Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) With respect Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable for any claims arising under claim for indemnification pursuant to Section 9.1 10.2(a)(i), Section 10.2(b)(i), or Section 9.2, an Indemnified Party shall not be entitled to indemnification 10.3(a) unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Indemnifying Party under Section 10.2(a)(i), Section 10.2(b)(i) or Section 10.3(a), as the case may be, equals or exceeds [***] Dollars ($250,000[***]) (such amount, the “ThresholdDeductible”), whereupon after which the Indemnifying Party shall be liable to indemnify for the Indemnified Party full amount of all Losses in excess of the Deductible recoverable under this Article 9 for all Losses incurred to the first dollarX; provided, however, that such Threshold the foregoing limitation set forth in this Section 10.4(a) shall not apply to any claims arising under Section 9.1(a(i) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13breaches of, or Sections 9.1(b)inaccuracies in, (d) the Fundamental Representations or (f), or based on fraud, willful misconduct or intentional misrepresentationii) Losses attributable to Fraud. No With respect to any claim as to which the Indemnified Party shall may be entitled to recovery indemnification under this Article 9 Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a), as the case may be, the Indemnifying Party shall not be liable for any amounts individual or series of related Losses which do not exceed [***] Dollars ($[***]) (the “De Minimis Amount”); provided, however, that are paid by insurancethe foregoing limitation set forth in this Section 10.4(a) shall not apply to (i) breaches of, or inaccuracies in, the Fundamental Representations, (ii) breaches of Sellers’ obligations pursuant to Section 6.17 or (iii) Losses attributable to Fraud. Any Loss or series of related Losses that exceeds the De Minimis Amount shall be counted toward the Deductible. No Loss or series of related Losses that does not exceed the De Minimis Amount will be counted toward the Deductible. (b) The Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable for any claim for indemnification under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a) to the extent that the aggregate amount of all such Losses paid or payable to the Buyer Indemnified Parties (with respect to claims under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i) or Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants)) or the Seller Indemnified Parties (with respect to claims under Section 10.3(a)) *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. exceeds an amount equal to [***] Dollars ($[***]); provided, however, that the foregoing limitation set forth in this Section 10.4(b) shall not apply to (i) breaches of, or inaccuracies in, the Fundamental Representations or (ii) Losses attributable to Fraud. (c) Notwithstanding anything to the contrary contained in this Agreement, except for Losses attributable to Fraud (i) Sellers’ maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 X shall be Twenty Five Percent (25%) of not exceed an amount equal to the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder, (the “Cap”); provided, however, that, the Cap shall not apply to, and ii) each Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 X shall be not exceed an amount equal to such Seller’s Pro Rata Percentage of the sum of the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement and (iii) Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall not exceed an amount equal to the Base Purchase PricePrice plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement; provided, as adjusted however, that Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall be equal to the Base Purchase Price plus the maximum amount of the Earn-Out Payments only in the event Buyer is obligated to indemnify Seller pursuant to Section 2.2, 10.3(b) in connection with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller or violation of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation2.8.

Limits on Indemnification. (a) With No party shall have any right to seek indemnification under this Agreement (i) as to any individual item or series of related items of Loss, to the extent such Loss is less than $25,000, (ii) with respect to Losses contemplated by Section 10.2(i) which would otherwise be indemnifiable hereunder incurred by such party (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed $15 million in the aggregate, after insurance or other recoveries and on an after-tax basis, as provided in Section 10.5, and such party (including such affiliated or related Persons) shall only be entitled to be indemnified for Losses in excess of such aggregate amount, (iii) for punitive, special or consequential damages (other than in connection with Indemnified Litigation or litigation not disclosed to Buyer in breach of Section 4.8), or (iv) in respect of Losses to the extent such Losses result from or arise out of actions taken by such party or an Affiliate, employee, representative or agent thereof after the Closing not contemplated by this Agreement and not required by Applicable Law. After the Closing, the remedies provided by this Article X shall be the sole and exclusive remedy for the parties to this Agreement with respect to any claims dispute arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13from, or Sections 9.1(b)related to, (d) or (f)this Agreement, or based on fraud, willful misconduct or intentional misrepresentation. No Party except in the case of fraud and except that specific performance shall continue to be entitled to recovery under this Article 9 for any amounts that are paid by insuranceavailable. (b) The maximum aggregate Notwithstanding any provision of this Article X, the liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 X shall be Twenty Five Percent (25%) of limited to the Purchase Price (paid to the “Cap”); provided, however, that, Escrow Agent pursuant to the Cap shall not apply to, terms of this Agreement and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 agrees that its sole recourse shall be an amount equal limited to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach funds paid by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationto the Escrow Agent.

Limits on Indemnification. Notwithstanding any provision of this ARTICLE 10 to the contrary: (a) With No Indemnifying Party shall be required to indemnify any Indemnified Party under Section 10.2(a) or Section 10.3(a) unless the aggregate amount of all permitted claims with respect to any claims arising under Section 9.1 or Section 9.2, an such Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars under this ARTICLE 10 exceeds sixty five thousand dollars ($250,00065,000) (the “ThresholdBasket”), whereupon the in which event such Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 responsible for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentationthereafter. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties and Purchaser under this Article 9 Section 10.2(a) and Section 10.3(a), respectively, shall be Twenty Five Percent limited to one million dollars (25%$1,000,000) of the Purchase Price (the “Cap”); provided, however, that. Notwithstanding the above, the Basket and Cap shall not apply to, and Seller’s maximum aggregate liability to claims for indemnification made by an Indemnified Party related to (i) the Fundamental Representations; (ii) any fraud by or intentional misrepresentation of the Indemnifying Party in connection with the transactions evidenced by this Agreement; or (iii) any breach of or failure to perform any covenant or agreement of the Indemnifying Party in this Agreement (the “Carve-Out Items”). (b) No party hereto shall have any obligation to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, any other party with respect to any Losses that would otherwise be indemnifiable under this ARTICLE 10 if the party seeking indemnification fails to assert a good faith claim for indemnification with respect to such Losses under this ARTICLE 10 by providing written notice to the potential Indemnifying Party of such claim prior to the first (1st) anniversary of the Closing Date. Notwithstanding the above, the provisions of this Section 10.5(b) shall not apply to claims arising under Section 9.1(afor indemnification made by the Purchaser related to the Carve-Out Items. (c) that are a result Except, in the case of the Purchaser, to the extent set forth on Schedule 4.6, no party seeking indemnification will be entitled to indemnification in respect of any fact or matter constituting a breach by Seller of any representations in Sections 3.4(b) representation or 3.5, any claims arising under Section 9.1(f) and any claims based warranty to the extent that such party had Knowledge of such fact or matter on fraud, willful misconduct or intentional misrepresentationprior to the Closing Date.

