Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this 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 the 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 Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 12.1(a) or (b) 14.1 arising out of or related to breaches of representations and warranties referred to therein, (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $600,000 1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"), in which case the Sellers . Seller shall be liable obligated to the Buyer Indemnified Parties only provide indemnification for such all Losses in excess arising out of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect related 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 any covenant or warranty to determine whether the Basket Amount has been metagreement of Seller. The maximum obligation of the Sellers Seller to provide indemnification for all Losses pursuant to (i) Section 12.1(a), (b), (c) and (d) 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and in respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Closing Date (ii) Section 14.6, shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding 9,400,000 in the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) 14.2 arising out of or related to breaches of representations and warranties referred to therein, (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, Amount in which case Buyer shall be liable to the Sellers Seller only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in any such representation or warranty . Buyer shall be disregarded solely obligated to provide indemnification for purposes all Losses arising out of calculating the magnitude of Losses resulting from or related to the breach of such representation any covenant or warranty to determine whether the Basket Amount has been metagreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 12.2(a) and (b) 14.2 arising out of or related to breaches of representations and warranties and in respect (but not for any breach of covenants and agreements to be performed by Buyer prior to the Closing Date any covenant or agreement of Buyer, or TPC if applicable) shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that 9,400,000 in the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)aggregate. (c) The representations and warranties of the Sellers TPC and the Company Seller on the one hand hand, and Buyer Buyer, on the other 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 13th month anniversary of the Closing Date; provided provided, however, that (i) the representations and warranties set forth contained in Sections 4.2, 4.5, 4.13 and 5.2 Section 4.14 shall survive indefinitely and without limitationlast for six years, (ii) the representations and warranties set forth contained in Section 4.12 4.17 and Section 4.18 shall survive continue until the expiration of the applicable statute of limitations applicable relating to the matters covered thereby and (iii) all Environmental Representations shall survive until the earlier cause of the fifth anniversary of the Closing Date or the expiration of the statute of limitations applicable action giving rise 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 further force or effect on the later of (i) the date of such Change of Control Losses and (ii) the third anniversary of the Closing Daterepresentations contained in Sections 4.2 and 4.3 shall survive indefinitely. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Seller and X'Xxxxxx 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 be liable to the extent that Buyer for any Loss arising hereunder until the aggregate amount of all such Losses pursuant to such Section exceeds Fifty Thousand Dollars ($600,000 50,000) in the aggregate (the "Basket Threshold Amount"), in at which case the Sellers shall be liable to the Buyer Indemnified Parties time only for such those Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty Threshold Amount 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 subject to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it is expressly understood Seller's and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide X'Xxxxxx'x indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12obligations. (b) Buyer shall not have Notwithstanding any obligation to provide indemnification for Losses pursuant to Section 12.2(a) arising out provision of or related to breaches of representations and warranties referred to therein, except the Agreement to the extent that contrary, the aggregate maximum liability of the Seller and X'Xxxxxx to the Buyer in connection with this Agreement shall equal the lesser of: (i) the amount of all such Losses pursuant the Purchase Price paid to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) Seller or (dii) Eight Million Five Hundred Thousand Dollars ($8,500,000.00). (c) The representations and warranties Notwithstanding any other provision of the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant heretoAgreement, and in addition to any other rights and remedies available to the Buyer and Toymax, the Seller and X'Xxxxxx acknowledge and agree that the Buyer and Toymax shall have the right of set-off and reduction against any other amounts owed to the Seller by the Buyer or any of its Affiliates, in respect of all Losses with respect to which the Buyer and Toymax is entitled to indemnification in under this Article VII. To the extent that, at the time the payment of a Contingent Payment or an Additional Payment is due and there are outstanding Claims pending against the Seller and X'Xxxxxx for indemnification, the aggregate amount of such Claims shall not be paid with respect thereofto such Contingent Payment or Additional Payment, shall survive until any and all such Claims are settled or paid to the Closing Buyer and continue in effect until Toymax. The Buyer and Toymax agree to notify the second anniversary Seller of any such set-off by the Closing DateBuyer; provided that (i) the representations and warranties set forth in Sections 4.2, 4.5, 4.13 and 5.2 failure to give such notice shall survive indefinitely and without limitation, (ii) not affect the representations and warranties set forth in validity thereof. If it is determined that any portion of a Contingent Payment or an Additional Payment withheld pursuant to this Section 4.12 shall survive until the expiration of the statute of limitations applicable 7.5 should have been paid to the matters covered thereby and (iii) all Environmental Representations Seller, the Buyer shall survive until the earlier of the fifth anniversary of the Closing Date or the expiration of the statute of limitations applicable pay to the matters covered thereby. Notwithstanding Seller an amount by wire transfer of immediately available funds equal to such amount wrongfully withheld plus interest which shall accrue at an annual compounded rate equal to the foregoing, general prime rate 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 further force or effect on the later of (i) applicable date as reflected in the Wall Street Journal calculated from the date of such Change of Control and (ii) payment should have been made until the third anniversary of the Closing Datedate such payment is actually made. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall From and after the Closing, the Securityholders will not have any obligation to provide indemnification for indemnify Parent Indemnitees with respect to any Indemnifiable Losses pursuant to arising under Section 12.1(a7.2(a)(i) or (b) other than Parent Indemnifiable Losses based upon, arising out of or related to breaches caused by (1) any breach of representations and warranties referred to thereinthe Capitalization Representations, except (2) any breach of a Tax Representation to the extent that such breach results in Parent Indemnified Taxes, and (3) any breach of the aggregate amount of all such Losses pursuant to such representation and warranty set forth in Section exceeds $600,000 (the "Basket Amount"), in which case the Sellers shall be liable 4.5(d) to the Buyer Indemnified Parties only for extent such breach results in Affiliate Indebtedness Losses) until Parent Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000.00 (the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect “Basket”) (at which point the Securityholders will be obligated 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 indemnify Parent Indemnitees for all Losses pursuant to Section 12.1(asuch Indemnifiable Losses), (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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) 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 The aggregate liability of Securityholders pursuant to this Article 7 with respect to all Parent Indemnifiable Losses under Section 12.2(a7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or related to breaches caused by (1) any breach of representations and warranties referred to thereinthe Capitalization Representations, except (2) any breach of a Tax Representation to the extent that such breach results in Parent Indemnified Taxes, and (3) any breach of the aggregate amount of all such Losses pursuant to such representation and warranty set forth in Section exceeds the Basket Amount, in which case Buyer shall be liable 4.5(d) to the Sellers only for extent such Losses breach results in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(bAffiliate Indebtedness Losses) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)exceed $3,000,000.00. (c) The representations and warranties aggregate liability of each Founder with respect to all Parent Indemnifiable Losses arising under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Sellers and Capitalization Representations) and/or Sections 7.2(a)(ii), (iii), (v), (vi) and/or (vii) shall not exceed the Company on aggregate Merger Consideration received by all Securityholders pursuant to this Agreement. For the one hand and Buyer on avoidance of doubt, the other contained in this Agreement aggregate liability of each Founder with respect to all Parent Indemnifiable Losses based upon, arising out of or in caused by any certificate delivered pursuant hereto, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until the second anniversary breach of the Closing Date; provided that (iCapitalization Representations or arising under Section 7.2(a)(iv) 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 not be of any further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Datelimited. (d) Other The aggregate liability of each Securityholder (other than the Founders, whose liability is not limited by this subsection (d)) with respect to all Parent Indemnifiable Losses arising under Section 7.2(a) shall not exceed the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. (e) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 7 shall be net of the excess, if any, of (1) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (2) the costs and expenses (including reasonable attorneys’ fees) of Claims collecting the proceeds described under paragraph (1) above. (f) The liability of any Person under Article 7 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based upon actual on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 7.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor 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 indemnification 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 remedies at law or equity, the parties hereto further acknowledge and agree that none of the provisions of this Article XII 7, nor any reference to Article 7 throughout this Agreement, shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for deemed a waiver of any breaches of representations and warranties that survive the Closing and 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. (g) For purposes of determining whether any inaccuracy representation or omission warranty has been breached for purposes of this Article 7, each representation and warranty contained in any certificate, documents or other information furnished to Buyer in connection with this Agreement for which indemnification can be or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior is sought hereunder shall be read without regard to the Closingmateriality (including Company Material Adverse Effect or Xxxxxx Material Adverse Effect) qualifications contained therein.

