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 Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The Sellers shall not have any obligation to provide indemnification for Losses pursuant to Section 12.1(a) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that payment for the same claims or amounts are actually made aggregate amount of all such Losses pursuant to such Section exceeds $600,000 (the "Basket Amount"), in which case the Sellers shall be liable to the Indemnitee under a valid and collectible insurance policyBuyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that if any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of the Sellers to provide indemnification for all Losses pursuant to Section 12.1(a), (b), (c) and (d) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it should subsequently be determined is expressly understood and agreed that the Indemnitee is limitations contained in this Section 12.4(a) shall not legally entitled apply to retain any such payment, (i) the restriction on obligation of the Sellers to provide indemnification pursuant to this subparagraph Section 12.1(e), (af) shall no longer apply;and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than aggregate amount of all such Losses pursuant to this Indemnification Agreement; such Section exceeds the Basket Amount, in which case Buyer shall be liable to the Sellers only for such Losses in excess of the Basket Amount, provided, however, that if it should subsequently any materiality or material adverse effect qualification in any such representation or warranty shall be determined disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 12.2(a) and (b) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by Buyer prior to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the Indemnitee is limitations contained in this Section 12.4(b) shall not legally entitled apply to retain any such recovery, the restriction on obligation of Buyer to provide indemnification pursuant to this subparagraph Section 12.2(c) or (b) shall no longer apply; -4-d). (c) The representations and warranties of the Sellers and the Company on account the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until the second anniversary of the Closing Date; provided that (i) the representations and warranties set forth in Sections 4.2, 4.5, 4.13 and 5.2 shall survive indefinitely and without limitation, (ii) the representations and warranties set forth in Section 4.12 shall survive until the expiration of the statute of limitations applicable to the matters covered thereby and (iii) all Environmental Representations shall survive until the earlier of the fifth anniversary of the Closing Date or the expiration of the statute of limitations applicable to the matters covered thereby. Notwithstanding the foregoing, in the event that a Change of Control of the Company occurs at any time after the Closing, all Environmental Representations, and rights to indemnification in respect thereof, shall terminate and cease to be of any violation further force or effect on the later of Section 16(b(i) the date of such Change of Control and (ii) the third anniversary of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;Closing Date. (d) on account Other than in respect of Claims based upon actual fraud, the indemnification provisions of this Article XII shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations and warranties that survive the Closing and in respect of any violation of Section 10(b) of the Securities Exchange Act of 1934inaccuracy or omission in any certificate, as amended (the "Exchange Act"), and any rules promulgated thereunder, documents or similar state law, other information furnished 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 Buyer in connection with this Agreement or the transactions contemplated hereby and for any transaction on or through the facilities breaches 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 covenants and agreements under this Agreement occurring 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 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 lawfulClosing.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Warrantors collectively by all Purchaser Indemnitees pursuant to Section 9.2(a)(i) and Section 9.2(a)(vi) (other than with respect to the extent that payment for Company Fundamental Warranties and 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 (aWarrantor Fundamental Warranties) shall no longer applybe US$700,000,000; (b) no Warrantor shall be liable to any Purchaser Indemnitee for any claim for indemnification unless and until the extent aggregate amount of indemnifiable Losses that may be recovered from the Warrantors equals or exceeds $5,000,000, in which case the Warrantors shall indemnify such Purchaser Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant Losses from the first dollar (subject to other limitations provided in this Indemnification Agreement; Article IX) (provided, howeverthat in each such case, that if it should subsequently be determined that in determining the Indemnitee is not legally entitled to retain existence of, or amount of Losses resulting from, arising out of, or related to, any breach of or inaccuracy in any such recoveryrepresentation or warranty, the restriction on indemnification pursuant to this subparagraph (b) terms “material”, “materiality”, “Material Adverse Effect” or other similar terms shall no longer apply; -4-be disregarded and deleted from such representations and warranties for all purposes); (c) the Warrantors shall not be obligated to indemnify any Purchaser Indemnitee with respect to any Loss to the extent (i) that a specific accrual or reserve for the amount of such Loss was reflected on account of any violation the Financial Statements or the notes thereto which accrual or reserve does not constitute a breach of Section 16(b3.7, (ii) reflected in the Closing Statement; provided that the Loss reflected in the Closing Statement has been taken into account in the calculation of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunderFinal Purchase Price; (d) on account of no Person shall have a right to make a claim for any violation of Section 10(b) of the Securities Exchange Act of 1934Loss for contingent or inchoate