss was reflected on (i) the purchase Interim Financial Statements, the Financial Statements 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 Companynotes thereto; (eiv) the Securityholders shall not be obligated to indemnify any Acquiror Indemnified Party 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) Loss to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) Acquiror received a benefit from the reflection of such matter 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 Companyadjustment of the Merger Consideration, orif any, in other cases, conduct was opposed as finally determined pursuant to Section 2.11; and (v) the Company's best interests, or (iii) liability of each Securityholder with respect to any criminal ActionLosses hereunder shall be limited to such Person’s pro rata portion of such Losses (based upon the portion of the Merger Consideration received by such Securityholder), with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction including in the matter event of fraud, and in no event shall determine that any Securityholder be liable for any Losses, including in the event of fraud, in excess of the portion of the Merger Consideration actually received by such indemnification is not lawfulPerson.

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 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 (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) 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.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there an Indemnifying Party shall not be no liable for any claim for indemnification pursuant to this Indemnification Agreement: Section 10.2(a) or Section 10.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party under Section 10.2(a) or Section 10.3(a), as the case may be, equals or exceeds [***] Dollars (a$[***]) (such amount, the “Tipping Basket”), after which, subject to the extent that payment other limitations set forth in this ARTICLE 10, the Indemnifying Party shall be liable for the same claims or amounts are actually made to full amount of all Losses and not only those in excess of the Indemnitee under a valid and collectible insurance policyTipping Basket; provided, however, that if it should subsequently be determined that the Indemnitee is foregoing limitations shall not legally entitled apply to retain any such paymentbreaches of, or inaccuracies in, the restriction on Fundamental Representations. Claims for indemnification pursuant to any other provision of Section 10.2 or Section 10.3 not referenced in this subparagraph (aSection 10.4(a) shall no longer apply;are not subject to the monetary limitations set forth in this Section 10.4(a), but are subject to the other limitations set forth in this ARTICLE 10. For purposes of this ARTICLE 10, all qualifications as to materiality, including each reference to the words “Material Adverse Change”, “material” and “materiality” and all similar phrases and words, in any representation, warranty, covenant or agreement contained herein will be disregarded for purposes of calculating Losses. (b) Notwithstanding anything to the extent that contrary contained in this Agreement, other than with respect to a Securityholder’s Securityholder Indemnity Events, which is governed by Section 10.4(d), recovery directly against the Indemnitee Securityholders with respect to each Securityholder’s Pro Rata Percentage of the Closing Payment (and subject to the Indemnification Cap in the aggregate) and Buyer’s right of set-off under Section 10.8 shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which it is indemnified or receives a recovery for entitled to indemnification from the same claims or amounts otherwise than pursuant to this Indemnification AgreementSecurityholders under Section 10.2; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recoverythat, 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 prior 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 faithClosing, 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.Buyer can seek recovery only from the

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to From and after 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 paymentClosing, the restriction on indemnification pursuant Seller Parties will not have any obligation to this subparagraph indemnify Purchaser Indemnitees with respect to any Indemnifiable Losses arising under Section 11.2(a)(i) until Purchaser Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000 (athe “Basket”) shall no longer apply;(at which point the Seller Parties will be obligated to indemnify Purchaser Indemnitees for all such Indemnifiable Losses). (b) Prior 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 recoveryClosing, the restriction on indemnification pursuant limitations set forth in Section 11.3(a) and Section 11.4 shall not apply to any breaches by the Company or Seller of the representations, warranties or covenants contained in this subparagraph (b) shall no longer apply; -4-Agreement or in the documents and agreements contemplated hereby. (c) on account The liability of any violation of Section 16(b) Person under Article 11 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the Securities Exchange Act provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 11.3, shall be deemed a waiver by any Person to this Agreement of 1934any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, as amendednor shall any such provisions limit, or be deemed to limit, (a) the amounts of recovery sought or awarded in any such claim for fraud, (b) the time period during which a claim for fraud may be brought, or (c) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, that with respect to such rights and rules promulgated thereunder;remedies at law or equity, the parties hereto further acknowledge and agree that none of the provisions of this Section 11.3(c), nor any reference to this Section 11.3(c) throughout this Agreement, shall be deemed a waiver of any defenses which may be available in respect of actions or claims for fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (d) on account of any violation of Section 10(b) Effective as of the Securities Exchange Act Closing, the Seller Parties hereby waive and release any and all rights that it may have under this Agreement or any other document contemplated by this Agreement to assert claims 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 contribution against 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 For purposes of determining whether any representation or warranty has been breached for purposes of this Article 11, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read without regard to any transaction from which the Indemnitee derived an improper personal benefit to which he materiality (including Company Material Adverse Effect or she is not legally entitled; (fPurchaser Material Adverse Effect) 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 lawfulqualifications contained therein.

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 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.