Limits on Indemnification. (a) With respect Notwithstanding anything in this Agreement to any the contrary, the Indemnifying Party's liability for all claims arising under Section 9.1 or Section 9.2, an Indemnified shall be subject to the following limitations: (i) the Indemnifying Party shall not be entitled to indemnification have no liability for such claims until the aggregate Losses suffered by amount of the Indemnified Parties Damages incurred shall exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon 25,000 at which time the Indemnifying Party shall be liable to indemnify for the Indemnified Party under this Article 9 full amount of all such claims starting from "dollar one", and (ii) the Indemnifying Party's aggregate liability for all Losses incurred to the first dollarsuch claims shall not exceed $250,000; provided, however, that such Threshold the limitations provided in this Section 10.6 shall not --- ------- apply to: (A) any claim for fraud or intentional misrepresentation, (B) any claim by the Purchaser or its Affiliates related to an Excluded Liability, (C) any claims arising claim by the Seller or its Affiliates related to an Assumed Liability, (D) any claim for breach of any agreement or covenant contained herein, (E) any claim by the Purchaser that Seller has breached the representations contained in Sections 4.5, 4.7, 4.15 or 4.18 of this Agreement, and (E) any claim by the ----------------- ------------ Purchaser for indemnification under Section 9.1(a10.2(c),(d),(e) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance.---- ------------------------------- (b) The maximum aggregate liability of Seller Notwithstanding anything contained in this Agreement to indemnify the Buyer Indemnified Parties under this Article 9 contrary, no Party shall be Twenty Five Percent liable to any other Party for indirect, special, punitive, exemplary or consequential loss or damage (25%including any loss of revenue or profit) arising out of the Purchase Price (the “Cap”); this Agreement, provided, however, that, the Cap -------- ------- foregoing shall not apply to, and Seller’s maximum aggregate liability be construed to indemnify preclude recovery by the Buyer Indemnified Party in respect of Indemnified Damages incurred from Third Party Claims. All Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationmitigate their damages.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under the contrary contained in Section 9.1 6.01 or Section 9.26.02, an in no event shall any amount be recovered from the Corporation pursuant to Section 6.01(a) for any Corporation Indemnified Party shall not be entitled Liabilities or the Purchaser pursuant to indemnification Section 6.02(a) for any Purchaser Indemnified Liabilities, as applicable, in each case until (i) the aggregate Losses suffered by the individual amount of any Corporation Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (Liability or Purchaser Indemnified Liability, as applicable, exceeds $250,000) 25,000 (the “ThresholdDe Minimis Amount”) and (ii) the aggregate amount of Corporation Indemnified Liabilities or Purchaser Indemnified Liabilities, as applicable, that exceed the De Minimis Amount exceeds $350,000 (the “Basket”), whereupon at which time the Indemnifying Party shall Corporation or the Purchaser, as applicable, will be liable with respect to indemnify each Corporation Indemnified Liability or Purchaser Indemnified Liability, as applicable, that exceeds the Indemnified Party under this Article 9 for all Losses incurred to De Minimis Amount, regardless of the first dollarBasket; provided, however, that the Corporation’s liability for any such Threshold Corporation Indemnified Liability shall not apply be limited as set forth in this Section 6.04(a) if such Corporation Indemnified Liability relates to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations representation or warranty contained in Sections 3.4(b3.01(a) and (c), 3.5, 3.9 and 3.13, or Sections 9.1(b3.02 through 3.06 (inclusive), (d) 3.26, 3.27 or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance3.30. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%Except as otherwise provided in Section 6.04(c) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, except with respect to any claims claim arising out of actual fraud or criminal conduct on the part of the Corporation or the Purchaser, from and after the Closing, indemnification under Section 9.1(a) that are a result of a breach by Seller of Sections 6.01 or 6.02, as applicable, shall be the sole and exclusive remedy available to any representations in Sections 3.4(b) Purchaser Related Party or 3.5any Corporation Related Party, as applicable, for any claims arising under Section 9.1(f) out of or based upon the matters set forth in this Agreement and the transactions contemplated hereby, and neither shall any claims based on fraud, willful misconduct or intentional misrepresentation.Purchaser Related Party seek relief against any Corporation Related Party other than

Limits on Indemnification. (a) With respect No amount shall be payable by any Indemnifying Party pursuant to any claims (i) clause (i) of SECTION 7.01 (other than arising under Section 9.1 3.14) of this Agreement or Section 9.2(ii) clause (i) of SECTION 7.02 of this Agreement, an Indemnified Party shall not be entitled unless the aggregate amount of Losses subject to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars under clause ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (di) or (f)ii) above, or based on fraudas the case may be, willful misconduct or intentional misrepresentation. No exceed $25,000 (at which point the Indemnified Party shall be entitled to recovery under all indemnification amounts accrued up to such threshold). Notwithstanding anything to the contrary in this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, thatAgreement, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify amount of indemnifiable Losses which may be recovered by Purchaser from the Buyer Indemnified Parties under this Article 9 Sellers arising out of or resulting from the causes enumerated in SECTION 7.01 shall be an amount equal to each such Seller's Pro Rata Share of the Purchase Price. (b) Notwithstanding anything to the contrary in this Agreement, as adjusted pursuant to Section 2.2, (i) the limitation set forth in SECTION 7.04(a) of this Agreement with respect to the $25,000 threshold after which the Sellers are required to indemnify Purchaser Indemnified Parties shall not apply to Losses indemnified under clause (iv) of SECTION 7.01 and (ii) the limitations set forth in SECTION 7.04(a) of this Agreement and the limitations on survival set forth in SECTION 7.07 shall not apply in the event any claims arising under Section 9.1(a) that are a result Losses arise out of a breach an intentional misrepresentation or fraud by Seller any party hereto or any Affiliate of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationsuch party.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party the Seller Parties shall not be entitled liable for any claim for indemnification pursuant to indemnification Section 8.2(a), unless and until the aggregate amount of indemnifiable Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (which may be recovered from Seller and Parent pursuant to Section 8.2(a) equals or exceeds $250,000) [***] (the “ThresholdBasket Amount”), whereupon in which case the Indemnifying Party Seller Parties shall be jointly and severally liable to indemnify for the Indemnified Party under this Article 9 for aggregate amount of all Losses incurred to in excess of the first dollarBasket Amount; provided, however, that such Threshold the limit provided for in this clause (a) shall not apply to any claims Losses resulting from, arising under Section 9.1(a) that are a result out of a or relating to the inaccuracy or breach by Seller of any Fundamental Representation or of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13Section 3.16 relating to Taxes, or Sections 9.1(b), (d) any representation or (f), or based on warranty in the event of fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance.; (b) The the maximum aggregate liability amount of indemnifiable Losses which may be recovered from the Seller Parties resulting from, arising out of or relating to indemnify the Buyer Indemnified Parties under this Article 9 causes set forth in Section 8.2(a) shall be Twenty Five Percent (25%) of the Purchase Price an amount equal to $[***] (the “Cap”); provided, however, that, that the Cap limit provided for in this clause (b) shall not apply toto Losses resulting from, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal arising out of or relating to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a inaccuracy or breach by Seller of any representations Fundamental Representation or of Section 3.16 relating to Taxes, or any representation or warranty in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on the event of fraud, willful misconduct or intentional misrepresentation; (c) the aggregate amount of indemnifiable Losses which may be recovered from the Seller Parties pursuant to Section 8.2, or the Buyer Parties pursuant to Section 8.3, shall not exceed the Total Consideration; provided, that the limit provided or in this clause (d) shall not apply to Losses resulting from, arising out of or relating to fraud, willful misconduct or intentional misrepresentation; and (d) payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 in respect of any Losses shall be reduced by the amount of any cash proceeds actually received by any Indemnified Party in respect of such Losses under any applicable insurance policies or other applicable indemnity or contribution arrangement (each, an “Alternative Recovery”), in each case net of all costs and expenses incurred by the Indemnified Party in obtaining such recovery, including any premium increases, deductibles, Tax costs and expenses, and costs of enforcement; provided, however, that an Indemnified Party shall not be required to seek or 69 exhaust any such Alternative Recovery before making a claim for indemnification against an Indemnifying Party hereunder. If an Indemnified Party receives any cash proceeds from any Alternative Recovery in respect of any Losses for which an Indemnifying Party has previously reimbursed or paid such Indemnified Party, then the Indemnified Party shall pay over to the Indemnifying Party, within thirty days of the receipt of such proceeds, an amount equal to the lesser of (i) the full amount of cash proceeds received by the Indemnified Party in respect of such Losses from such Alternative Recovery or (ii) the full amount previously paid or reimbursed to the Indemnified Party by the Indemnifying Party in respect of such Losses (taking into account all amounts by which such Loss was previously reduced, and all amounts previously paid over to the Indemnifying Party in respect of such Loss, in each case pursuant to this Section 8.5(d)).