Limits on Indemnification. (1) Any indemnification to which any Buyer Indemnitee is entitled under Section 10.2(A)(1) (except to the extent the indemnifiable Losses arise out of a breach of a Carved-Out Representation) shall be made as a payment to such Buyer Indemnitee of Escrow Funds from the Escrow Account. For purposes of clarification, the Buyer Parties’ sole source of recovery for indemnification for Losses arising under Section 10.2(A)(1) (except to the extent the indemnifiable Losses arise out of a breach of a Carved-Out Representation) shall be of Escrow Funds from the Escrow Account, and in no such event will any Buyer Indemnitee make a claim for indemnification against, seek to recover from, or have any right to recover from any Xxxxxxxx Party or Seller for such Losses. (2) Any indemnification to which any Buyer Indemnitee is entitled under Section 10.2(A)(1) with respect to (and only to the extent of) any indemnifiable Losses arising out of a breach of a Carved-Out Representation shall be made first as a payment to such Buyer Indemnitee of Escrow Funds from the Escrow Account (if applicable), and finally, from the Xxxxxxxx Parties and the Sellers, severally and not jointly. To be clear, a Buyer Indemnitee may make any claim for indemnification against, seek to recover from, and has the right to recover directly from any Xxxxxxxx Party or Seller any Losses arising out of a breach of a Carved-Out Representation so long as such Buyer Indemnitee first seeks recovery from the Escrow Account (if applicable). In the event the Escrow Account has terminated or the Escrow Funds have been exhausted, then such Buyer Indemnitee shall have the right to seek recovery directly against the Xxxxxxxx Parties and the Sellers, severally and not jointly. (3) For purposes of calculating the amount of Losses to which the Buyer Indemnitees are entitled under Section 10.2(A)(1) (but not for purposes of determining whether a representation or warranty has been breached), the terms “material,” “materiality,” and “material adverse effect” will be disregarded. (4) No Buyer Indemnitee shall be entitled to recover any Losses under this ARTICLE 10 to the extent (i) the applicable Buyer Indemnitee has made recovery of such Loss from a Person or entity other than another Party to this Agreement (to the extent of such recovery), or (ii) such Loss is a Tax for a Post-Closing Period. (5) The Buyer Indemnitees’ right to indemnification pursuant to ARTICLE 10 on account of any Losses will be reduced by the amount of any reserve reflected on the Company Group’s books and records as of the Closing Date established for the general category of items or matters similar in nature to the specific items or matters giving rise to such Loss. (6) Notwithstanding anything to the contrary contained in this Agreement:, the Buyer Parties shall not be entitled to indemnification with respect to any Losses as a result of, or based upon or arising from, any claim or Liability to the extent such claim or Liability is taken into account in determining the amount of any adjustment to the Purchase Price in accordance with Sections 2.1—2.3. (a7) The Sellers shall not have If any obligation to provide Party makes any indemnification for Losses payment pursuant to Section 12.1(athis ARTICLE 10 or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Party shall be subrogated, to the extent of such payment and to the extent permitted by law, to any rights and remedies of the aggrieved Party to recoup amounts paid from third parties with respect to the matters giving rise to indemnification hereunder. (8) The amount of any and all Losses under this ARTICLE 10 shall be determined net of any amounts actually recovered by the Indemnified Party under the insurance policies, indemnities or other reimbursement arrangements of the Company Group with respect to such Losses. (9) In no event will any Party to this Agreement be entitled to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, or punitive damages (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that recovered by a third party), and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the 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 Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12Losses. (b10) 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on the one hand and Buyer on the other Nothing contained in this Agreement shall limit or in restrict any certificate delivered pursuant hereto, and rights Buyer Indemnitee’s right 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 maintain 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 recover any time after the Closing, all Environmental Representations, and rights to indemnification in respect thereof, shall terminate and cease to be of any further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer amounts in connection with this Agreement any action or the transactions contemplated hereby and for claim based upon any breaches of covenants and agreements under this Agreement occurring prior to the Closingintentional misrepresentation or fraudulent misrepresentation.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Seller Parent and Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 12.1(a) or (b) 11.1 arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $600,000 450,000 (the "Basket Amount"), in which case the Sellers Seller Parent and Seller shall be liable to the Buyer Indemnified Parties Group only for such Losses in excess of the Basket Amount; provided, howeverhowever that for purposes of determining the amount of any Losses or whether any party to this Agreement is obligated to provide indemnification against any Losses hereunder, that the representations and warranties of the parties contained in this Agreement shall be construed as if they were not qualified by any reference to materiality or the existence or absence of any Material Adverse Effect qualification with respect (other than the references contained in Sections 4.6, 4.16 and 4.22 and any defined terms used in such provisions), it being understood that all representations and warranties of the parties shall in any event be deemed qualified by any reference to any such representation materiality that is used as a means of specifying list of Contracts, instruments, obligations or warranty shall other items required to be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty set forth in a Schedule to determine whether the Basket Amount has been metthis Agreement. The maximum obligation of the Sellers Seller Parent and Seller to provide indemnification for all Losses pursuant to Section 12.1(a), (b), (c) and (d) 11.1 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation 25% of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12Purchase Price. (b) Buyer Parent and Buyers shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) 11.2 arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer Parent and Buyers shall be liable to the Sellers Seller Group only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in any such representation or warranty . Buyer Parent and Buyers shall be disregarded solely obligated to provide indemnification for purposes all Losses arising out of calculating the magnitude of Losses resulting from or related to the breach of such representation any covenant or warranty to determine whether the Basket Amount has been metagreement of Buyer Parent or Buyers. The maximum obligation of Buyer Parent and Buyers to provide indemnification for Losses pursuant to Section 12.2(a) and (b) 11.2 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 25% of the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)Purchase Price. (c) The representations and warranties of the Sellers Seller Parent and the Company Seller on the one hand and Buyer or Buyer Parent on the other contained in this Agreement or in any certificate delivered pursuant heretoAgreement, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect (i) in the case of all representations and warranties other than those set forth in Sections 4.2, 4.3(a) (solely as to clause (ii) thereof) or (b) (solely as to clause (ii) thereof) and 4.10, until eighteen months after the Closing Date, (ii) in the case of the representations and warranties set forth in Section 4.10, until the second anniversary of the Closing Date; provided that Date and (iiii) in the case of all representations and warranties set forth in Sections 4.2, 4.54.3(b) and 12.2(a), 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 by such representations 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Datewarranties. (d) Other than in respect of Claims based upon actual fraudFrom and after the Closing, the indemnification provisions of this Article XII XI shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations Losses or Claims for which the indemnity is given and warranties that survive (to the Closing and fullest extent permitted by law) in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer or Buyer Parent in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) With respect to claims and liability of the Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to the number of Indemnity Shares multiplied by the Parent Share Price. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of the number of Merger Shares multiplied by the Parent Share Price. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers herein, the Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to under Section 12.1(a6.02(a) through Section 6.02(h) (except for claims based on fraud, willful misconduct or (b) arising out of or related to intentional misrepresentation, and except for claims for breaches of representations any Company Fundamental Representation) unless and warranties referred to therein, except to the extent that until the aggregate amount of all indemnifiable Losses underlying such Losses pursuant claims equals or exceeds a dollar amount equal to such Section exceeds $600,000 USD$643,299 (the "Basket Amount"“Deductible”), in which case and then the Sellers Parent Indemnified Parties shall be liable entitled to indemnification for the Buyer Indemnified Parties only for amount of all such Losses in excess of the Basket Amount; providedDeductible subject to the limitation provided for in Section 6.04(a). The Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, howeverwillful misconduct or intentional misrepresentation, that and except for claims for breaches of any materiality Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or Material Adverse Effect qualification with respect to any such representation or warranty exceeds the Deductible, and then the Company Indemnified Parties shall be disregarded solely entitled to indemnification for purposes the amount of calculating the magnitude of all such Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation in excess of the Sellers Deductible subject to provide indemnification the limitation provided for all Losses pursuant to in Section 12.1(a6.04(b), (b), (c) and . (d) arising out For purposes 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 foregoingthis Article VI, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or Company and the Company Stockholders shall not be deemed qualified by any references to any materiality, Company Material Adverse Effect or other similar qualification contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation or otherwise applicable 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)warranty. (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall not have only be liable to a Purchaser Indemnified Party in respect of any obligation to provide indemnification for Losses Damages pursuant to clause (i) of Section 12.1(a) or (b) arising out 8.2 of or related to breaches of representations and warranties referred to therein, except to the extent that this Agreement only when the aggregate amount of all such Losses pursuant Damages to such Section exceeds which all Purchaser Indemnified Parties are entitled to indemnification from the Sellers hereunder exceed Four Hundred Thousand U.S. Dollars ($600,000 400,000) (the "Basket Amount")“Basket”) and, in which case such event, the Sellers shall be liable required to pay the Buyer Indemnified Parties only for entire amount of all such Losses in excess of the Basket AmountDamages; provided, however, that 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnify any Purchaser Indemnified Party in respect of any Damages resulting from a breach of any Specified Representation shall not be subject to the Basket. The aggregate liability of the Sellers for Damages to which all Purchaser Indemnified Parties are entitled to indemnification from the Sellers pursuant to clause (i) of Section 12.1(e), 8.2 of this Agreement (fi) in respect of Damages resulting from a breach of any representations and warranties that are not Specified Representations will be limited to Twenty Million U.S. Dollars ($20,000,000) (the “Ceiling”) and (g) or (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the representations Purchase Price, as adjusted pursuant to Sections 2.4 and warranties of the Sellers or the Company contained in Sections 4.5 and 4.122.5. (b) Buyer Parent and Purchaser shall not have only be liable to a Seller Indemnified Party in respect of any obligation to provide indemnification for Losses Damages pursuant to clause (i) of Section 12.2(a) arising out 8.3 of or related to breaches of representations and warranties referred to therein, except to the extent that this Agreement