claims and may claim only for a Loss that has, as amended (the "Exchange Act")in fact, and any rules promulgated thereunder, been paid 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 Companyincurred; (e) the Warrantors shall not have any liability under any provision of this Agreement for any punitive, incidental, consequential or special damages, except in each case awarded by a court of competent jurisdiction in connection with respect to any transaction from which a Third Party Claim or are otherwise reasonably foreseeable results of the Indemnitee derived an improper personal benefit to which he or she is not legally entitledapplicable breach; (f) for the return Purchaser Indemnitees’ right to indemnification pursuant to this Agreement shall be reduced by (i) all insurance or other proceeds actually recovered (but net of all costs and expenses incurred in order to obtain such recovery) by Purchaser Indemnitees from third parties, including, pursuant to indemnification obligations of third parties in favor of the Group Companies, and (ii) the amount of any remuneration paid to the Indemnitee that is held Tax benefit actually realized by any court Purchaser Indemnitee or its Affiliates as a result of such Losses (determined on a with and without basis) in a final judgment to have been illegal the year such Losses are incurred or improperthe indemnity payment is made; (g) in no circumstances shall the Indemnified Parties be entitled to the extent that the Indemnitee's action or failure to act was (i) not recover an amount of Losses more than once under this Agreement 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 respect 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; orsame Loss; (h) if a final nonappealable decision by a court having jurisdiction notwithstanding anything herein to the contrary, the limitations set forth in the matter this Section 9.3 shall determine that such indemnification is not lawfulapply to fraud.

Limits on Indemnification. (i) Except as stated in Paragraph 6the case of (A) claims grounded in actual fraud in connection with this Agreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, there no Party shall have any liability for any Adverse Consequences resulting from a breach of this Agreement until the aggregate amount of such Adverse Consequences exceeds an amount equal to One Hundred Twenty Thousand Dollars ($120,000) (the “Deductible”), whereupon all Adverse Consequences from the first dollar will be recoverable. (ii) Except in the case of (A) claims grounded in actual fraud in connection with this Agreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, the aggregate liability of any Member under this Section 8 shall be capped at allocated to such Member on Schedule 3. In no indemnification pursuant to this Indemnification Agreement:event will any Member’s aggregate liability hereunder exceed . (aiii) None of the Parties will have any liability to another Party under this Section 8 for any Adverse Consequence to the extent that payment for (i) such Adverse Consequence relates to a liability or matter with respect to which the same claims or amounts are actually aggrieved Party has made to the Indemnitee under recovery from 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 Person other than another Party to this subparagraph Agreement (a) shall no longer apply; (b) to the extent that of such recovery) or (ii) such Adverse Consequence would not have arisen but for a voluntary act or omission after the Indemnitee is indemnified Closing by the aggrieved Party outside the Ordinary Course of Business or receives a recovery for at the same claims or amounts otherwise than pursuant to express written instruction of the aggrieved Party outside the Ordinary Course of Business. (iv) The amount of any and all Adverse Consequences under this Indemnification Agreement; provided, however, that if it should subsequently Section 8 shall 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 net of any violation of Section 16(b) of amounts actually recovered by the Securities Exchange Act of 1934indemnified Party under insurance policies, as amended, and rules promulgated thereunder; indemnities or other reimbursement arrangements with respect to such Adverse Consequences (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"such amounts actually recovered being “Third Party Recoveries”), and any rules promulgated thereunder, or similar state law, such amounts shall not be counted against the Deductible. Each Party shall use its respective commercially reasonable efforts to make any available Third Party Recoveries prior to seeking indemnification hereunder. (v) Except in the extent that such violation is based on case (iA) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is claims grounded in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company actual fraud in connection with any transaction on this Agreement or through the facilities transactions contemplated hereby (in respect of which all available rights and remedies may be exercised) or (B) a national securities exchange or from or through a broker or dealerviolation of Section 6 hereof (in respect of which the Parties may also seek non-monetary equitable relief), other than as part of a securities offering by the Company; (e) Parties’ sole and exclusive remedies with respect to any transaction from which and all claims relating to the Indemnitee derived an improper personal benefit subject matter of this Agreement shall be pursuant to which he the indemnification provisions set forth in this Section 8; provided that the foregoing shall not limit rights or she is remedies expressly provided for in any other agreement executed pursuant to this Agreement or rights or remedies which, as a matter of applicable law or public policy, cannot legally entitled;be limited or waived. (fvi) In no event will any Party be entitled to recover or make a claim for any amounts in respect of consequential, diminution in value, special, incidental or indirect damages, lost profits, lost business opportunities, damages to reputation, treble, remote, speculative, exemplary or punitive damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating 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 lawfulAdverse Consequences.