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) With respect no amount shall be payable by Millennium pursuant to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until 9.2(a)(i) unless the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(a)(i) exceeds $250,000) (the “Threshold”)1,500,000, whereupon the Indemnifying Party at which point Millennium shall be liable obligated to indemnify the Indemnified Party under this Article 9 for all Losses incurred as to the first dollaramount of such Damages in excess of such amount; provided, however, that such Threshold amount shall not apply to any claims for Damages arising under Section 9.1(aout of, resulting from or incident to (i) that are a result of a breach breaches by Seller of any Millennium of its representations and warranties set forth in Sections 3.4(bSection 3.1 (Selling Parties’ Authority; Enforceability), 3.5, 3.9 Section 3.2 (Organization and 3.13, or Sections 9.1(bGood Standing), Section 3.3 (d) or (fOwnership Structure and Equity Interests), Section 3.4 (Preferred Units and NP Land Units) and Section 3.24 (Brokers and Finders), and (ii) intentional or based on fraudreckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, willful misconduct or intentional misrepresentation. No Party in each case of (i) and (ii) which Damages shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance.indemnified against in their entirety; (b) The no amount shall be payable by Nevada Palace and Esquire pursuant to Section 9.2(b)(i) unless the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(b)(i) exceeds $250,000, at which point Nevada Palace and Esquire shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by Nevada Palace and Esquire of its representations and warranties set forth in Section 3.2 (Organization and Good Standing), Section 3.3 (Ownership Structure and Equity Interests), Section 3.4 (Preferred Units and NP Land Units) and Section 3.24 (Brokers and Finders), to the extent not duplicative of its indemnification obligations under Section 9.2(a)(i), and (ii) intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (c) no amount shall be payable by the Oaktree Parties to Millennium or any Seller Indemnified Party that is an Affiliate or Representative of Millennium (which shall exclude Nevada Palace, Esquire, NP Land, WCW and ▇▇▇▇▇▇▇ (but only to the extent of ▇▇▇▇▇▇▇’▇ interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) unless the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(c)(i) exceeds $1,500,000, at which point the Oaktree Parties shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by the Oaktree Parties of their representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Oaktree Parties’ Authority; Enforceability) and Section 4.5 (Brokers and Finders), and (ii) intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (d) no amount shall be payable by the Oaktree Parties to Nevada Palace, Esquire or any Seller Indemnified Party that is an Affiliate or Representative of Nevada Palace or Esquire (which shall exclude Millennium, the Company, Cannery, Rampart, Nevada LLC, ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ (but not to the extent of ▇▇▇▇▇▇▇’▇ interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) unless the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(c)(i) exceeds $250,000, at which point the Oaktree Parties shall be obligated to indemnify as to the amount of such Damages in excess of such amount; provided, however, that such amount shall not apply to claims for Damages arising out of, resulting from or incident to (i) breaches by the Oaktree Parties of their representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Oaktree Parties’ Authority; Enforceability) and Section 4.5 (Brokers and Finders), and (ii) intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, in each case of (i) and (ii) which Damages shall be indemnified against in their entirety; (e) the maximum amount of Damages for which indemnity may be recovered from Millennium pursuant to Section 9.2(a)(i) shall be an amount equal to $15,000,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (f) the maximum amount of Damages for which indemnity may be recovered from Nevada Palace and Esquire pursuant to Section 9.2(b)(i) shall be an amount equal to $2,200,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Selling Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (g) the maximum aggregate liability amount of Damages for which indemnity may be recovered from the Oaktree Parties by Millennium or any Seller Indemnified Party that is an Affiliate or Representative of Millennium (which shall exclude Nevada Palace, Esquire, NP Land, WCW and ▇▇▇▇▇▇▇ (but only to indemnify the Buyer extent of ▇▇▇▇▇▇▇’▇ interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) shall be an amount equal to $15,000,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (h) the maximum aggregate amount of Damages for which indemnity may be recovered from the Oaktree Parties by Nevada Palace, Esquire or any Seller Indemnified Parties Party that is an Affiliate or Representative of Nevada Palace or Esquire (which shall exclude Millennium, the Company, Cannery, Rampart, Nevada LLC, ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ (but not to the extent of ▇▇▇▇▇▇▇’▇ interest in Nevada Palace, Esquire, NP Land or WCW) or any of their respective Affiliates or Representatives) pursuant to Section 9.2(c)(i) shall be an amount equal to $2,200,000; provided, however, that such amount shall not apply to intentional or reckless acts or omissions by any Oaktree Party that result in termination of this Agreement pursuant to Article VIII or claims for or in the nature of fraud or willful misrepresentation, which shall be indemnified against in their entirety; (i) the amount of any Damages claimed by any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Indemnified Party shall reimburse the Indemnifying Party(ies) for such reduction in Damages for which such Indemnified Party was indemnified prior to the realization of such reductions of Damages); (j) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered losses subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; (k) subject to the terms and conditions of the Company Amended Operating Agreement and the NP Land Amended Operating Agreement, to the extent the Company or NP Land makes a distribution to Millennium or AcquisitionCo (with respect to the Company) or Nevada Palace or LandCo (with respect to NP Land) to satisfy the indemnification obligations under this Article 9 IX, then in order to mitigate the effect on the Indemnified Party of the use of funds of an Acquired Company to satisfy such indemnification obligations, (i) in the case of a payment characterized as a distribution, the distribution made by the Company or NP Land will be increased by such an amount that will cause a pro rata distribution to all members of the Company or NP Land, as applicable, to be made (and the Company Amended Operating Agreement and the NP Land Amended Operating Agreement will reflect the same) and (ii) in the case of a payment not characterized as a distribution, any distribution otherwise payable to the Indemnifying Party shall be Twenty Five Percent (25%) withheld and paid to the Indemnified Party in an amount that will cause a pro rata payment to all members of the Purchase Price Company or NP Land, as applicable, to be made (and the “Cap”Company Amended Operating Agreement and the NP Land Amended Operating Agreement will reflect the same); provided, however, thatthat any payment by the Company or NP Land to fulfill the indemnification obligations of an Indemnifying Party shall be subject to applicable restrictions on the payment of distributions or other sums contained in the Credit Agreement, the Cap Note Purchase Agreement or the NP Business Loan Agreement; and (l) the materiality and other similar qualifications contained in Articles III or IV shall not apply to, and Seller’s maximum aggregate liability to indemnify be disregarded for the Buyer Indemnified Parties purpose of calculating the amount of Damages under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationIX.

Limits on Indemnification. The amount of any payment by the Indemnifying Party under this Article VII shall be subject to the following limitations: (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified the Indemnifying Party shall not be entitled obligated to indemnification make any payments pursuant to this Article VII until the aggregate amount of Losses suffered by for which the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars Indemnifying Party would (but for this Section 7.4(a)) be liable thereunder exceeds $250,000) 2,000,000.00 (the “ThresholdBasket”), whereupon and then only for amounts in excess of the Basket; provided, however, that Losses based upon, arising out of or otherwise relating to any breach of the representations and warranties of the Company in the second sentence of Section 3.1, Section 3.2(a) or (b), Section 3.3 (but only to the extent the breach arises from the failure to obtain the approval, consent, compliance, exemption, authorization or other action by, or notices to, or filing with any Governmental Authority or quasi-governmental authority), Section 3.4, Section 3.7 and Section 3.26 (the “Basket Exclusions”) shall not be subject to the Basket; and (b) the total amount for which the Indemnifying Party shall be liable to indemnify and hold harmless the Indemnified Party under Parties pursuant to this Article 9 VII shall not exceed $67,500,000 (other than Losses based upon, arising out of or otherwise relating to the Basket Exclusions for which the total amount for which the Indemnifying Party shall be liable, when combined with its liability otherwise pursuant to this Section 7.4(b), shall not exceed $135,000,000.00). (c) Unless otherwise required by applicable Law, the parties hereto agree to treat any payment made pursuant to this Article VII as an adjustment to the consideration paid by the Purchasers pursuant to this Agreement for all Losses incurred to the first dollartax purposes. (d) In no event shall an Indemnifying Party be liable for speculative, unforeseeable, punitive, exemplary or consequential damages or lost profits; provided, however, that nothing in this Section 7.4(d) shall affect any Purchaser’s right to be indemnified by an Indemnifying Party pursuant to this Article VII for the diminution in value of such Threshold shall not apply Purchaser’s Purchased Shares. Notwithstanding any provision contained herein to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b)the contrary, 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No no Indemnified Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, indemnification or contribution hereunder with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller the Indemnifying Party of any representations in Sections 3.4(b) or 3.5warranties of which such Indemnified Party had actual knowledge of such breach at or prior to the Closing. For the purposes of this Section 7.4(d), any claims arising under Section 9.1(f) and any claims based on fraudknowledge of an Indemnified Party shall mean the actual knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, willful misconduct ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or intentional misrepresentation▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.