only when the aggregate amount of all such Losses pursuant Damages to such Section exceeds which all Seller Indemnified Parties are entitled to indemnification from Parent or Purchaser hereunder exceed the Basket Amountand, in which case Buyer such event, Parent and Purchaser shall be liable required to pay the Sellers only for entire amount of all such Losses in excess of the Basket Amount, Damages; provided, however, that the obligation of Parent to indemnify any materiality or material adverse effect qualification Seller Indemnified Party in respect of any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses Damages resulting from the a breach of such representation or warranty any Specified Representation shall not be subject to determine whether the Basket Amount has been metBasket. The maximum obligation aggregate liability of Buyer Parent and Purchaser for Damages to provide which all Seller Indemnified Parties are entitled to indemnification for Losses from Parent and Purchaser pursuant to clause (i) of Section 12.2(a8.3 of this Agreement (i) and (b) arising out in respect of or related to breaches Damages resulting from a breach of any representations and warranties that are not Specified Representations will be limited to the Ceiling and (ii) in respect of covenants and agreements to be performed by Buyer prior to the Closing Date shall Damages resulting from a breach of any Specified Representations will be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification Purchase Price, as adjusted pursuant to Section 12.2(c) or (d).Sections 2.4 and 2.5 (c) The representations and warranties Notwithstanding anything to the contrary in this Section 8.4, the rights of the Sellers Purchaser Indemnified Parties and the Company on the one hand and Buyer on the other contained in this Agreement Seller Indemnified Parties to seek indemnification hereunder for any Damages due to, resulting from or in arising out of any certificate delivered pursuant heretoThird-Party Claims, and rights to indemnification in respect thereoffraud, intentional misconduct or intentional misrepresentation by an Indemnifying Party 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 not be subject to the matters covered thereby respective Basket 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateCeiling. (d) Other than The Purchaser Indemnified Parties’ right to indemnity shall in respect no way be limited by (i) any inspection, survey, audit and access to the Company’s books and records which Purchaser or Parent may directly or through its representatives have conducted prior to the Closing Date; or (ii) knowledge that Purchaser or Parent may have as of Claims based upon actual fraudthe Closing Date of the existence of facts, events, omissions or documents which may be in breach of 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 Sellers’ representations and warranties or in any event give rise to a Sellers’ indemnification commitment. The Seller Indemnified Parties’ right to indemnity shall in no way be limited by any knowledge that survive any of the Sellers may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of the Purchaser’s or Parent’s representations and warranties representatives or in respect any event give rise to a Purchaser’s or Parent’s indemnification commitment. (e) In no event shall an Indemnifying Party be liable more than once for the same matter under different representations or warranties contained in this Agreement. The amount of any inaccuracy Damages for which indemnification is provided under this Article VIII shall be (i) net of any insurance amounts actually recovered; provided that, no Indemnified Party shall have any obligation to seek or omission pursue any insurance recoveries (and may terminate, delay or abandon its seeking or pursuit of any such insurance at any time in its sole discretion), and (ii) either reduced by the amount of the net Tax benefit actually realized by the Indemnified Party by reason of such Damages or increased by the amount of any certificatetax detriment actually realized by the Indemnified Party by reason of such Damages. (f) The waiver of any condition based on the accuracy of any representation or warranty, documents or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of remedy based on such representations, warranties, covenants and agreements under this Agreement occurring prior (except to the Closingextent, if any, otherwise expressly provided in such waiver).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) The Sellers shall not have any obligation to provide indemnification for the maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining (on behalf of the Sellers) by Buyer Indemnified Parties pursuant to Section 12.1(a9.2(a) or shall be $1,500,000 (bthe “Cap”); provided, that the Cap shall not be applicable in respect of any breach of a Company/Seller Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining by Buyer Indemnified Parties under this Article IX exceed the sum of (x) the Closing Cash Consideration and (y) the amount that Buyer 1 and Buyer 2 have paid Coeur in accordance with the Notes; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from ASM Parent (on behalf of the Buyer Parties) by Seller Indemnified Parties pursuant to Section 9.3(a) shall be equal to the Cap; provided, that the Cap shall not be applicable in respect of any breach of a Buyer Parties Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from ASM Parent by Seller Indemnified Parties under this Article IX exceed the Closing Cash Consideration; (iii) other than with respect to any Losses to the extent arising out of or related resulting from any breach of any Company/Seller Fundamental Representation, Coeur Mining shall not be liable to breaches of representations any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) unless and warranties referred to therein, except to the extent that until the aggregate amount of all such indemnifiable Losses pursuant that may be recovered from Coeur Mining equals or exceeds an amount equal to such Section exceeds $600,000 200,000 (the "Basket “Deductible Amount"”), in which case the Sellers Coeur Mining shall be liable to the Buyer Indemnified Parties only for such the Losses in excess of the Basket Deductible Amount; provided, howeverthat no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by Coeur Mining or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, that any materiality events or Material Adverse Effect qualification circumstances; (iv) other than with respect to any such representation or warranty shall be disregarded solely for purposes of calculating Losses to 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) extent arising out of or related to breaches resulting from any breach 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 foregoingany Buyer Parties Fundamental Representation, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) ASM Parent shall not apply be liable to (i) the obligation of the Sellers to provide any Seller Indemnified Party for any claim for indemnification pursuant to Section 12.1(e)9.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from ASM Parent equals or exceeds an amount equal to the Deductible Amount, in which case ASM Parent shall be liable only for the Losses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Seller Indemnified Party or shall be reimbursable by ASM Parent or shall be included in calculating the aggregate Losses for purposes of this clause (fiv) and 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; (gv) Neither Coeur Mining nor ASM Parent shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or (ii) a indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement and, in particular, no “multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the representations and warranties amount of any Losses; regardless of the Sellers legal theory under which such liability or the Company contained obligation may be sought to be imposed, whether sounding in Sections 4.5 contract or tort, or whether at law or in equity, or otherwise; and (vi) no party shall have a right to make a claim for any Loss for contingent or inchoate claims and 4.12may claim only for a Loss that has, in fact, been paid or incurred. (b) Buyer shall Each Indemnified Party will seek full recovery of all amounts under any insurance, indemnity, reimbursement arrangement, contract or other methods of recovery available to such Indemnified Party or its Affiliates in connection with the facts giving rise to any Losses (each, an “Alternative Recovery”) to the same extent as such Indemnified Party would if such Loss were not have any obligation subject to provide indemnification for Losses pursuant to Section 12.2(a) arising out of or related to breaches of representations and warranties referred to thereinhereunder. Each party hereby waives, except to the extent permitted under its applicable insurance policies, any subrogation rights that the aggregate amount of all such Losses pursuant its insurer may have with respect to such Section exceeds the Basket Amount, in which case Buyer shall be liable any indemnifiable Losses. Without limitation to the Sellers only foregoing provisions of this Section 9.5(b), no Buyer Indemnified Party shall have any right to assert any claims under this Article IX with respect to any Losses that would have been covered by any Alternative Recovery had such Buyer Indemnified Party maintained for such Losses in excess the benefit of the Basket Amount, provided, however, Acquired Companies (or caused the Acquired Companies to maintain) the same insurance coverage or other rights following the Closing that any materiality or material adverse was in effect qualification in 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 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 Acquired Companies immediately prior to the Closing Date shall be limited Closing. In the event that the Indemnified Party receives recovery of any amount pursuant to an aggregate Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount equal to $36,000,000. It is expressly understood and agreed that the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)Indemnifying Party. (c) The representations and warranties of parties shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement applicable Indemnified Party to make, all reasonable efforts to mitigate any such claim, liability 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 therebyLoss. Notwithstanding the foregoing, in In the event that a Change of Control party shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the Company occurs at foregoing, the parties shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any time after Loss to the Closing, all Environmental Representations, and rights same extent as they would if such Loss were not subject to indemnification in respect thereof, shall terminate and cease to be of any further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Datehereunder. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) With respect to claims and liability of the Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this Section 6.04(a)(ii) shall first be satisfied from the Indemnity Shares. The Company Stockholders will be liable, if at all, on a several (and not joint) basis in accordance with their respective Pro Rata Share (as set forth in the Payment Spreadsheet). (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to [***]. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of [***]. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers herein, the Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to under Section 12.1(a6.02(a) through Section 6.02(h) (except for claims based on fraud, willful misconduct or (b) arising out of or related to intentional misrepresentation, and except for claims for breaches of representations any Company Fundamental Representation) unless and warranties referred to therein, except to the extent that until the aggregate amount of all indemnifiable Losses underlying such Losses pursuant claims equals or exceeds a dollar amount equal to such Section exceeds $600,000 USD$[***] (the "Basket Amount"“Deductible”), in which case and then the Sellers Parent Indemnified Parties shall be liable entitled to indemnification for the Buyer Indemnified Parties only for amount of all such Losses in excess of the Basket Amount; providedDeductible subject to the limitation provided for in Section 6.04(a). The Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, howeverwillful misconduct or intentional misrepresentation, that and except for claims for breaches of any materiality Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or Material Adverse Effect qualification with respect to any such representation or warranty exceeds the Deductible, and then the Company Indemnified Parties shall be disregarded solely entitled to indemnification for purposes the amount of calculating the magnitude of all such Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation in excess of the Sellers Deductible subject to provide indemnification the limitation provided for all Losses pursuant to in Section 12.1(a6.04(b), (b), (c) and . (d) arising out For purposes 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 foregoingthis Article VI, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or Company and the Company Stockholders shall not be deemed qualified by any references to any materiality, Company Material Adverse Effect or other similar qualification contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation or otherwise applicable 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)warranty. (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this 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 the aggregate amount of all such Losses pursuant to such Section exceeds $600,000 (the "Basket Amount"), in which case Neither Buyer nor the Sellers shall be liable entitled to assert a claim for indemnification from the Buyer Indemnified Parties only for such Losses in excess of other party (the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely Sellers being considered one party for purposes of calculating this subsection only) under the magnitude provisions of Losses resulting from Sections 9.2, 9.3 or 9.4, as the breach of case may be, until such representation or warranty time as the claims subject to determine whether indemnification by such other party exceed, in value in the Basket Amount aggregate, $37,500, at which time all claims, including without limitation those included in determining that such threshold amount has been met, may be asserted. Indemnity claims asserted under Section 10.1 below shall be included in determining whether such threshold amount has been met. (b) The maximum aggregate indemnification obligation of the Indemnifying Sellers to provide indemnification for all Losses pursuant to under Section 12.1(a9.2(a), (b), (c), (e), and (f) 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 Section 10.1 shall be limited to an aggregate amount equal to the sum of $36,000,000283,047. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the The aggregate indemnification obligation of the Indemnifying Sellers to provide indemnification pursuant to under Section 12.1(e), (f9.2(d) 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 the sum of $36,000,000783,047. It is expressly understood and agreed that The respective indemnification obligation of each Seller (other than the limitations contained in this Indemnifying Sellers) under Section 12.4(b) 9.4 shall not apply be limited to the aggregate value of the shares of Buyer's Common Stock acquired by such Seller pursuant to this Agreement (valued in accordance with subsection (d) below); provided such Seller satisfies the entire amount of such obligation pursuant to subsection (d) below. Notwithstanding any provision hereof to the contrary, each Indemnifying Seller's obligation under Section 9.4 shall be unlimited and to the extent any Indemnifying Seller indemnifies Buyer with respect to a breach of such Indemnifying Seller's own representations, warranties or covenants, such indemnification shall be deemed to have been made under Section 9.4. The aggregate indemnification obligation of Buyer under Section 9.3 shall be limited to provide indemnification pursuant $283,047. In the event the Indemnifying Sellers default on their obligations under this Article IX, Buyer shall have the right to Section 12.2(csuspend its performance of the Switzer Warrant and the DeSimone Warrant (collectively, the "Warrants") or (d)xxxxl such default is xxxxxxx. Any such suspension shall not be deemed to delay the expiration of the Warrants. (c) The representations and warranties of the Sellers and the Company on 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, the limitations set forth in the event that a Change of Control of the Company occurs at any time after the Closing, all Environmental Representations, and rights this Section 9.6 shall not apply to indemnification in respect thereof, shall terminate and cease to be of any further force fraudulent misrepresentations or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Dateintentional misconduct. (d) Other than Subject to the following provisions, in respect the event any payment of Claims based upon actual fraudthe indemnity obligations of the Sellers set forth in Sections 9.2 or 9.4 is required to be made, the indemnification provisions Sellers may satisfy such payment by the delivery to Buyer of shares of Buyer's Common Stock acquired by them pursuant to this Agreement, which shares, for such purpose, shall be valued at $2.50 per share in the case of Rissanen, or $3.00 per share in the case of any other Seller. The number of shares of Buyer's Common Stock any Seller may use to satisfy such indemnity obligations shall not exceed the number of shares of Buyer's Common Stock acquired by such Seller pursuant to this Agreement, minus the number of shares of Buyer's Common Stock sold by such Seller following the date 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 inaccuracy or omission in any certificateAgreement. If, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.Escrow Release Date, any Indemnifying Seller elects to satisfy a Unicorp Claim (as defined below) by tendering shares of Buyer's Common Stock pursuant to this subsection, Buyer may elect to retain such shares

Limits on Indemnification. (a) Seller shall have no liability for Losses solely for breaches of representations and warranties set forth in ARTICLE II unless and until the aggregate amount of Losses for all claims asserted by the Indemnified Party exceeds the Basket, in which event Seller shall only pay and be liable for Losses in excess of the Basket. The foregoing limitations shall not apply to claims based upon breaches of Fundamental Representations and actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates, with respect to which, in each case, Losses in connection therewith shall be recoverable from the first dollar and shall not be counted in determining whether the threshold set forth in the preceding sentence has been exceeded. For the sole purpose of determining any Losses with respect to any breach of any representation, warranty or covenant by Seller for purposes of indemnification under this ARTICLE VII (and not for determining whether or not any breaches of representations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect,” “materiality” or words of similar effect shall be disregarded. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall not have any obligation to provide , Seller’s aggregate Liability for indemnification for Losses pursuant to subsection Section 12.1(a7.2(a)(i) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds will not exceed $600,000 15,500,000 (the "Basket Amount"“Cap”), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification notwithstanding the foregoing the Cap will not apply 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide any claim for indemnification pursuant to Section 12.1(e)7.2(a)(i) based on any breach of a Fundamental Representation, (ffor which Seller’s Liability for indemnification, together with any Liability for indemnification otherwise pursuant to Section 7.2(a)(i) and (g) in the aggregate will not exceed the Purchase Price, or (ii) a breach actual fraud, gross negligence or criminal misconduct of the representations and warranties Seller or any 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)its Affiliates. (c) The representations and warranties of Notwithstanding anything to the Sellers and the Company on the one hand and Buyer on the other contained contrary in this Agreement or Agreement, in no event will any certificate delivered pursuant hereto, and rights Indemnified Party be entitled to indemnification in respect thereof, shall survive recover under Section 7.2 after 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 applicable Expiration Date 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 7.1 unless 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring Claim Notice was delivered prior to the Closingsuch time.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Except with respect to breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of any covenant of Sellers or the Company contained in this Agreement, 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 the 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 Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 12.1 unless the amount of the claim giving rise to the right to be indemnified with respect to such representation specific occurrence, event or warranty shall be disregarded solely for purposes of calculating circumstance exceeds, or the magnitude of Losses resulting from Indemnified Party in good faith reasonably believes it exceeds, $150,000 (the breach of such representation or warranty to determine whether the “Basket Amount has been metAmount”). The maximum obligation of the aggregate amount for which 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 may be performed by the Sellers or the Company referred to therein prior to the Closing Date liable under this Article XII shall be limited to an aggregate amount equal Three Million Dollars ($3,000,000.00) except with respect to $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of the any covenant of Sellers or the Company contained in Sections 4.5 and 4.12this Agreement for which the maximum aggregate amount for which Sellers may be liable under this Article XII shall be limited to the Purchase Price. (b) Buyer shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 12.2(a) arising out 12.2 unless the amount of or related to breaches of representations and warranties referred to therein, except the claim giving right to the extent that the aggregate amount of all such Losses pursuant right to be indemnified with respect to such Section exceeds specific occurrence, event or circumstance exceeds, or the Indemnified Party in good faith reasonably believes it exceeds, the Basket Amount, Amount in which case Buyer shall be only liable to Sellers for the Sellers only for amount of such Losses in excess of that exceed the Basket Amount, provided, however, that any materiality or material adverse effect qualification in 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 aggregate amount for which 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 may be performed by Buyer prior to the Closing Date liable under this Article XII shall be limited to an aggregate amount equal Three Million Dollars ($3,000,000.00) except with respect to $36,000,000. It is expressly understood breaches of the representations and agreed that the limitations warranties contained in Section 7.9 or breaches of any covenant or agreement of Buyer contained in this Section 12.4(b) Agreement for which the maximum aggregate amount for which Buyer may be liable under this Article XII shall not apply be limited to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)Purchase Price. (c) The Except for the representations and warranties of (i) the Company contained in Section 5.3, (ii) Sellers contained in Article VI, and (iii) Buyer contained in Article VII, which representations and warranties shall survive the Closing, the respective representations of the Company, Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant heretoshall not survive the Closing, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until the second anniversary thereafter none of the Closing Date; provided that Company, any Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, any Seller or Buyer shall have any liability whatsoever (iwhether pursuant to this Agreement or otherwise) with respect to such representation or warranty. This Section 12.4(c) shall have no effect upon any other obligations of the representations and warranties set forth in Sections 4.2parties hereto under this Agreement, 4.5whether to be performed before, 4.13 and 5.2 shall survive indefinitely and without limitationat or after the Closing, (ii) the representations and warranties set forth in Section 4.12 which 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 fulfilled or the expiration of the statute of limitations applicable to the matters covered thereby. Notwithstanding the foregoing, time thereof 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Dateaccordance with their terms. (d) Other than in respect of Claims based upon actual fraudAny payments made to Sellers, the indemnification provisions of Company or the Buyer pursuant to this Article XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by the sole Buyer and exclusive remedy with regard Sellers on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to money damages a breach of a representation or warranty if the Indemnifying Party can establish that the Indemnified Party had actual Knowledge on or before the Closing Date of such event or if such event resulted from the gross negligence or willful misconduct of the Indemnified Party. (but not equitable relieff) Notwithstanding anything in this Agreement to the contrary, neither Buyer nor Seller shall have any obligation to indemnify the other for any breaches claim of Loss that is not asserted in writing to the Indemnifying Party on or before two (2) years following the Closing Date with the exception of the representations and warranties that contained in Sections 5.3, 6.2, 6.6 and 6.7 which shall survive the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closingindefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant arising under SECTION 9.1(A)(I), unless and until the aggregate of such Losses exceed $20,000, and then Parent Indemnified Parties shall be entitled to Section 12.1(a) or indemnification for all such Losses, not just the amount in excess of $20,000. (b) The Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising out of or related to breaches of representations under SECTION 9.1(B)(I), unless and warranties referred to therein, except