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) Except as otherwise provided in this Section 7.6, the maximum aggregate amount of indemnifiable Losses that may be recovered by any Indemnified Party under Section 7.2 shall be the Acquiror Escrow Amount or under Section 7.3 shall be an amount equal to the extent that payment for Acquiror Escrow Amount (valued as of the same claims or amounts are actually made to Closing Date) (such cap on indemnification, as applicable, the Indemnitee under a valid and collectible insurance policy“Indemnity Cap”); provided, however, that if it should subsequently the Indemnity Cap and the Threshold shall not be determined that the Indemnitee is not legally applicable with respect to, and each Acquiror Indemnified Party shall be entitled to retain be indemnified, from the Acquiror Escrow Amount and/or by the Stockholders on a several basis, for, all Losses arising out of or resulting from the indemnification obligation with respect to (x) the breach or inaccuracy of any such paymentrepresentation or warranty (A) of the Company contained in Sections 3.2 (Authority) 3.4 (Capitalization), and 3.15 (Taxes) hereof, (B) of any Stockholder contained in Section 2.3 (Title) of the restriction on indemnification pursuant to this subparagraph Consent and Indemnity Agreement or (ay) shall no longer apply;intentional misrepresentation by the Company or fraud. (b) Without limitation of the indemnity obligations under this Article VII, from and after the consummation of the Closing, (i) the Company shall have no obligation or liability whatsoever in respect of Losses arising out of or resulting from the indemnification obligations in this Article VII; and (ii) notwithstanding anything in this Agreement 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 recoverycontrary, the restriction on Stockholders shall have no right of indemnification, contribution or reimbursement from or remedy against the Company and/or the Surviving Corporation as a result of any indemnification pursuant they are required to make under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation in this subparagraph (b) Agreement or in any certificate, document or other instrument delivered herewith, and, except as set forth in Section 5.14, the Stockholders shall no longer apply; -4-be deemed to have released, waived and forever discharged any right to indemnification, contribution or reimbursement that they may have at any time after the consummation of the Closing against the Company and/or the Surviving Corporation under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement, any Ancillary Agreement or in any certificate, document or other instrument delivered herewith or therewith. (c) on account of Following the Effective Date, no party shall have any violation of Section 16(b) obligation to indemnify any of the Securities Exchange Act other parties pursuant to this Article VII unless and until the aggregate amount of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) all such individual Losses incurred or sustained by such party exceeds 1% of the Securities Exchange Act of 1934, as amended Merger Consideration (the "Exchange Act"“Threshold”), and any rules promulgated thereunderin which case the applicable Indemnifying Parties shall be liable from the first dollar of all such Losses, or similar state law, subject 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 lawfulSection 7.6(a).