Limits on Indemnification. (a) With No amount shall be payable by any Indemnifying Party pursuant to Section 9.02(a) or (b) except to the extent that the aggregate amount of Losses indemnifiable under Section 9.02(a) or (b) exceeds $2,500,000 and then the Indemnifying Party shall indemnify the Indemnified Party to the full extent of the aggregate amount of Losses, less $2,500,000. (b) The limitations set forth in Section 9.03(a) shall not apply with respect to any claims arising Losses suffered or incurred by the Purchaser in connection with (i) the representations contained in Sections 3.03 and 3.30, (ii) the covenant contained in Section 5.19, (iii) indemnity pursuant to Section 9.02(a)(iii), (iv) the representations, covenants and indemnities contained in Articles VI and VII hereof (in the case of Article VII hereof, with respect to Claims relating to federal income taxation only, but not state Tax Claims), and Seller shall fully indemnify the Purchaser for any such Losses from the first dollar of such Losses to the full extent of such Losses, subject to compliance by the Purchaser with and subject to the terms of Section 9.02. (c) Any Loss which is indemnifiable pursuant to Article VI or VII hereof which also constitutes a breach of a representation or warranty pursuant to Article III hereof shall, for purposes of this Article IX, be deemed to be indemnifiable under Article VI or VII, as applicable, and accordingly the Purchaser, subject to compliance by the 95 102 Purchaser with and subject to the terms of Section 9.1 or 9.02, may demand indemnification for such Losses, and Seller shall indemnify the Purchaser for such Losses, as such Losses are incurred and the Purchaser need not wait until such Losses exceed the threshold of $2,500,000 prior to demanding indemnification. (d) In the event that, notwithstanding the limitations contained in this Section 9.29.03, an any Indemnifying Party nevertheless becomes liable to any Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”)hereunder, whereupon the Indemnifying Party shall be liable entitled to indemnify a credit or offset against any such liability of an amount equal to the value of any net Tax benefit actually realized, and actually used to reduce otherwise payable Taxes, by the Indemnified Party under this Article 9 for all Losses incurred Party. For purposes of determining the net Tax benefit of any payment by Seller, such payment shall be presumed to be a Purchase Price adjustment rather than constituting taxable income to the first dollarSeller, unless the Purchaser provides to Seller an opinion of Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ other nationally recognized tax counsel that such payment should not be so treated for federal income tax purposes. Any dispute as to the proper adjustment for net Tax Benefit shall be resolved under procedures similar to those of Section 2.06(f). No Indemnified Party shall take any action or omit to take any action the primary purpose of which is to avoid the application of this subsection 9.03(d); provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No each Indemnified Party shall be entitled permitted to recovery under engage in its own tax planning, notwithstanding that the effect of such tax planning is to cause this Article 9 for any amounts that are paid by insurancesubsection 9.03(d) to be inapplicable. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) With respect to The amount of any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered payment by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred IX shall be subject to the first dollarfollowing limitations; provided, however, that such Threshold shall not apply to any claims Losses arising under Section 9.1(a) that are a result out of a an Indemnifying Party’s willful breach by Seller of any of this Agreement or its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No bad faith shall not be subject to the following limitations: (a) subject to Section 9.4(c), the Indemnifying Party shall not be entitled obligated to recovery under make any payment pursuant to this Article 9 IX until the aggregate amount of Losses for any amounts that are paid by insurance. which the Indemnifying Party would (bbut for this Section 9.4(a)) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent liable hereunder exceeds one percent (251%) of the Purchase Price (the “CapIndemnity Threshold”), and then only for amounts in excess of the Indemnity Threshold; (b) subject to Section 9.4(c), the total amount for which the Indemnifying Party shall be liable to indemnify and hold harmless the Indemnified Parties pursuant to this Article IX shall not exceed thirty (30%) of the Purchase Price; (c) Neither BVMF nor any of its officers, directors, employees, Affiliates or representatives or any of their successors or assigns shall be deemed to have suffered any Losses for any purpose under this Article IX, unless, after giving effect to the circumstances forming the basis for the claim for such Losses, the value per share of the CME Group Shares shall be less than the Per Share Price; and (d) in no event shall an Indemnifying Party be liable for speculative, unforeseeable, punitive, exemplary or consequential damages or lost profits; provided, however, that, the Cap subject to Section 9.4(c), nothing in this Section 9.4(d) shall not apply to, and Selleraffect BVMF’s maximum aggregate liability right to indemnify the Buyer Indemnified Parties under be indemnified by CME Group pursuant to this Article 9 shall be an amount equal to IX for the Purchase Price, as adjusted diminution in value of the CME Group Shares BVMF purchased pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationthis Agreement.

Limits on Indemnification. Notwithstanding anything in this Agreement to the contrary, in the absence of a showing of Fraud or intentional breach, the indemnification obligations of each party hereto hereunder shall be subject to the following limitations: (a) With respect to any claims arising under Section 9.1 or Section 9.2, an The Purchaser Indemnified Party Parties shall not be entitled to indemnification until Losses claimed under Section 7.02(a) unless the aggregate amount of Losses suffered incurred by the Purchaser Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (under this Agreement, and the “Threshold”)aggregate amount of Losses incurred by the Purchaser Indemnified Parties under the Master PSA and the C-Corp PSA, whereupon respectively, exceeds the Indemnifying Party Deductible Amount, in which event the Purchaser Indemnified Parties shall be liable entitled, subject to the other limitations in this Article VII, to receive indemnification for all Losses in excess of the Deductible Amount. Except in the case of Fraud or intentional breach, the aggregate amount of Losses for which the Sellers shall be required to indemnify the Purchaser Indemnified Party Parties pursuant to Sections 7.02(a), 7.02(c) and 7.02(d) of this Agreement and to indemnify the applicable indemnified parties under Sections 8.02(a), 8.02(c) and 8.02(d) of the Master PSA and Sections 8.02(a), 8.02(c) and 8.02(d) of the C-Corp PSA, and to indemnify the applicable indemnified parties under Section 9(b)(i)(1) and 9(b)(i)(3) of the Investor Pay-Off Letters, together shall not exceed the Cap. For the avoidance of doubt, the limitations set forth in this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold Section 7.04(a) shall not apply to any claims arising indemnification claim under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b7.02(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum Except in the case of Fraud or intentional breach, the aggregate liability amount of Losses for which each Seller hereunder shall be required to indemnify the Buyer Purchaser Indemnified Parties under pursuant to Section 7.02 of this Article 9 Agreement shall be Twenty Five Percent (25%) limited, in the aggregate, to the portion of the Purchase Price received by such Seller under this Agreement (including any Taxes deducted or withheld therefrom) (with each Parent Share issued to such Seller being valued at the “Cap”Parent Share Value); provided, howeverand in no case will the aggregate liability of the Sellers for claims for indemnification under Section 7.02 exceed, thatin the aggregate and without duplication, the Cap Purchase Price. (c) Except in the case of Fraud or intentional breach, (i) the aggregate amount of Losses for which Parent and Purchaser shall not apply to, and Seller’s maximum aggregate liability be required to indemnify the Buyer Seller Indemnified Parties pursuant to Sections 7.03(a) and 7.03(c) of this Agreement and to indemnify the applicable indemnified parties under this Article 9 Sections 8.03(a) and 8.03(c) of the Master PSA and the C-Corp PSA and Sections 9(b)(ii)(i) and 9(b)(ii)(3) of the Investor Pay-Off Letters, together shall be not exceed an amount equal to the Purchase PriceCap, as adjusted and (ii) the aggregate amount of Losses for which Parent and Purchaser shall be required to indemnify the Seller Indemnified Parties pursuant to Section 2.27.03(b) shall be limited, in the aggregate, to the Parent Share Consideration paid under this Agreement (including any Taxes deducted or withheld therefrom) (with respect to any claims arising under Section 9.1(aeach Parent Share included in the Parent Share Consideration being valued at the Parent Share Value). (d) that are a result of a breach by Seller of any representations As used in Sections 3.4(b) or 3.5this Article VII, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct an “intentional breach” means an intentional action or intentional misrepresentationfailure to act where the breaching party had actual knowledge that such action or failure to act was not permissible under this Agreement or other applicable Transaction Document. An “intentional breach” shall not apply to breaches of representations or warranties set forth in this Agreement.