to the extent that until the aggregate amount of such Losses exceed $20,000, and then Stockholder Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds $600,000 (Losses, not just the "Basket Amount"), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses amount in excess of the Basket Amount; provided, however, that any materiality $20,000. (c) Except for Losses based on fraud or Material Adverse Effect qualification willful misconduct or Losses arising under SECTIONS 9.1(a)(ii) OR 9.1(a)(iii) (with respect to any such representation or warranty which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be disregarded satisfied solely by delivery to Parent of certificates duly endorsed for purposes transfer, representing Escrow Shares in accordance with and subject to the provisions of calculating the magnitude Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses resulting from shall be determined by dividing (i) the breach aggregate dollar amount of such representation or warranty Losses, by (ii) the Parent Average Price, rounded to determine whether the Basket Amount has been metnearest share. The maximum obligation of Escrow Shares shall be forfeited by the Sellers to provide indemnification for all Losses Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 12.1(a), (b), (c) and the provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Except for Losses based on fraud or willful misconduct or Losses 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 under SECTION 9.1(b)(ii), Parent's indemnification obligations hereunder shall be limited limited, in the aggregate, to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 Parent Shares multiplied 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateParent Average Price. (de) Other than in respect of Claims based upon actual fraud, the indemnification provisions Notwithstanding any other provision of this Article XII Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) of the Parent Indemnified Parties for any breaches breach of the representations or warranties of the Company or Stockholders contained in this Agreement. (f) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and warranties that survive exclusive remedy of the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and Stockholder Indemnified Parties for any breaches breach of covenants and agreements under the representations or warranties of Parent contained in this Agreement occurring prior to the ClosingAgreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementArticle VI or elsewhere in this Agreement to the contrary: (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 the 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 indemnify Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty Claim unless and until Buyer shall be disregarded solely for purposes of calculating the magnitude of have incurred 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 in excess of $50,000 (the "Stipulated Amount") in which event Buyer shall be entitled to be indemnified for all of its Losses commencing at $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed 1; provided that the limitations contained in this Section 12.4(a) foregoing limitation shall not apply to (i) the obligation obligations of the Sellers to provide indemnification pursuant to under Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.124.10. (b) Buyer shall not have any no obligation to provide indemnification for indemnify Sellers with respect to any Claim unless and until the Sellers shall have incurred Losses 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 in an aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification Stipulated Amount in any such representation or warranty which event Sellers 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 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 entitled to be performed by Buyer prior to the Closing Date shall be limited to an aggregate amount equal to indemnified for all of their Losses commencing at $36,000,000. It is expressly understood and agreed 1; provided that the limitations contained in this Section 12.4(b) foregoing limitation shall not apply to the obligations of Buyer under Sections 1.3, 4.10, the Downpayment Note, the Absolute Note, the Contingent Note or in connection with any obligation of Buyer to provide indemnification pursuant pay or indemnify any Seller with respect to Section 12.2(c) or (d)any Guarantor Debt. (c) The representations and warranties liability hereunder of any Seller shall at no time exceed the portion of the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights Purchase Price then remaining payable 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateSeller. (d) Other than The liability hereunder of Buyer shall at no time exceed the Purchase Price, except (i) with respect to any Buyer's Conduct Claim, in respect of Claims based upon actual fraud, the indemnification provisions of this Article XII which case there shall be no limit on Buyer's obligation to indemnify Sellers, or (ii) with respect to Buyer's or the Company's failure to pay the Guarantor Debt as and when due, in which case the amount of the Guaranty Indemnity Cap is the sole and exclusive remedy with regard limit on Buyer's obligation to money damages (but not equitable relief) for any breaches of representations and warranties that survive the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closingindemnify Sellers.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant arising under Section 9.1(a), unless and until the aggregate of such Losses exceed $40,000, and then Parent Indemnified Parties shall be entitled to Section 12.1(a) or indemnification for all such Losses, not just the amount in excess of $40,000. (b) The Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising out of or related to breaches of representations under Section 9.1(b)(i), unless and warranties referred to therein, except to the extent that until the aggregate amount of such Losses exceed $40,000, and then Stockholder Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds $600,000 (Losses, not just the "Basket Amount"), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses amount in excess of the Basket Amount; provided, however, that any materiality $40,000. (c) Except for Losses based on fraud or Material Adverse Effect qualification willful misconduct (with respect to any such representation or warranty which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be disregarded satisfied solely by delivery to Parent of certificates duly endorsed for purposes transfer, representing Escrow Shares in accordance with and subject to the provisions of calculating the magnitude Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses resulting from shall be determined by dividing (i) the breach aggregate dollar amount of such representation or warranty Losses, by (ii) the Parent Average Price, rounded to determine whether the Basket Amount has been metnearest share. The maximum obligation of Escrow Shares shall be forfeited by the Sellers to provide indemnification for all Losses Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 12.1(a), (b), (c) and the provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) arising out of Except for Losses based on fraud 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 willful misconduct, Parent's indemnification obligations hereunder shall be limited limited, in the aggregate, to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 Parent Shares multiplied 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateParent Average Price. (de) Other than in respect of Claims based upon actual fraud, the indemnification provisions Notwithstanding any other provision of this Article XII Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) of the Parent Indemnified Parties for any breaches breach of the representations or warranties of the Company contained in this Agreement (f) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and warranties that survive exclusive remedy of the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and Stockholder Indemnified Parties for any breaches breach of covenants and agreements under the representations or warranties of Parent contained in this Agreement occurring prior to the ClosingAgreement.

Limits on Indemnification. Notwithstanding anything 9.5.1 The total liability of any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) for Damages with respect to which they shall have an indemnification obligation under Section 9.2 shall be satisfied out of and limited to the contrary contained in this 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 the 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 Buyer Indemnified Parties only for such Losses in excess of the Basket Indemnification Escrow Amount; provided, however, that notwithstanding anything in this Agreement to the contrary, with respect to (a) Damages for which any materiality Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) has an indemnification obligation arising out of (i) a breach of a representation set forth in Section 3.1.1(c) or Material Adverse Effect qualification (ii) Section 6.19 (the "Stockholder Claim Damages"), and (b) Damages arising from fraud, deliberate or willful breach of this Agreement, or the breach of any representations and warranties arising from reckless or intentional misstatements or omissions, or the gross negligence of the Company or the Principal Stockholders, subject to Section 9.5.2, the total liability of the Principal Stockholders for Damages shall not be limited to the Indemnification Escrow Amount. 9.5.2 Any amounts payable from the Indemnification Escrow Amount shall be deemed to be joint and several liabilities of the Company Stockholders. Any amounts payable in excess of the Indemnification Escrow Amount pursuant to Section 9.5.1 shall be several and not joint liabilities of the Principal Stockholders. In no event shall any liability for indemnification for any Company Stockholder exceed the pro rata portion of the Merger Consideration payable to such Person hereunder. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder shall have any obligation to indemnify Parent and the Surviving Corporation pursuant to the provisions of Section 9.2 (i) with respect to any claim or series of related claims unless and until the aggregate of all Damages suffered or incurred in connection with such claim or series of related claims exceeds Fifty Thousand Dollars ($50,000) (it being understood that, subject to subsection (ii) below, all such Damages, including the first Dollar thereof shall be subject to indemnification if such threshold is exceeded) and (ii) unless and until the aggregate of all Damages suffered or incurred by Parent which would otherwise be subject to indemnification hereunder exceeds One Million Dollars ($1,000,000) (it being understood that in the event such threshold is exceeded, only such Damages in excess of Five Hundred Thousand Dollars ($500,000) shall be subject to indemnification); provided, that the foregoing limitations shall not apply with respect to (y) claims brought pursuant to the provisions of Section 9.2(c) and (z) to claims regarding Stockholder Claim Damages. For the avoidance of doubt, adjustments to the Merger Consideration under Section 3.2.4 shall not constitute Damages for purposes of this Article IX and shall not be limited by the monetary baskets set forth herein. 9.5.3 Solely for the purposes of determining Damages pursuant to this Article IX (and not a Party's right to indemnification hereunder), any requirement in a representation or warranty that an event or fact be material or result in a Material Adverse Effect, which is a condition to such event or fact constituting an inaccuracy or breach of such representation or warranty, shall be disregarded for purposes of determining Damages and any and all Damages arising out of the inaccuracy or breach of such representation or warranty shall be disregarded solely taken into account for purposes of calculating determining 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 rights of the Sellers Parties 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e)this Article IX, (f) and (g) but if Damages arise from breaches of more than one representation or (ii) a breach warranty, only the highest amount of the representations and warranties of the Sellers or the Company contained Damages from all such breaches shall be included in Sections 4.5 and 4.12determining Damages. (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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on the one hand and Buyer on the other 9.5.4 Notwithstanding anything 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 contrary, Parent and (iii) all Environmental Representations the Surviving Corporation shall survive until the earlier of the fifth anniversary of the Closing Date or the expiration of the statute of limitations applicable not be entitled to any indemnification pursuant 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) Other than in respect of Claims based upon actual fraud, the indemnification provisions of this Article XII shall be the sole and exclusive remedy IX relating to any facts or circumstances with regard respect to money damages (but not equitable relief) for any breaches which Parent was in breach under Section 5.10 of representations and warranties that survive the Closing and in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the ClosingAgreement.