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 No Purchaser Indemnified Party shall be no entitled to indemnification for any Losses arising pursuant to this Indemnification Agreement: Section 9.2(a)(i) until the aggregate amount of all Losses under all claims of Purchaser Indemnified Party pursuant to Section 9.2(a)(i) shall exceed Two Hundred and Fifty Thousand Dollars (a$250,000) (the “Purchaser Indemnitee Deductible”), at which time all Losses incurred in excess of the Purchaser Indemnitee Deductible shall be subject to indemnification hereunder. The amount of any Losses otherwise recoverable under Section 9.2(a) or applicable to the extent Purchaser Indemnitee Deductible shall be reduced by any amounts actually received by a Purchaser Indemnified Party under insurance policies (net of any costs incurred in connection with the collection thereof and any increase in insurance premium or reduction in policy limits attributable thereto); provided, that payment for the same claims Purchaser shall have no obligation to file any insurance claim in respect of any indemnifiable Loss hereunder. The Purchaser Indemnitee Deductible shall not apply to Losses covered by Section 9.2(a)(ii), (iii) or amounts are actually made (iv). Notwithstanding anything to the Indemnitee contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from Seller arising out of or resulting from the causes enumerated in Section 9.2 (other than Liabilities arising under Article VII), whether arising as a valid and collectible insurance policycontract or tort claim or otherwise under or in respect of this Agreement, shall be an amount equal to 40% of the Purchase Price as it may be adjusted in accordance with the terms hereof (the “Cap”); provided, however, that if it should subsequently be determined that the Indemnitee is Cap shall not legally entitled apply to retain any such paymentLosses arising or resulting from any Excluded Liabilities, 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 from 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) breach 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 thereundercovenants set forth in Sections 5.8 or 5.17, 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 lawfulfraud.

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(a) No claim may be asserted against Seller or Buyer for breach of any representation or warranty, there shall be no covenant or agreement contained herein, or for indemnification pursuant to Sections ‎11.1 or ‎11.2, unless written notice of such claim pursuant to ‎Section 11.3 is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation or warranty, covenant or agreement or right to indemnification on which such claim is based ceases to survive as set forth in ‎Section 11.5, and any claim brought after such date shall be barred. (b) Notwithstanding anything to the contrary contained in this Indemnification Agreement: (ai) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the extent that payment for Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the same claims representations 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 paymentwarranties set forth in Section ‎4.7(e), the restriction on indemnification pursuant to maximum aggregate amount of indemnifiable Losses that may be recovered under this subparagraph Agreement from Seller by Buyer (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 including 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; (eBuyer 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 breach of any remuneration paid to the Indemnitee that is held by any court representation or warranty described 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 faith‎Section 11.1(a), or from Buyer by Seller (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 including any other cases, conduct was opposed to the Company's best interests, or (iiiSeller Indemnified Party) with respect to any criminal Actionbreach of any representation or warranty described in ‎Section 11.2(a), shall be one million Dollars ($1,000,000) (the “Indemnification Cap”); (ii) other than with respect to claims for indemnification based on, with reasonable cause respect to believe his or her conduct was unlawful; orby reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for such breach and any other breach arising from substantially similar occurrences, events or sets of facts exceed fifty thousand Dollars ($50,000) (the “De Minimis Amount”), provided, that if the aggregate amount of indemnifiable Losses for such claim is greater than or equal to the De Minimis Amount then the entire amount of such Losses in respect of such claim will be eligible for indemnity pursuant to and subject to the terms and conditions of this ‎Article XI; (hA) if a final nonappealable decision other than with respect to claims for indemnification based on, with respect to or by a court having jurisdiction reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party in respect of all such claims, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Basket Amount”), in which case such party shall be liable only for the Losses in excess of the Basket Amount; and (B) Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in the matter first sentence of ‎Section 4.8(c) or in the last sentence of ‎Section 4.9, for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for all such breaches, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Assets Basket Amount”), in which case Seller shall determine be liable only for the Losses for such breaches in excess of the Assets Basket Amount to the extent in excess of the Basket Amount; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to Environmental Indemnification Matters shall be six million Dollars ($6,000,000); and (v) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to ‎Section 11.1(a) (other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations or any of the representations or warranties set forth in ‎Section 4.7(e)) and ‎Section 11.1(b) shall be the Purchase Price. (c) The parties hereby acknowledge and agree that for purposes of this ‎Article XI, qualifications as to materiality or Material Adverse Effect (or any similar qualification) in any representation or warranty set forth herein (except for any representation or warranty set forth in ‎Section 4.5 or ‎Section 4.6(b) or any Specified Qualifier) shall be ignored for the purposes of determining whether a breach of a representation or warranty has occurred and the applicable amount of Losses in respect of such breached representation or warranty. (d) Notwithstanding the foregoing, the amount of any indemnifiable Losses payable by the Indemnifying Party shall be reduced, without duplication, by (i) amounts actually