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2the contrary contained in this Agreement, an Indemnified Indemnifying Party shall not be entitled liable for any claim for indemnification pursuant to indemnification Section 11.2(a) or Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Indemnifying Party under Section 11.2(a) or Section 11.3(a), as the case may be, equals or exceeds four million five hundred thousand U.S. Dollars ($250,0004,500,000) (such amount, the “ThresholdDeductible”), whereupon after which the Indemnifying Party shall be liable to indemnify for the Indemnified Party under this Article 9 for full amount of all Losses incurred to and not only those in excess of the first dollarDeductible; provided, however, that such Threshold the foregoing limitations set forth in this Section 11.4(a) shall not apply to any claims arising under Section 9.1(a(i) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13breaches of, or Sections 9.1(b)inaccuracies in, (d) the Fundamental Representations or (f)ii) Actions based upon fraud; provided, further, that claims for indemnification pursuant to any other provision of Section 11.2 or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled Section 11.3 are not subject to recovery under the monetary limitations set forth in this Article 9 for any amounts that are paid by insuranceSection 11.4. (b) The maximum aggregate liability Notwithstanding anything to the contrary contained in this Agreement, recovery from the Escrow Funds shall serve as the sole and exclusive source of Seller to indemnify indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Pre-Closing Holders under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”Section 11.2(a); , provided, however, that, that the Cap foregoing limitations set forth in this Section 11.4(b) shall not apply toto (i) breaches of, or inaccuracies in, the Fundamental Representations, (ii) breaches of, or inaccuracies in, the Semi-Fundamental Representations or (C) Actions based upon fraud. Recovery from the Escrow Funds and Seller’s maximum aggregate liability to indemnify the right of set-off under Section 11.8 shall serve as the sole and exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Pre-Closing Holders for breaches of the Semi-Fundamental Representations under this Article 9 shall be an amount equal Section 11.2(a). (c) For as long as there are funds available in the Escrow Funds to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by the Pre-Closing Holders as Indemnifying Parties to the Purchase Price, as adjusted pursuant to Section 2.2, Buyer Indemnified Parties with respect to any claims arising Losses for which they are entitled to indemnification from the Pre-Closing Holders under Section 9.1(a11.2(a) that will be paid in cash first out of the Escrow Funds, and in the event such Losses exceed, or are a result not paid and satisfied in full from, the Escrow Funds, the Buyer Indemnified Parties shall have the right to satisfy in full such Losses by means of a breach by Seller exercising Buyer’s rights of any representations in Sections 3.4(b) or 3.5, any claims arising set-off under Section 9.1(f) 11.8. Except for with respect to Fundamental Representations, Semi-Fundamental Representations and any claims Actions based on upon fraud, willful misconduct in no event shall a Pre-Closing Holder be liable for any Losses in excess of such Pre-Closing Holder’s Pro-Rata Percentage of the Escrow Funds for any Losses arising out of or intentional misrepresentationresulting from Losses for which the Buyer Indemnified Parties are entitled to indemnification from the Pre-Closing Holders under Section 11.2(a). (d) Except with respect to Actions based upon fraud committed by such Pre-Closing Holder or of which such Pre-Closing Holder had actual knowledge, in no event shall a Pre-Closing Holder be liable for any Losses with respect to Material Claims in excess of the portion of the Final Merger Consideration actually paid to such Pre-Closing Holder. (e) For purposes of this Agreement, “Material Claims” means Losses arising out of or relating to: (i) any breaches of or inaccuracies in any Fundamental Representations or (ii) any matter for which indemnification may be sought under clauses (b) through (e) of Section 11.2.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2the contrary contained in this Agreement, an Indemnified Party Sellers and the Members shall not be entitled required to indemnification until indemnify, defend or hold harmless the Parent Indemnified Parties against or reimburse any Parent Indemnified Party for any Loss pursuant to Section 8.2(a), unless (i) the applicable Parent Indemnified Parties have notified Sellers in writing in accordance with Section 8.5(c) within the applicable survival period set forth in Section 8.1; and (ii) the aggregate of all Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars for which Sellers would, but for this clause ($250,000) (the “Threshold”ii), whereupon the Indemnifying Party be liable exceeds on a cumulative basis an amount equal to $100,000 (in which event Sellers shall be liable to indemnify for the Indemnified Party under this Article 9 for all Losses incurred to the first dollarentire amount of such Losses); provided, however, that such Threshold this clause (ii) shall not apply to any claims claim for indemnification for Purchaser Special Losses. In addition to the foregoing, in no event shall Sellers and the Members be liable for any Losses in an aggregate amount that exceeds $7,500,000, other than Purchaser Special Losses as to which there shall be no limit on liability. “Purchaser Special Losses” means (A) any Losses arising under pursuant to Section 9.1(a8.2(a)(iii) that are a result or 8.2(a)(iv) (in the case of a breach by Seller Section 8.2(a)(iv) to the extent not otherwise within the scope of any of its representations in Sections 3.4(bPurchaser’s indemnification obligations pursuant to Section 8.3(d), 3.5, 3.9 and 3.13, or Sections 9.1(b), (dB) any Losses resulting from an intentional breach of any representation or warranty by Sellers or any of the Members, and (fC) any Losses arising from a breach of any representation, warranty or covenant of Sellers or any of the Members in any of the following Sections: 3.1, 3.2, 3.3, 4.1, 4.2(b), or based on fraud4,3, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance4.4(a), 4.6(b), 4.7(a), 4.9(b), 4.10, 4.11, 4.12 and the last sentence of 8.2(a). (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to in excess of the first dollarThreshold; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.3, 3.4(b), 3.5, 3.9 3.5 and 3.133.9, or Sections 9.1(b), (dc) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent thirty percent (2530%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2, the contrary contained in this Agreement: (i) an Indemnified Indemnifying Party shall not be entitled liable for any claim for indemnification pursuant to indemnification Section 9.02(a), Section 9.02(f), Section 9.02(g), Section 9.02(h), or Section 9.03(a), as applicable, unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (Indemnifying Party exceeds an amount equal to $250,000) 500,000 (the “ThresholdBasket Amount”), whereupon after which the Indemnifying Party shall be liable only for indemnifiable Losses in excess of the Basket Amount, (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a), Section 9.02(f) or Section 9.03(a) shall be an amount equal to $25,000,000, and (iii) Seller shall not be required to indemnify the Indemnified Party any Person under this Article 9 Agreement or be liable to any Person under this Agreement under any theory of recovery whatsoever for all Losses incurred to in the first dollaraggregate exceeding the cash Purchase Price; provided, however, that such Threshold the limitations set forth in clauses (i) and (ii) of this Section 9.04(a) shall not apply to any (A) claims arising under out of breaches of the Fundamental Representations, (B) claims pursuant to Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b9.02(c), (dC) or (fclaims pursuant to Sections 9.02(d) and 9.02(e), or based on fraud(D) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, willful misconduct and the limitations set forth in clause (ii) shall not apply to claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the extent such Excluded Taxes are Taxes of Seller or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insuranceits Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes. (b) The maximum aggregate liability of Seller Notwithstanding anything in this Agreement to indemnify the Buyer Indemnified Parties contrary, no Indemnifying Party shall have any Liability (including under this Article 9 IX) for, and Losses shall be Twenty Five Percent deemed to exclude, (25%i) any punitive damages, and (ii) any consequential or special damages, loss of profits, diminution in value, or damages based on any multiplier of the earnings, income or cash flow or any other premium or valuation methodology, except, (A) in the case of clause (ii), to the extent such damages or Losses are found to be (x) not based on any special circumstances of the party entitled to indemnification, and (y) are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of Action through which such damages are sought, or (B) in the case of clauses (i) and (ii), to the extent such Losses or damages are awarded and paid with respect to a Third Party Claim as to which a party is entitled to seek indemnification under this Agreement. Notwithstanding anything to the contrary and for the avoidance of doubt, any Taxes arising or resulting from an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent such Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of the Seller or the Companies (other than covenants to be performed by the Companies after the Closing unless performed at the direction and control of the Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any other document contemplated hereby shall be deemed direct damages and not consequential, special, or punitive damages for purposes of indemnification pursuant to Section 9.02(d). (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties of Seller, Parent and Purchaser contained in this Agreement shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, including, but not limited to, any investigations made (or not made) by any of Purchaser’s or Seller’s, as applicable, respective Representatives, or by reason of the fact that Purchaser or Seller, as applicable, or any of its Representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Seller and Purchaser hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, and regardless of the results of any such investigation, Purchaser and Seller have entered into this Agreement in express reliance upon the representations and warranties of the other and the Company made herein. Seller and Purchaser further acknowledge that, in connection with this Agreement, each has furnished to the other good and sufficient consideration in exchange for the representations and warranties made herein. (d) Except with respect to the representations and warranties set forth in Section 3.04 (No Conflict), Section 3.07 (Financial Information), Section 3.08 (Absence of Certain Changes), Section 3.13(a) (Employee Benefits Matters), Section 3.15(a)(iii) and (ix) (Material Contracts), Section 3.21 (Assets of the Business), Section 3.22 (Related Party Transactions) Section 4.11 (SEC Filings; Financial Statements) and Section 4.13 (Absence of Certain Changes), for purposes of (i) determining whether there has been a breach of any representation or warranty, and (ii) calculating Losses hereunder, any “materiality” or “Material Adverse Effect” or “Purchaser MAE” qualifier in any representation or warranty made by Seller, Purchaser or Parent, as applicable, shall be disregarded. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be liable for any claim for indemnification for any Loss or Tax to the extent such Loss or Tax is included in the Closing Net Working Capital Amount or the Final Retained Liabilities Amount or otherwise deducted from the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.22.02, with respect or otherwise paid pursuant to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationthe TBA.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2, the contrary contained in this Agreement: (i) an Indemnified Indemnifying Party shall not be entitled liable for any claim for indemnification pursuant to indemnification Section 9.02(a), Section 9.02(f), Section 9.02(g), Section 9.02(h), or Section 9.03(a), as applicable, unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (Indemnifying Party exceeds an amount equal to $250,000) 500,000 (the “ThresholdBasket Amount”), whereupon after which the Indemnifying Party shall be liable only for indemnifiable Losses in excess of the Basket Amount, (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a), Section 9.02(f) or Section 9.03(a) shall be an amount equal to $25,000,000, and (iii) Seller shall not be required to indemnify the Indemnified Party any Person under this Article 9 Agreement or be liable to any Person under this Agreement under any theory of recovery whatsoever for all Losses incurred to in the first dollaraggregate exceeding the cash Purchase Price; provided, however, that such Threshold the limitations set forth in clauses (i) and (ii) of this Section 9.04(a) shall not apply to any (A) claims arising under out of breaches of the Fundamental Representations, (B) claims pursuant to Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b9.02(c), (dC) or (fclaims pursuant to Sections 9.02(d) and 9.02(e), or based on fraud(D) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, willful misconduct and the limitations set forth in clause (ii) shall not apply to claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the extent such Excluded Taxes are Taxes of Seller or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insuranceits Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes. (b) The maximum aggregate liability of Seller Notwithstanding anything in this Agreement to indemnify the Buyer Indemnified Parties contrary, no Indemnifying Party shall have any Liability (including under this Article 9 IX) for, and Losses shall be Twenty Five Percent deemed to exclude, (25%i) any punitive damages, and (ii) any consequential or special damages, loss of profits, diminution in value, or damages based on any multiplier of the earnings, income or cash flow or any other premium or valuation methodology, except, (A) in the case of clause (ii), to the extent such damages or Losses are found to be (x) not based on any special circumstances of the party entitled to indemnification, and (y) are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of Action through which such damages are sought, or (B) in the case of clauses (i) and (ii), to the extent such Losses or damages are awarded and paid with respect to a Third Party Claim as to which a party is entitled to seek indemnification under this Agreement. Notwithstanding anything to the contrary and for the avoidance of doubt, any Taxes arising or resulting from an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent such Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of the Seller or the Companies (other than covenants to be performed by the Companies after the Closing unless performed at the direction and control of the Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any other document contemplated hereby shall be deemed direct damages and not consequential, special, or punitive damages for purposes of indemnification pursuant to Section 9.02(d). (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties of Seller, Parent and Purchaser contained in this Agreement shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, including, but not limited to, any investigations made (or not made) by any of Purchaser’s or Seller’s, as applicable, respective Representatives, or by reason of the fact that Purchaser or Seller, as applicable, or any of its Representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Seller and Purchaser hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, and regardless of the results of any such investigation, Purchaser and Seller have entered into this Agreement in express reliance upon the representations and warranties of the other and the Company made herein. Seller and Purchaser further acknowledge that, in connection with this Agreement, each has furnished to the other good and sufficient consideration in exchange for the representations and warranties made herein. (d) Except with respect to the representations and warranties set forth in Section 3.04 (No Conflict), Section 3.07 (Financial Information), Section 3.08 (Absence of Certain Changes), Section 3.13(a) (Employee Benefits Matters), Section 3.15(a)(iii) and (ix) (Material Contracts), Section 3.21 (Assets of the Business), Section 3.22 (Related Party Transactions) Section 4.11 (SEC Filings; Financial Statements) and Section 4.13 (Absence of Certain Changes), for purposes of (i) determining whether there has been a breach of any representation or warranty, and (ii) calculating Losses hereunder, any “materiality” or “Material Adverse Effect” or “Purchaser MAE” qualifier in any representation or warranty made by Seller, Purchaser or Parent, as applicable, shall be disregarded. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be liable for any claim for indemnification for any Loss or Tax to the extent such Loss or Tax is included in the Closing Net Working Capital Amount or the Final Retained Liabilities Amount or otherwise deducted from the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation2.02.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement but subject to the proviso in this sentence: (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party the Seller shall not be entitled liable for any claim for indemnification pursuant to indemnification this Article VIII, unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars Seller pursuant to this Article VIII, equals or exceeds the Basket, in which case all Losses incurred will be subject to indemnification hereunder, including the amount of the Basket, and ($250,000b) (the “Threshold”), whereupon maximum aggregate liability of the Indemnifying Party shall be liable to indemnify the Indemnified Party Seller under this Article 9 for all Losses incurred VIII shall not exceed an amount equal to the first dollarAdjusted Purchase Price; provided, however, that (w) the maximum aggregate liability of the Seller with respect to breaches of the representations and warranties set forth in Section 3.15(b) shall not exceed $10,000,000, and any such Threshold liability of the Seller with respect to breaches of representations and warranties set forth in Section 3.15(b) shall be counted toward the maximum aggregate liability limit under clause (b), (x) the foregoing limits on indemnity in clauses (a) and (b) shall not apply in the event of fraud, intentional misrepresentation or intentional breach, (y) the foregoing limits on indemnity in clauses (a) and (b) shall not apply to any claims arising Seller’s indemnification obligations under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b8.2(f), 3.5, 3.9 and 3.13, (z) indemnification obligations under Section 8.2(f) shall not be counted in determining whether the Basket or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery the maximum aggregate liability limit under this Article 9 for any amounts that are paid by insurance. clause (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentationhas been reached.

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified An Indemnifying Party shall not be entitled directly liable for any claim for indemnification pursuant to indemnification Section 8.2 or Section 8.3, as the case may be, unless and until the aggregate amount of indemnifiable Losses suffered by which may be recovered from the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (Indemnifying Party equals or exceeds the “Threshold”)Deductible, whereupon in which case the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all such Losses incurred to in excess of the first dollarDeductible; provided, however, that such Threshold the foregoing shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of Losses related to any of its the representations and warranties set forth in Sections 3.4(b)3.1, 3.4, 3.5, 3.9 3.19, 3.29, 4.1 and 3.134.4 (collectively, the “Core Representations”) or the matters set forth in Sections 9.1(b8.2(ii), (d) or (f8.2(iii), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance8.2(iv) and 8.2(v). (b) The maximum aggregate liability amount of Seller indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of causes set forth in Section 8.2 or Section 8.3, as the Purchase Price (the “Cap”); providedcase may be, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase PriceCap Amount; provided, as adjusted pursuant however, that the foregoing shall not apply to the Core Representations or the matters set forth in Sections 8.2(ii), 8.2(iii), 8.2(iv) and 8.2(v). (c) The maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in set forth in Section 2.2, 8.2 or Section 8.3 with respect to any claims arising under Section 9.1(a) that are a result of a breach particular claim asserted hereunder shall be reduced by Seller the amount of any representations net cash proceeds actually received by the applicable Indemnified Parties as proceeds of insurance policies payable with respect to such Losses. Such proceeds shall be computed to be net of all costs related thereto, including without limitation the present value of any premium adjustments and reasonable attorneys’ fees and expenses incurred in Sections 3.4(bconnection therewith. (d) The indemnification provided in this Article VIII and in Article VI shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein. The Purchaser expressly waives, releases and agrees not to make any claim against the Sellers, except for indemnification claims made pursuant to this Article VIII or 3.5Article VI, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims arising under Section 9.1(f) and any claims based on fraudfor breach of contract, willful misconduct failure of disclosure, tortious wrong or intentional misrepresentationviolation of securities laws).