Limits on Indemnification. (a) The Seller Parties, the Bondholders and the ESOP shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(b)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $75,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article VI, the Seller Parties, the Bondholders and the ESOP shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, claims asserted under Section 6.2(a)(i) or Section 6.2(b)(i) for Buyer Indemnifiable Losses arising from a breach of a Fundamental Representation shall not be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this 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 thereinherein, except to the extent that the aggregate amount Liability of all such Losses pursuant to such Section exceeds $600,000 (the "Basket Amount"), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation Seller Parties and the Bondholders for Seller Party Buyer Indemnifiable Losses arising under Section 6.2(a)(i) from a breach of the Sellers to provide indemnification pursuant to Section 12.1(e)a representation or warranty that is not a Fundamental Representation, (f) and (g) or (ii) the ESOP for ESOP Buyer Indemnifiable Losses arising under Section 6.2(b)(i) from a breach of a representation or warranty that is not a Fundamental Representation, shall not exceed the representations and warranties of Escrow Amount. Otherwise, there shall be no cap on the Sellers Seller Parties’, the Bondholders’ or the Company contained in Sections 4.5 and 4.12ESOP’s indemnification obligation for Buyer Indemnifiable Losses. (bc) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses pursuant to arising under Section 12.2(a6.2(c)(i) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the until Seller Indemnitees shall first have suffered aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer shall be liable to the Sellers only for such Seller Indemnifiable Losses in excess of the Basket Amount(at which point, provided, however, that any materiality or material adverse effect qualification in 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 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 subject to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 4.2this Article VI, 4.5Buyer shall be obligated to indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, 4.13 and 5.2 shall survive indefinitely and without limitation, (ii) including 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateBasket). (d) Other than in respect of Claims based upon actual fraudNotwithstanding anything to the contrary contained herein, the indemnification provisions aggregate Liability of this Article XII shall be Buyer for Seller Indemnifiable Losses arising under Section 6.2(c)(i) from a breach of a representation or warranty, other than the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations and warranties that survive contained in Section 4.1 or Section 4.2, shall not exceed the Closing and Escrow Amount. Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in respect the defense of any inaccuracy or omission matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in any certificate, documents or other information furnished to Buyer in connection with this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article VI as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Seller Party Buyer Indemnifiable Losses arising from Section 6.2(a) shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties or the transactions contemplated hereby Bondholders. Any claim by any Buyer Indemnitee for ESOP Buyer Indemnifiable Losses arising from Section 6.2(b) shall first be made against the Escrow Amount, if applicable, and for any breaches of covenants and agreements under this Agreement occurring prior to then directly against the ClosingESOP.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $150,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Seller Fundamental Representation nor claims asserted under Section 5.2(a)(ii)-(a)(viii) for Buyer Indemnifiable Losses shall be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: (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 thereinherein, except to the extent that the 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 Buyer Indemnified Parties only for such Losses in excess liability of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such Seller Parties for Buyer Indemnifiable Losses arising under Section 5.2(a)(i) from a breach of a representation or warranty that is not a Seller Fundamental Representation shall not exceed the Indemnification Escrow Amount. Otherwise, there shall be disregarded solely no cap on the Seller Parties’ indemnification obligation 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12Buyer Indemnifiable Losses. (bc) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses pursuant to arising under Section 12.2(a5.2(b)(i) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the until Seller Indemnitees shall first have suffered aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer shall be liable to the Sellers only for such Seller Indemnifiable Losses in excess of the Basket Amount(at which point, provided, however, that any materiality or material adverse effect qualification in 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 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 subject to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 4.2this Article V, 4.5Buyer shall be obligated to indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, 4.13 and 5.2 shall survive indefinitely and without limitation, (ii) including 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 therebyBasket). Notwithstanding the foregoing, in neither claims asserted under Section 5.2(b)(i) for Seller Indemnifiable Losses arising from a breach of a Buyer Fundamental Representation nor claims asserted under Section 5.2(b)(ii)-(b)(iv) for Seller Indemnifiable Losses shall be subject to 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing DateBasket. (d) Other Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty that is not a Buyer Fundamental Representation shall not exceed the Indemnification Escrow Amount. Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (e) An Indemnified Party shall, at the Indemnifying Party’s reasonable request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Indemnification Escrow Amount and then, following the release or exhaustion of the Indemnification Escrow Amount, directly against the Seller Parties. (i) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of Claims based upon actual fraudsuch Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the 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 inaccuracy or omission in any certificateIndemnified Party shall, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.no later than forty five

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Seller shall not have any obligation be liable under the terms and provisions of this Article 13 unless and until the aggregate amount of liability for indemnification claims made by the Buyer Indemnitees exceeds twenty thousand dollars ($20,000) (the "Buyer Liability Basket") at which time the Seller shall be liable for the full amount (including the amount of the Buyer Liability Basket) of all indemnification claims made by the Buyer Indemnitees up to provide indemnification for Losses pursuant to Section 12.1(a) or an aggregate amount of two million dollars (b) arising out of or related to breaches of representations and warranties referred to therein$2,000,000); provided, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds claims excluding the Lucent Claims which the Seller shall be liable for is one million dollars ($600,000 1,000,000) (the "Basket AmountBuyer Liability Cap"). The Buyer Liability Basket and the Buyer Liability Cap set forth in this Section 13.03(a) shall not apply in the event of fraud, in which case the Sellers Buyer Indemnitees shall be liable entitled to indemnification on a dollar for dollar basis for the full amount of the Loss. The Buyer Liability Basket shall not apply to any indemnification claim made by any of the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification Indemnitees with respect to the Lucent Claims. Further, in the event any settlement payments are made in connection with the Lucent Claims, including, without limitation, any fees, expenses and charges under a license agreement (all of such representation or warranty amounts which shall be disregarded solely for purposes of calculating paid by the magnitude of Losses resulting from Seller), the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation prorated amount of the Sellers aggregate fees, expenses and charges attributable 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 period prior to the Closing Date shall not be counted against the Buyer Liability Cap. The Buyer shall not be liable under the terms and provisions of this Article 13 unless and until the aggregate amount of liability under Article 13 for indemnification claims made by the Seller Indemnitees exceeds ten thousand dollars ($10,000) (the "Seller Liability Basket"), at which time the Buyer shall be limited liable for the full amount (including the amount of the Seller Liability Basket) of all indemnification claims made by the Seller Indemnitees up to an aggregate amount equal of one million dollars ($1,000,000) (the "Seller Liability Cap"). The Seller Liability Basket and Seller Liability Cap set forth in this Section 13.03(b) shall not apply in the event of fraud in which case the Seller Indemnitees shall be entitled to $36,000,000indemnification on a dollar for dollar basis for the full amount of the Loss. (b) The amount of any indemnified loss suffered by any Buyer Indemnitee or Seller Indemnitee shall be reduced by the net effect of any tax-related benefits related to the claim and/or insurance coverage and/or claim against a third party which is realized by such indemnified party following the date of such loss in respect of or as a result of such indemnified loss. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) determination of the net tax effect and/or insurance coverage benefit of any indemnified loss and/or third party claim, if any, shall not apply to delay payment or indemnification of such indemnified loss by the indemnifying party. (c) Apart from (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e)Lucent Claims, (f) and (g) or (ii) any claim with respect to a breach of the representations and warranties Section 6.12(e) of the Sellers this Agreement, or the Company contained in Sections 4.5 and 4.12. (biii) 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 patent infringement claim to the extent that covered by Section 13.01(a)(viii), neither the aggregate amount Seller nor any of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer Sellers' Affiliates shall be liable to the Sellers only for such Losses in excess of Buyer 222 34 Indemnitees under the Basket Amount, provided, however, that any materiality or material adverse effect qualification in 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 Buyer to provide indemnification for Losses pursuant to Section 12.2(a) terms 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) 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 13 in respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to patent infringement claim following the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers Shareholders 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 indemnify Buyer Indemnitees to the extent that (i) such Buyer Indemnifiable Losses arise after the 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 Buyer Indemnified Parties only for such Losses in excess expiration of the Basket Amount; providedapplicable survival periods set forth in Section 5.1 of this Agreement, however, that any materiality or Material Adverse Effect qualification (ii) with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Buyer Indemnifiable 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 arising under Section 12.1(a5.2(a)(i), such Buyer Indemnifiable Losses exceed, in the aggregate, $2,500,000 (bthe “Liability Cap”), (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 is expressly understood and agreed that the limitations contained in this claims asserted under Section 12.4(a5.2(a)(i) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) for Buyer Indemnifiable Losses arising from a breach of a Shareholders’ Fundamental Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to the representations and warranties Liability Cap. Additionally, the Shareholders shall indemnify Buyer against all Pre-Closing Liabilities, after exhaustion of the Sellers or Escrow Amount, which indemnification shall not be subject to the Company contained in Sections 4.5 and 4.12Liability Cap. (b) Buyer shall not have any obligation to provide indemnification for indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses pursuant to arising under Section 12.2(a5.2(b)(i) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that such Shareholder Indemnifiable Losses (i) arise after the aggregate amount expiration of all such Losses pursuant to such the applicable survival periods set forth in Section exceeds the Basket Amount5.1 of this Agreement, and (ii) exceed, in which case the aggregate, the Liability Cap. Notwithstanding the foregoing, claims asserted under Section 5.2(b)(i) for Shareholder Indemnifiable Losses arising from a breach of a Buyer’s Fundamental Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to the Liability Cap. Additionally, Buyer shall indemnify the Shareholders against all Shareholder Indemnifiable Losses arising under Section 5.2(b)(iii), which indemnification shall not be liable subject to the Sellers only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)Liability Cap. (c) The representations Any claims for Buyer Indemnifiable Losses shall first be made against the Escrow Amount and warranties Working Capital Holdback and then, following the exhaustion of the Sellers Escrow Amount and Working Capital Holdback, the Company on the one hand Shareholders, jointly 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Dateseverally. (d) Other than An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in respect the defense of Claims based upon actual fraud, any matter subject to indemnification hereunder at the indemnification provisions of Indemnifying Party’s expense. (e) The Parties shall treat any payments made pursuant to this Article XII V as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (f) The amount of any Loss an Indemnifying Party shall be required to pay shall be reduced by insurance proceeds actually received by the sole and exclusive remedy with regard Indemnified Party related to money damages (but not equitable relief) for such Loss. Each party shall use commercially reasonable best efforts to collect any breaches of representations and warranties that survive the Closing and in respect of any inaccuracy or omission in any certificate, documents such proceeds or other information furnished amounts to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closingwhich it is entitled.