recovered, if any, under applicable insurance policies or any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim (in each case minus any reasonable out of pocket cost or expense of recovery or increased premiums) and (ii) any Tax benefits actually realized by the Indemnified Party or any of its Affiliates in the year of payment indemnifying for such Loss or arising in connection with the accrual, incurrence or payment of any Loss. Each Indemnified Party shall use commercially reasonable efforts to seek or continue to pursue recovery under any insurance policy, or from any Person responsible for such Loss, with respect to any amount of Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, or resolves a Loss for less than the amount claimed in respect of such Loss, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification is payment up to the amount received by the Indemnified Party, or the amount received in excess of the applicable Loss, as applicable, in each case, net of any expenses incurred by such Indemnified Party in collecting such amount. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. The Indemnified Party shall not lawfulbe entitled to recover more than once in respect of the same Losses suffered. (f) For the avoidance of doubt, Losses arising from breaches of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations and the representations and warranties set forth in ‎Section 4.7(e), and any Losses incurred by any Buyer Indemnified Party pursuant to Section ‎11.1(b) through ‎Section 11.1(i) and any Losses incurred by any Seller Indemnified Party pursuant to ‎Section 9.4(i) or Sections ‎11.2(b) through ‎11.2(f), shall not be subject to the Indemnification Cap, the De Minimis Amount or the Basket Amount. The limitations of liability set forth in this ‎Section 11.6 shall not apply in the event of any liability of Seller to indemnify Buyer Indemnified Parties pursuant to ‎Section 11.1 arising from any Fraud in respect of the representations contained in ‎Article IV or ‎Article VI on the part of Seller or the Company, or in the event of any liability of Buyer to indemnify Seller Indemnified Parties pursuant to ‎Section 11.2 arising from any Fraud in respect of the representations contained in ‎Article VII on the part of Buyer.

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 The indemnification provided for in Paragraph 6, there this Article VI shall be no indemnification pursuant subject to this Indemnification Agreementthe following limitations: (a) With respect to any Loss recovered by the extent that payment for Buyer Indemnified Parties from 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 Sellers pursuant to this subparagraph (a) shall Article VI, no longer apply;Seller will be liable for more than such Seller’s Pro Rata Portion of the amount of such Loss. (b) No Indemnified Party shall be entitled to indemnification pursuant to Section 6.2(a)(i) or Section 6.2(b)(i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party equals or exceeds [*] (the “Deductible”), in which case the Indemnifying Party shall be liable to the extent that of such Losses in excess of the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification AgreementDeductible; provided, however, that if it should subsequently be determined that the Indemnitee is foregoing shall not legally entitled to retain apply in the event of fraud (whether fraudulent action or fraudulent omission but excluding constructive fraud) or intentional misrepresentation (but excluding negligent misrepresentation) on the part of any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Indemnifying Party. (c) on account The maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties from the Sellers pursuant to Section 6.2(a)(i) shall not exceed [*] actually paid to Sellers as of the date of the indemnity claim, except that (1) the liability of each Seller shall not exceed [*] of the portion of the Purchase Price actually paid to such Seller as of the date of the indemnity claim if such liability arises from its breach of any violation of Section 16(b) of the Securities Exchange Act Seller Fundamental Representations or any covenants of 1934, as amendedthe Sellers, and rules promulgated thereunder;(2) the limitations set forth in this Section 6.4(c) shall not apply with respect to indemnity obligations in the case of Losses arising from fraud (whether fraudulent act or fraudulent omission, and including intentional misrepresentation, but excluding negligent misrepresentation and constructive fraud). (d) on account The maximum aggregate amount of indemnifiable Losses which may be recovered by a Seller Indemnified Party from the Buyer pursuant to Section 6.2(b)(i) shall not exceed [*] actually paid to the Seller to which such Seller Indemnified Party is related as of the date of the indemnity claim, except that (1) the liability of Buyer shall not exceed [*] of the portion of the Purchase Price actually paid to the Seller to which such Seller Indemnified Party is related as of the date of the indemnity claim if such liability arises from its breach of any violation of Section 10(b) of the Securities Exchange Act Buyer Fundamental Representations or any covenants of 1934the Buyer and (2) the limitations set forth in this Section 6.4(d) shall not apply with respect to indemnity obligations in the case of Losses arising from fraud (whether fraudulent act or fraudulent omission, as amended and including intentional misrepresentation, but excluding negligent misrepresentation and constructive fraud). (e) If any Indemnified Party recovers any amounts in respect of Losses from any third party, including but not limited to Tax benefits, insurance proceeds or other third-party payments at any time after any Indemnifying Party has paid all or a portion of such Losses to the "Exchange Act"Indemnified Party pursuant to the provisions hereof, and such Indemnified Party has therefore recovered from the Indemnifying Party and any relevant third party an amount which is greater than the Losses suffered or incurred by the Indemnified Party (such amount being an “Excess Recovery”), and any rules promulgated thereunder, or similar state law, then the Indemnified Party shall repay to the extent that such violation is based on Indemnifying Party an amount (in aggregate) equal to the lesser of (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 Excess Recovery; and (bii) the communication amount the Indemnifying Party has paid to the Indemnified Party in respect 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;relevant Losses. (f) No Indemnified Party shall be entitled under this Article VI to be compensated more than once 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 lawfulsame Losses.

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 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 Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there shall the maximum aggregate amount of indemnifiable Losses that may be no indemnification pursuant to this Indemnification Agreement: recovered from (a) Seller and Albireo Pharma by Buyer Indemnitees pursuant to Section 8.1(a) shall equal the Purchase Price, and (b) Buyer by Seller Indemnitees pursuant to Section 8.1(b) shall equal the Purchase Price. Notwithstanding anything to the contrary set forth herein, except to the extent that payment actually awarded against an Indemnified Party pursuant to a judgment with respect to a Third Party Claim (as defined in Section 8.2(b)), no Party hereto shall have any liability under any provision of this Agreement (including this ARTICLE VIII) for the same claims any punitive, incidental, special or amounts are actually made indirect damages or damages for or otherwise based on business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating 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 breach or alleged breach of this Agreement. Each Person entitled to retain indemnification hereunder will take commercially reasonable steps to mitigate all Damages after becoming aware of any such payment, the restriction on indemnification pursuant event that could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith. Notwithstanding any other provision of this subparagraph (a) shall no longer apply; (b) Agreement 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; providedcontrary, 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) Damages claimed hereunder will be reasonable and in good faith in light of the purchase facts then known regarding such Damages, and (ii) if on the Closing Date the Indemnitee knows of any information that would cause one or sale more of a security by Indemnitee the representations, warranties 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 covenants made by the Company; (e) Indemnitor to be inaccurate as of the date made, the Indemnitee will have no right or remedy after the Closing 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 such inaccuracy and will be deemed to have been illegal or improper; (g) waived its rights to the extent that the Indemnitee's action or failure to act was (i) not indemnification 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.thereof. ​ ​

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) No claim may be asserted against any Indemnifying Party for breach of any representation or warranty contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, in each case, to the extent that payment for the same claims required by Section 10.4(a) or amounts are actually made Section 10.4(b), as applicable. The failure to the Indemnitee under a valid and collectible insurance policy; providedprovide such notice, however, that if it should subsequently be determined that shall not release the Indemnitee is not legally entitled to retain Indemnifying Party from any such payment, the restriction on indemnification pursuant to of its obligations under this subparagraph (a) shall no longer apply; (b) Article X except to the extent that the Indemnitee Indemnifying Party 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 prejudiced by such recovery, the restriction on indemnification pursuant to this subparagraph failure. (b) The Parties shall no longer apply; -4-cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any such claim, liability or Loss. In the event that the Company, the Seller or ASAC, as the case may be, shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the Indemnifying Party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the foregoing, the Company, the Seller and ASAC shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (c) on account of To the extent that the Company receives indemnification from the Seller with respect to any violation of Section 16(b) Losses, in no event shall ASAC have any right to indemnification from the Seller with respect to the subject matter of the Securities Exchange Act claim that was the source of 1934such indemnification of the Company by the Seller, as amendedexcept to the extent that ASAC’s Losses do not result from or are not derivative from the Company’s Losses, and rules promulgated thereunder;no Party shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be required to indemnify the Company Indemnified Parties pursuant to Section 10.2(a)(iv) based on account of any violation of Section 10(bclause (v) of the Securities Exchange Act definition of 1934“Excluded Taxes” in excess of $200,000,000.00 in the aggregate. For the avoidance of doubt, as amended (in no event shall the "Exchange Act"), and any rules promulgated thereunder, or similar state law, Seller be obligated 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 indemnify 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) Indemnified Parties pursuant to this Article X with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he Direct Claims or she is not legally entitled; (f) for the return of any remuneration paid Third Party Claims relating to the Indemnitee that is held by any court New VH NOLs 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) excess of $200,000,000.00 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 lawfulaggregate.

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) 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 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 (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 (a) No claim may be asserted against either Party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as stated set forth in Paragraph 6Section 11.1 (Survival), there in which case such representation, warranty or covenant shall be no indemnification pursuant survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Indemnification Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) and Section 11.2(d) (Indemnification by Seller) shall be U.S.$54,500,000 (the extent that payment for 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 be determined the Cap shall not apply to indemnifiable Losses incurred by a Purchaser Indemnified Party that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph arise from (aA) shall no longer apply; a breach or inaccuracy of a Core Representation or (bB) fraud of Seller (to the extent that determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Seller Special Losses”). The maximum aggregate liability of Seller for any indemnification claims (arising from Seller Special Losses or otherwise) under this Section 11.6 shall not exceed the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification AgreementPurchase Price; provided, however, that if it should subsequently there shall be no maximum liability for Losses incurred as a result of fraud of Seller (to the extent determined that the Indemnitee is by a final judgment not legally entitled subject to retain appeal by a court of competent jurisdiction); (ii) Seller shall not be liable to any such recovery, the restriction on Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller (including, without limitation, all Losses that may be recovered from Seller pursuant to Section 11.2(d)), equals or exceeds U.S.$5,450,000 (the “Deductible Amount”), in which case Seller shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses may be claimed by any Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses for purposes of this subparagraph clause (bii) shall no longer apply; -4- other than Losses in excess of (cA) on account U.S.$250,000 in respect of any violation claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the breach of Section 16(b4.12 (Litigation) or (B) U.S.$100,000 (the “Minimum Loss Amount”) in all other cases, in each case, resulting from any single claim or aggregated claims arising out of the Securities Exchange Act of 1934same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as amended, and rules promulgated thereundera threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes); (diii) on account Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(d) (Indemnification by Seller) unless and until the aggregate amount of any violation indemnifiable Losses that may be recovered from Seller equals or exceeds U.S.$1,000,000, in which case Seller shall be liable only for the Losses in excess of U.S.$1,000,000; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser by all Seller Indemnified Parties pursuant to Section 11.3(a) (Indemnification by Purchaser) shall be the Cap; provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Seller Indemnified Party that arise from (A) a breach or inaccuracy of Section 10(b5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), or Section 5.7 (Brokers or Finders) or (B) fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Purchaser Special Losses”). The maximum aggregate liability of Purchaser for any indemnification claims (arising from Purchaser Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price, provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (v) Purchaser shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) (Indemnification by Purchaser) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser equals or exceeds the Deductible Amount, in which case Purchaser shall be liable only for the Losses in excess of the Securities Exchange Act Deductible Amount; provided, however, that in any event no Losses for a claim under Section 11.3(a) (Indemnification by Purchaser) may be claimed by any Seller Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the aggregate Losses for purposes of 1934this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as amended a threshold to any indemnification claims for Purchaser Special Losses or for Losses described in Section 11.4(a)(ii); (the "Exchange Act")vi) no Party shall have any Liability under any provision of this Agreement for any punitive, and any rules promulgated thereunderincidental, consequential, special or indirect damages, including business interruption, loss of future revenue whether or not expected, profits or income, or similar state lawloss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent that such violation is based on damages are specifically included in Third Party Claims and result in Losses; and (vii) any claim for indemnification under this Section 11.6 by any Party shall be bona fide and made in good faith. (c) For all purposes of this Section 11.6 (and for the avoidance of doubt, for all purposes of Section 11.4 (Indemnification for Taxes)), “Losses” shall be net of any (i) insurance or other recoveries actually received by the purchase Indemnified Party 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 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 facts giving rise 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 right of indemnification and (ii) any Tax Benefit realized by the Indemnified Party or its Affiliates in the case of conduct Indemnitee's official capacity connection with the Company, not in a manner he or she reasonably believed to be in or not opposed facts giving rise to the best interests right 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 lawfulindemnification.

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.