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2the contrary contained in Article X, an Indemnified Party the Sellers shall not be entitled required to indemnification until indemnify, defend or hold harmless the Purchasers against or reimburse the Purchasers for any Loss pursuant to Section 10.02, unless (i) the Purchasers have notified the Sellers in writing in accordance with Section 10.05 within the applicable survival period, if any, set forth in Section 10.01, and (ii) the aggregate of all of the Purchasers' Losses suffered by under Section 10.02 exceeds $3 million (in which event the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party Sellers shall be liable to indemnify only for the Indemnified Party under this Article 9 for all excess of such Losses incurred to the first dollarover $3 million); provided, however, that in no event shall the aggregate liability of the Sellers under this Agreement and the Ancillary Agreements exceed an amount equal to $137.5 million. (b) Notwithstanding anything to the contrary contained in Article X, the Sellers shall not be required to indemnify, defend or hold harmless the Purchasers against or reimburse the Purchasers for any Losses pursuant to Section 10.02(i) in connection with any failure by the Sellers to perform any of their covenants or agreements under Section 5.01 and Section 5.02(a), if any such Threshold claim or demand otherwise was raised in the Dispute Notice (whether or not accepted) in connection with the Purchase Price adjustment procedures set forth in Section 2.10. (c) Notwithstanding the foregoing, the limits on indemnification contained in this Section 10.04 shall not apply to any claims Losses arising under Section 9.1(afrom (i) that are a result misrepresentation or breach of warranty by the Sellers contained in Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.22 and 3.23, (ii) a breach of covenant or agreement by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) the Sellers under this Agreement or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insuranceiii) the Excluded Liabilities. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or (other than Section 9.29.1(d) and (e)), an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties Party exceed Two Hundred Fifty Thousand Dollars ($250,000) 500,000.00 (the “Threshold”"THRESHOLD"), whereupon the Indemnifying Party Merced shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller Sellers of any of its representations in Sections Section 3.4(b) (regarding no undisclosed debt), 3.5, 3.9 and 3.13, Section 3.5 (regarding ownership of Membership or Sections 9.1(bFBO Interests), Section 3.9 (dregarding Taxes) or and Section 3.14 (fregarding employee benefit plans), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) For purposes of this Article 9, in computing individual or aggregate amount of claims, the amount of any insurance proceeds and any indemnity, contribution or similar payment actually received by the Indemnified Party from any third party with respect thereof, shall be deducted from each such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue all of its remedies against applicable insurers, indemnitors and contributors. (c) The maximum aggregate liability of Seller Merced to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price $7,500,000.00 (the “Cap”"CAP"); provided, however, that, the Cap shall not apply to, and Seller’s Merced's maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller Sellers of any representations in Sections 3.1, 3.2, 3.3, 3.4(b), 3.5, 3.8(d) or 3.53.9, any claims arising under Section 9.1(f) 9.1(d), and any claims based on fraud, willful misconduct or intentional misrepresentation. (d) Prior to a Qualified IPO, the maximum aggregate liability of Buyer to indemnify the Seller Indemnified Parties under this Article 9 shall be $53,350,000. Immediately upon and thereafter there shall be no limit on Buyer's maximum aggregate liability to indemnify the Seller Indemnified Parties under this Article 9. (e) Notwithstanding anything to the contrary in this Section 9.4, in no event shall the aggregate liability of Sellers under this Agreement and in connection with the transactions contemplated hereby exceed a total amount equal to the Purchase Price. (f) This Article 9 shall be the sole and exclusive remedy of Sellers and Buyer for breaches of representations, warranties, covenants and obligations under this Agreement, except as otherwise specifically provided herein. For purposes of calculating the magnitude of any Loss incurred by a Party arising out of or resulting from any breach of a representation, warranty, covenant or agreement by another Party, any references to materiality qualifications shall not be taken into account; provided, however, Losses that are associated with events or occurrences that do not individually breach such representation, warranty, covenant or agreement (when read to include such materiality qualifications), shall not be included in the calculation of such Losses.

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified An Indemnifying Party shall not be entitled liable to indemnification the Indemnified Parties for any Losses pursuant to Section 9.02(i) or Section 9.03(i) until the aggregate amount of such Losses suffered incurred by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable exceeds an amount equal to indemnify the Indemnified Party under this Article 9 for all Losses incurred to the first dollar; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) 1.5% of the Purchase Price (the “Deductible Amount”), and then only for any Losses in excess of the Deductible Amount up to an aggregate maximum amount equal to 35% of the Purchase Price (the “Indemnity Cap”); provided, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal notwithstanding anything to the Purchase Price, as adjusted pursuant to Section 2.2contrary contained herein, with respect to any claims arising under individual Loss or group of related Losses covered by the matters contained in Section 9.1(a9.02(i) that are a result or Section 9.03(i), no such Losses shall be recoverable by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, or shall otherwise count towards the Deductible Amount unless the amount thereof exceeds $25,000 (the “Per Claim Exclusion Amount”). (b) Notwithstanding Section 9.04(a) above, subject to the other provisions of this Article IX, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties, without application of the Deductible Amount, the Indemnity Cap or the Per Claim Exclusion Amount, for any Losses to the extent resulting from or related to: (i) any breach of a breach by Seller representation or warranty in Sections 3.03, 3.16(g), 3.16(j) and 3.20, and (ii) (A) the break-in at the Flushing branch and related theft of the contents of safety deposit boxes, including any Losses resulting from any litigation or settlement of litigation arising in connection therewith; provided, however, that the Litigation Control Procedures shall apply in respect of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f) and any claims based on fraud, willful misconduct or intentional misrepresentation.such litigation;

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred to in excess of the first dollarThreshold; provided, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller the Sellers of any of its their representations in Sections 3.3, 3.4(b), 3.5, 3.9 3.5 and 3.133.9, or Sections 9.1(b), (dc) or (fe), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller 1 to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent thirty percent (2530%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and SellerSeller 1’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller the Sellers of any representations in Sections 3.4(b) or 3.5, any claims arising under Section 9.1(f9.1(e) and any claims based on fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) With respect no amount shall be payable by Seller or the Shareholders pursuant to Section 7.2(a)(i) or (v) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 7.2(a)(i) exceeds $505,000, and then only for the amount by which such Damages exceed such threshold amount; provided that this limitation shall not apply to any claims arising breaches of any of the Seller Fundamental Representations or to any claim for indemnification under Section 9.1 5.3, and provided further, that the limitation in this Section 7.3(a) shall not apply in the event of fraud, intentional misrepresentation or willful misconduct; (b) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 9.27.2(a)(i) shall be an amount equal to $6,060,000 less the aggregate amount of Damages, if any, recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 7.2(a)(v) as such amount itself is limited by this Section 7.3(b), inclusive of legal fees and costs of defense incurred by Seller or the Shareholders in performing their obligations under Section 7.2(a)(i), provided that this limitation shall not apply to any breaches of any of the Seller Fundamental Representations, which breaches shall be indemnified against in their entirety up to an amount not to exceed the sum of (i) the Purchase Price (as adjusted) plus (ii) all amounts paid pursuant to Section 6.4, or to any claim for indemnification under Section 5.3; and provided further, that the maximum aggregate cost of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 7.2(a)(v) shall be an amount equal to $1,250,000, and provided further, that the limitations in this Section 7.3(b) shall not apply in the event of fraud, intentional misrepresentation or willful misconduct; (c) the amount of any Damages for which any Buyer Indemnified Party is entitled to indemnification hereunder shall be reduced by any net amount of insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually received by such Buyer Indemnified Party (it being agreed that, promptly after the receipt of any such amount that reduces Damages pursuant hereto, Buyer shall cause such Buyer Indemnified Party to reimburse Seller or the Shareholders, as applicable, for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the receipt of such amount). Nothing herein, including, without limitation, the anticipated future receipt of any such amount reducing Damages, shall limit Seller’s and the Shareholders’ obligation to promptly pay any indemnification amounts due hereunder; (d) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (e) if Seller or the Shareholders can establish that the Buyer breached its representation in Section 4.7 with respect to a specific breach of a representation or warranty in ARTICLE III for which a Buyer Indemnified Party is seeking indemnification until under Section 7.2(a)(i), then neither the aggregate Losses suffered Seller nor either of the Shareholders shall have any liability for any Damages resulting from such specific breach; (f) in determining the amount of indemnification due under Section 5.3(a) or Section 7.2, all payments shall be reduced by any Tax benefit actually and currently realized by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (Party on account of the “Threshold”)underlying claim with respect to the taxable period in which such underlying claim occurred. In computing the amount of any such Tax benefits, whereupon the Indemnifying Indemnified Party shall be liable deemed to indemnify recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the receipt or accrual of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages for which indemnification is provided under this Agreement. For purposes of this Agreement, the Indemnified Party under this Article 9 for all Losses incurred shall be deemed to have “actually realized” a net Tax benefit in any taxable year to the first dollarextent that, during such taxable year, the amount of Taxes payable by the Indemnified Party for such taxable year is reduced below the amount of Taxes that the Indemnified Party would have been required to pay but for the incurrence or payment of such indemnified Damages; (g) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves that are specifically identified with respect thereto to the extent such allowances or reserves have been treated as a Working Capital Liability (or have otherwise reduced the amount of Working Capital Assets) in the Final Closing Statement that has become final and binding pursuant to Section 2.3; (h) Buyer acknowledges and agrees that the representations and warranties set forth in Section 3.18 shall not provide the basis for any claim for indemnification under Section 5.3 or Section 7.2(a) for Taxes with respect to any period that is not a Pre-Closing Tax Period; provided, however, that such Threshold shall not apply to any claims arising under this Section 9.1(a7.3(h) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and shall in no way limit, Seller’s maximum aggregate liability to indemnify and the Buyer Shareholders’ indemnification obligations for any breach of Seller’s representations and warranties in Section 3.18(g); and (i) if an Indemnified Parties Party recovers Damages from an Indemnifying Party under this Article 9 Section 7.2, the Indemnifying Party shall be an amount equal subrogated, to the Purchase Priceextent of such recovery, as adjusted pursuant to Section 2.2the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to any claims arising under Section 9.1(a) that are a result of a breach by Seller such recovered Damages, subject to the subrogation rights of any representations in Sections 3.4(b) or 3.5, any claims arising insurer providing insurance coverage under Section 9.1(f) one of the Indemnified Party’s policies and any claims based on fraud, willful misconduct or intentional misrepresentationexcept to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy.