Limits on Indemnification. (a) Seller shall have no liability for Losses solely for breaches of representations and warranties set forth in ARTICLE II unless and until the aggregate amount of Losses for all claims asserted by the Indemnified Party exceeds the Basket, in which event Seller shall only pay and be liable for Losses in excess of the Basket. The foregoing limitations shall not apply to claims based upon breaches of Fundamental Representations and actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates, with respect to which, in each case, Losses in connection therewith shall be recoverable from the first dollar and shall not be counted in determining whether the threshold set forth in the preceding sentence has been exceeded. For the sole purpose of determining any Losses with respect to any breach of any representation, warranty or covenant by Seller for purposes of indemnification under this ARTICLE VII (and not for determining whether or not any breaches of representations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect,” “materiality” or words of similar effect shall be disregarded. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers shall not have any obligation to provide , Seller’s aggregate Liability for indemnification for Losses pursuant to subsection Section 12.1(a7.2(a)(i) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds will not exceed $600,000 15,500,000 (the "Basket Amount"“Cap”), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification notwithstanding the foregoing the Cap will not apply 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide any claim for indemnification pursuant to Section 12.1(e)7.2(a)(i) based on any breach of a Fundamental Representation, (ffor which Seller’s Liability for indemnification, together with any Liability for indemnification otherwise pursuant to Section 7.2(a)(i) and (g) in the aggregate will not exceed the Purchase Price, or (ii) a breach actual fraud, gross negligence or criminal misconduct of the representations and warranties Seller or any 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 aggregate amount of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)its Affiliates. (c) The representations and warranties of Notwithstanding anything to the Sellers and the Company on the one hand and Buyer on the other contained contrary in this Agreement or Agreement, in no event will any certificate delivered pursuant hereto, and rights Indemnified Party be entitled to indemnification in respect thereof, shall survive recover under Section 7.2 after 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 applicable Expiration Date set forth in Section 4.12 shall survive until the expiration of the statute of limitations applicable 7.1 unless a Claim Notice was delivered prior 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 further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Datetime. (d) Other than in respect Any Losses hereunder will be determined without duplication of Claims based upon actual fraud, recovery that would result from the indemnification provisions set of this Article XII shall be the sole and exclusive remedy with regard facts giving rise to money damages (but not equitable relief) for any breaches of representations and warranties that survive the Closing and in respect of any inaccuracy or omission in any certificate, documents such Losses constituting a breach or other information furnished violation of more than one representation, warranty or covenant hereunder. (e) There will be no obligation to Buyer indemnify under Section 7.2 to the extent the Loss relates to any breach of representation, warranty or covenant expressly waived in connection writing by the Indemnified Party. (f) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES, AND THE RECOVERY BY AN INDEMNIFIED PARTY OF ANY LOSSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL, EXCEPT IN THE CASE OF ACTUAL FRAUD, GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT, BE LIMITED TO DIRECT DAMAGES ARISING FROM SUCH BREACH OR NONFULFILLMENT AND REASONABLY FORESEEABLE BY THE PARTIES AS OF THE DATE OF THIS AGREEMENT, BUT NOT DAMAGES INDIRECTLY ARISING FROM SUCH BREACH OR NONFULFILLMENT, AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY INDEMNIFIED PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, SPECULATIVE, REMOTE, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR INCURRED BY SUCH INDEMNIFIED PARTY. For purposes of the foregoing, Losses may include indirect, speculative, remote, exemplary or punitive damages to the extent (i) the injuries or losses resulting in or giving rise to such damages are incurred or suffered by a third party who is not an Affiliate of a Party, and (ii) such damages are recovered against an Indemnified Party by a Person that is a third party who is not an Affiliate of a Party. This Section 7.3(f) shall operate only to limit a Party’s liability and shall not operate to increase or expand any contractual obligation of a Party. (g) No Indemnified Party will be entitled to indemnification under this ARTICLE VII with respect to any Third Party Claim unless and until the final amount of recoverable Losses (if any) are determined by a final, non-appealable judgment or award, or settlement entered into in accordance with this Agreement or ARTICLE VII, in each case that is binding on such Indemnified Party and the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the ClosingIndemnifying Party.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Sellers With respect to breaches or inaccuracies of representations and warranties of the Shareholders other than breaches or inaccuracies of the Shareholders’ Fundamental Representations, the Shareholders 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 the 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 indemnify Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) to the extent such representation or warranty shall be disregarded solely for purposes of calculating Buyer Indemnifiable Losses exceed, in the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been metaggregate, $4,000,000. 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 With respect 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 is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach inaccuracies of the representations and warranties of the Sellers Shareholders set forth in Section 2.15(a) and (b) (Intellectual Property) and Section 2.22 (Environmental Matters) or indemnification arising under Section 6.2(a)(iii), the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(a)(iii) to the extent such Buyer Indemnifiable Losses exceed, in the aggregate, $10,000,000. With respect to indemnification arising under Section 6.2(a)(ii) and Section 6.2(a)(iv) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.1 (Organization; Ownership of Shares; Capitalization; and Power), Section 2.2 (Authorization), Section 2.7(a) (Assets) and Section 2.21 (Taxes), the Shareholders shall indemnify the Buyer Indemnitees for all Buyer Indemnifiable Losses without regard to any cap or similar limitation. With respect to indemnification arising under Section 6.2(a)(v), the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses unless and to the extent such Buyer Indemnifiable Losses exceed any amounts that are (i) covered by the insurance policies maintained by the Company contained in Sections 4.5 and 4.12its Subsidiaries and (ii) actually received by the Company. (b) With respect to breaches or inaccuracies of representations and warranties of the Buyer other than breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall not have any obligation to provide indemnification for indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses pursuant to arising under Section 12.2(a6.2(b)(i) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Shareholder Indemnifiable Losses pursuant to such Section exceeds the Basket Amountexceed, in which case the aggregate, $4,000,000. With respect to indemnification arising under Section 6.2(b)(ii) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall be liable indemnify the Shareholder Indemnitees for all Shareholder Indemnifiable Losses without regard to the Sellers only for such Losses in excess of the Basket Amount, provided, however, that any materiality cap or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d)similar limitation. (c) The representations and warranties Shareholders shall not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) (other than with respect to Buyer Indemnifiable Losses arising from breaches or inaccuracies of the Sellers and Shareholders’ Fundamental Representations) until the Company on aggregate amount of all Buyer Indemnifiable Losses exceeds $250,000 (the one hand and “Threshold”), at which point the Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights Indemnitees shall be entitled to indemnification in for all such Losses under Section 6.2(a)(i) (including such first $250,000 thereof). The Buyer shall not have any obligation to indemnify the Shareholder Indemnitees with respect thereof, shall survive to any Shareholder Indemnifiable Losses arising under Section 6.2(b)(i) (other than with respect to Shareholder Indemnifiable Losses arising from breaches or inaccuracies of the Closing and continue in effect Buyer’s Fundamental Representations) until the second anniversary aggregate amount of all Shareholder Indemnifiable Losses exceeds the Closing Date; provided that (i) Threshold, at which point the representations and warranties set forth in Sections 4.2, 4.5, 4.13 and 5.2 Shareholder Indemnitees 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 be entitled to indemnification in respect for all such Losses under Section 6.2(b)(i) (including such first $250,000 thereof). For purposes of clarification, the Threshold shall terminate not apply to indemnification obligations arising under Sections 6.2(a)(ii), 6.2(a)(iii), 6.2(a)(iv) and cease 6.2(b)(ii). (d) Any claim by a Buyer Indemnitee for indemnification pursuant to Section 6.2(a)(iii) shall be required to be of any further force or effect on the made by delivering notice to Shareholders’ Representative no later of (i) than the date of such Change of Control and (ii) the third anniversary of that is 21 months following the Closing Date. (de) Other than in respect Subject to Section 6.3(f), any claims for Buyer Indemnifiable Losses shall first be made against the Escrow Account and then, following the exhaustion of Claims based upon actual fraudthe Escrow Account, the Shareholders, severally (and not jointly), in proportion to their Shareholder Percentage. Notwithstanding anything herein to the contrary, claims by a Buyer Indemnitee for Buyer Indemnifiable Losses against the Escrow Account shall not be allocated amongst the Shareholders on a several basis. (f) The Buyer or its Affiliates shall have the right and remedy to require the Shareholders, severally (and not jointly), in proportion to their Shareholder Percentage, to account for and pay over the amount required to satisfy a claim for Buyer Indemnifiable Losses under Section 6.2(a)(iv) without first having to be made against the Escrow Account. (g) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification provisions of hereunder at the Indemnifying Party’s expense. (h) The Parties shall treat any payments made pursuant to 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior VI as an adjustment to the ClosingPurchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The With respect to Seller Indemnifiable Losses the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees (collectively) from and against any Seller Indemnifiable Losses 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 the 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 Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that 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 exceed an aggregate amount equal to $36,000,0003,300,000 (the “Cap”). Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) Cap shall not apply to Seller Indemnifiable Losses arising from (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) 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 aggregate amount any of all such Losses pursuant to 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 any materiality or material adverse effect qualification in 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 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 limitations contained in this Section 12.4(b) shall not apply to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on 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 3.10, Section 3.11 or Section 3.17 or any of the statute of limitations applicable Special Representations, (ii) matters indemnified pursuant to the matters covered thereby and Sections 8.2(a)(ii) through (vi), or (iii) all Environmental fraud or intentional misrepresentation. The liability, if any, of Sellers to indemnify Buyer Indemnitees hereunder shall first be satisfied from the Escrow Funds, and only if and to the extent the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees from and against Seller Indemnifiable Losses hereunder exceeds the Escrow Funds Buyer Indemnitees shall be entitled to seek funding of any Seller Indemnifiable Losses directly from the Sellers. With respect to Buyer Indemnifiable Losses, the aggregate liability of Buyers (collectively) to indemnify Seller Indemnitees (collectively) from and against any Buyer Indemnifiable Losses shall not exceed the Cap. Notwithstanding the foregoing, the Cap shall not apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations shall survive or any of the representations and warranties set forth in Section 4.4, (ii) matters indemnified pursuant to Sections 8.2(b)(ii) through (iv), or (iii) fraud or intentional misrepresentation. (b) Sellers will not have any obligation to indemnify Buyer Indemnitees with respect to any Seller Indemnifiable Losses until the earlier aggregate of all such Seller Indemnifiable Losses exceeds an amount equal to $660,000 (the “Basket”) (at which point Sellers will be obligated to indemnify Buyer Indemnitees for (but only for) such Seller Indemnifiable Losses in excess of the fifth anniversary Basket); provided, however, that no Seller will have any obligation to indemnify Buyer Indemnitees with respect to individual Seller Indemnifiable Losses of less than Ten Thousand ($10,000) (the “Threshold”) unless more than one Seller Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Seller Indemnifiable Losses collectively exceed the Threshold, in which case all such Seller Indemnifiable Losses shall be indemnified by Sellers pursuant to the terms hereof. Notwithstanding the foregoing, (A) neither the Basket or Threshold shall apply to Seller Indemnifiable Losses arising from (i) breach of any Special Representations or a breach of any of the Closing Date representations and warranties set forth in Section 3.10, (ii) matters indemnified pursuant to Sections 8.2(a)(ii) through (v), or (iii) fraud or intentional misrepresentation and (B) the expiration amount of the statute Basket with respect to Buyer Indemnifiable Losses from matters indemnified pursuant to Section 8.2(a)(vi) shall be an amount equal to $150,000. Buyers will not have any obligation to indemnify any Seller Indemnitee with respect to any Buyer Indemnifiable Losses until the aggregate of limitations applicable all such Buyer Indemnifiable Losses exceeds the Basket (at which point Buyers will be obligated to indemnify Seller Indemnitees for (but only for) Buyer Indemnifiable Losses in excess of the Basket); provided, however, that Buyers will not have any obligation to indemnify any Seller Indemnitee with respect to individual Buyer Indemnifiable Losses of less than the Threshold unless more than one Buyer Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Buyer Indemnifiable Losses collectively exceed the Threshold, in which case all such Buyer Indemnifiable Losses shall be indemnified by Buyers pursuant to the terms hereof. Notwithstanding the foregoing, neither Basket or Threshold shall apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations or any representations and warranties set forth in Section 4.4, (ii) matters covered therebyindemnified pursuant to Section 8.2(b)(ii) through (iv) or (iii) fraud or intentional misrepresentation. (c) Sellers shall have no obligation to indemnify Buyers from and against any Seller Indemnifiable Losses arising out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Standard Survival Period unless Buyers make a written claim within the Standard Survival Period for the breach or inaccuracy that gives rise to such Seller Indemnifiable Losses. Sellers shall have no obligation to indemnify Buyers from and against any Seller Indemnifiable Losses arising out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Extended Survival Period or any other longer survival period unless Buyers make a written claim for the breach or inaccuracy that gives rise to such Seller Indemnifiable Losses within the Extended Survival Period or any other longer survival period. (d) Buyers shall have no obligation to indemnify Sellers from and against any Buyer Indemnifiable Losses arising out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Standard Survival Period or any other longer survival period unless Sellers made a written claim within the Standard Survival period or any other longer survival period for the breach or inaccuracy that gives rise to such Buyer Indemnifiable Losses. (e) For the avoidance of doubt, it is agreed that if there is a breach of more than one representation or warranty on account of the same facts or circumstances, such breach shall give rise to full single indemnification as provided by this Article 8, but shall not give rise to indemnification more than once on account thereof. For further avoidance of doubt, it is agreed that no Seller shall be liable for any Seller Indemnifiable Losses to the extent, but only to the extent, that the same has been specifically accounted for in the determination of the Actual Final Net Working Capital. (f) Each Indemnified Party shall use commercially reasonable efforts and shall cause their respective Affiliates to use their commercially reasonable efforts to mitigate and otherwise minimize the Indemnifiable Losses to the maximum extent reasonably possible upon and promptly after becoming aware of any event which would reasonably be expected to give rise to any Indemnifiable Losses; provided that the costs of such efforts shall be included in the determination of the Losses indemnified hereunder if such efforts successfully mitigate, in whole or in part, such Indemnifiable Losses. An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification or contribution hereunder. Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available from any other Person alleged to be responsible (including, without limitation, from any other Person responsible pursuant to any warranty, representation and/or guarantee) for any Indemnifiable Losses to the same extent that the Indemnified Party would if such Indemnifiable Loss were not subject to indemnification hereunder; provided that the costs of such efforts shall be included in the determination of the Losses indemnified hereunder. (g) The amount of any Indemnifiable Losses payable under Section 8.2 by the Indemnifying Party shall be net of amounts actually recovered from any other third party with indemnification or contribution obligations or from any other Person responsible therefor (including, without limitation, from any other Person responsible therefor pursuant to any warranty, representation and/or guarantee). The Indemnified Party shall use commercially reasonable efforts to promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims. If an Indemnified Party receives any amounts from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party. (h) The amount of any Indemnifiable Losses payable by Sellers pursuant to Section 8.2(a) shall be net of any insurance proceeds actually received by any Buyer pursuant to the insurance policies maintained by Sellers and pursuant to which Sellers have named Buyers as additional insureds. Each of Buyers and Sellers shall use commercially reasonable efforts to seek recovery for any such insurance proceeds, provided that neither shall be required to incur any cost in pursuing such proceeds. If an Indemnified Party receives any amounts with respect to such insurance policies, for an Indemnifiable Loss subsequent to the indemnification payment by an Indemnifying Party, with respect to such Indemnifiable Loss, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts, reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by such Indemnified Party from such insurance proceeds. (i) Except with respect to Third-Party Claims no Indemnifying Party shall be obligated to indemnify an Indemnified Party under this Article 8 for any consequential, incidental, indirect, special or punitive damages, lost profits, or opportunity costs, diminution of value or similar items or damages or losses calculated as a multiple of damages or as a multiple of earnings, profits, contribution margin or similar items. Notwithstanding the foregoing, in the event that case of matters indemnified pursuant to Section 8.2(a)(vi), an Indemnified Party shall be entitled to seek damages for lost profits, diminution of value or similar items or damages or losses calculated as a Change multiple of Control damages or as a multiple of earnings, profits, contribution margin or similar items for the period of the Company occurs at any time after event giving rise to the indemnification obligation. (j) After the Closing, this Article 8 will provide the exclusive remedy of all Environmental RepresentationsIndemnified Parties for any misrepresentation, and rights to indemnification in respect thereofbreach of warranty, shall terminate and cease to be of any further force covenant or effect on the later of other agreement, other than for (i) the date remedies of such Change of Control specific performance, injunction and other equitable relief and (ii) the third anniversary of the Closing Datefraud or intentional misrepresentation. (d) 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 inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under this Agreement occurring prior to the Closing.