Limits on Indemnification. (a) With respect Notwithstanding anything to any claims arising under Section 9.1 or Section 9.2, the contrary contained in this Agreement: (a) an Indemnified Indemnifying Party shall not be entitled liable for any claim for indemnification pursuant to indemnification Section 9.2(a) or Section 9.4(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon which may be recovered from the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 IX equals or exceeds $50,000, and then only for all the amount by which such Losses incurred to the first dollar; providedexceed $50,000, however, that such Threshold shall not apply to any claims arising under Section 9.1(a) that are a result of a breach by Seller of any of its representations in Sections 3.4(b), 3.5, 3.9 and 3.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The the maximum aggregate liability amount of Seller indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to indemnify Section 9.2(a) or Section 9.4(a), as the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the Purchase Price (the “Cap”); providedcase may be, however, that, the Cap shall not apply to, and Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to 15% of the Purchase Price, Price as adjusted pursuant finally determined and (c) the Sellers shall not be obligated to Section 2.2, indemnify the Buyer or any other Person with respect to any claims Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, that the foregoing clauses (a) and (b) shall not apply to Losses arising under Section 9.1(a) that are a result out of a or relating to the inaccuracy or breach by Seller of any representations in Sections 3.4(b) Fundamental Representation or 3.5of Section 3.10 (Employee Benefit Plans), Section 3.17 (Taxes), or Section 3.18 (Environmental Matters), or to any claims arising under Section 9.1(f) and any claims based on claim relating to fraud, willful misconduct or intentional misrepresentation. (b) For all purposes of this Article IX, any inaccuracy in or breach of any representation or warranty, as well as the amount of any Losses with respect thereto, shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty. (c) For the sake of clarity, Buyer may only receive indemnification collectively from the Sellers up to the amount of the Losses, even if the Sellers are providing joint and several indemnification.

Limits on Indemnification. (a) With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party Notwithstanding the foregoing provisions of this Article VIII: (i) Seller shall not be entitled responsible, pursuant to indemnification until Section 8.01(a) or (b), for any indemnifiable Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation, warranty or covenant or agreement of Seller herein unless a claim therefor is asserted in writing within the applicable time period specified in Section 8.04(b), failing which such claim shall be waived and extinguished; (ii) Seller shall not be liable, pursuant to Section 8.01(a), for (x) any Losses suffered by any Purchaser Indemnitee unless the aggregate of all Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars (Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to $250,000) (the “Threshold”)5,687,500, whereupon the Indemnifying Party shall be liable to indemnify the Indemnified Party under this Article 9 for all Losses incurred and then only to the first dollarextent of any such excess or (y) any individual items or series of related items where the Loss relating thereto is less than $25,000 and such items shall not be aggregated for purposes of the immediately preceding clause (x); provided, however, that such Threshold the foregoing limitations shall not apply to Losses arising or resulting from (i) any claims arising under Section 9.1(a) that are a result breach of a breach by Seller of any of its the representations or warranties made in Sections 3.4(b)3.01, 3.53.02, 3.9 and 3.133.05, 3.06(a) or Sections 9.1(b)3.20 or (ii) fraud on the part of Seller; (iii) the aggregate liability of Seller hereunder, (dpursuant to Section 8.01(a) or (fb), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $81,250,000; provided, however, that the foregoing limitation shall not apply to Losses arising or based resulting from (i) any breach of the representations or warranties made in Sections 3.01, 3.02, 3.05, 3.06(a) or 3.20 or (ii) fraud on fraud, willful misconduct or intentional misrepresentation. No Party the part of Seller; (iv) neither party hereto shall be entitled liable to recovery under this Article 9 the other for indirect, special, consequential or punitive damages claimed by such other party (other than those paid or payable to third parties) resulting from such first party’s breach of its representations, warranties or covenants hereunder; (v) in no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any amounts other person with respect to any matter to the extent that are paid by insurancesuch matter was taken into account in the calculation of the adjustment to the Closing Date Payment, if any, pursuant to Section 2.03(c); and (vi) the aggregate liability of Seller pursuant to Sections 8.01(a) and (b) shall in no event exceed $325,000,000. (b) The maximum aggregate liability No action or claim for Losses under Section 8.01(a) or 8.02(a) arising out of Seller to indemnify the Buyer Indemnified Parties under this Article 9 or resulting from a breach of representations and warranties described therein shall be Twenty Five Percent (25%) brought or made after the expiration of the Purchase Price 18-month anniversary of the Closing Date (the “CapGeneral Survival Period”); provided, however, that, that the Cap foregoing time limitations shall not apply to: (i) any of the representations and warranties contained in Sections 3.01, 3.02, 3.05, 3.06(a) or 3.20, 4.01, 4.02, 4.05 or 4.06, and claims of, or causes of action arising from, Seller’s maximum aggregate or Purchaser’s fraud, as applicable, each of which shall survive indefinitely; or (ii) the representations and warranties contained in Section 3.09, which shall survive until the 60th day following expiration of the applicable statute of limitation (taking into account any tolling periods and other extensions) so long as such period is longer than the General Survival Period. Actions or claims for Losses under Section 8.01(b) arising out of or resulting from a breach of covenants or agreements shall terminate when the applicable covenant or agreement terminates pursuant to its terms if such a termination is so provided or, if no such termination is so provided, shall not terminate. (c) Purchaser acknowledges and agrees that, (i) other than the representations and warranties of Seller specifically contained in this Agreement and in the Ancillary Agreements, none of Seller, any of its affiliates or any other person has made any representation or warranty either expressed or implied (A) with respect to the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or the Ancillary Agreements or (B) as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or by the Ancillary Agreements furnished or made available to Purchaser and its representatives and (ii) Purchaser shall have no claim or right to indemnification pursuant to this Article VIII and none of Seller, any of the Seller Affiliates or any other person shall have or be subject to any liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to the Purchase Price, as adjusted pursuant to Section 2.2, Purchaser or any other person with respect to any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Information Memorandum dated August 2011 prepared by Deloitte Corporate Finance LLC and any information, documents or material made available to Purchaser and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements (it being understood that this clause (ii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in this Agreement and the Ancillary Agreements). Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and the Ancillary Agreements, Seller does not make any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. Purchaser acknowledges and agrees that it shall obtain rights in the Transferred Assets in their present condition and state of repair, “as is” and “where is”. (d) Each of Purchaser and Seller acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated by this Agreement (other than (i) a claim for payment due pursuant to Section 2.03(c), (ii) claims of, or causes of action arising from, fraud, or (iii) causes of action arising from the Ancillary Agreements or Article XI hereof) shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, (i) Purchaser hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than (A) a claim for payment due pursuant to Section 2.03(c), (B) claims of, or causes of action arising from, fraud, or (C) causes of action arising from the Ancillary Agreements) Purchaser or any other Purchaser Indemnitee may have against Seller or any of the Seller Affiliates or any of their respective directors, officers and employees arising under Section 9.1(aor based upon any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII) that are a result of a breach by and (ii) Seller of any representations in Sections 3.4(b) or 3.5hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than (A) a claim for payment due pursuant to Section 2.03(c), (B) claims of, or causes of action arising from, fraud, and (C) causes of action arising from the Ancillary Agreements or Article XI hereof) Seller or any other Seller Indemnitee may have against Purchaser or any of its affiliates or any of their respective directors, officers and employees arising under Section 9.1(f) and or based upon any claims based on fraudFederal, willful misconduct state, provincial, local or intentional misrepresentationforeign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII).