Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Sellers shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 12.1(a) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $175,000.00 600,000 (the “"Basket Amount”) "), in which case Seller the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of $175,000.00the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of Seller the Sellers to provide indemnification for all Losses pursuant to Section 11.1 12.1(a), (b), (c) and (d) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Closing Date shall be limited to an aggregate amount equal to the Purchase Price$36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the Basket Amount and such liability cap will limitations contained in this Section 12.4(a) shall not apply with respect to any (i) the obligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of Seller’s the representations and warranties set forth of the Sellers or the Company contained in Sections 4.1, 4.2, 4.3, 4.8, 4.5 and 4.144.12. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 12.2(a) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer shall be liable to Seller the Sellers only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 12.2(a) and (b) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by Buyer prior to the Closing Date shall be limited to the an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will limitations contained in this Section 12.4(b) shall not apply with to the obligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights to indemnification in respect to any breach thereof, shall survive the Closing and continue in effect until the second anniversary of Buyer’s the Closing Date; provided that (i) the representations and warranties set forth in Sections 5.14.2, 5.24.5, 5.34.13 and 5.2 shall survive indefinitely and without limitation, 5.5 (ii) the representations and 5.7. (c) Seller warranties set forth in Section 4.12 shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail survive until the specific nature and basis expiration of the Losses statute of limitations applicable to the matters covered thereby and (iii) all Environmental Representations shall survive until the estimated amount earlier of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third fifth anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail Date or the specific nature and basis expiration of the Losses statute of limitations applicable to the matters covered thereby. Notwithstanding the foregoing, in the event that a Change of Control of the Company occurs at any time after the Closing, all Environmental Representations, and rights to indemnification in respect thereof, shall terminate and cease to be of any further force or effect on the estimated amount later of (i) the date of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on Change of Control and (ii) the third anniversary of the Closing Date. (d) For purposes Other than in respect of determining Losses in order to calculate Claims based upon actual fraud, the Basket Amount and determine rights to indemnification under provisions of this Article XI, XII shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations and warranties set forth that survive the Closing and in Articles IV and V shall be read without giving effect to respect of any Materiality Requirement set forth therein. As used inaccuracy or omission in this Agreementany certificate, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (documents or other words information furnished to Buyer in connection with this Agreement or phrases the transactions contemplated hereby and for any breaches of similar effect or impact) in order for such condition, event or state of facts covenants and agreements under this Agreement occurring prior to cause such representation or warranty to be inaccuratethe Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $175,000.00 (the “Basket Amount”) 1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.001,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 11.1 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to an amount equal to $9,400,000 in the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, Amount in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7aggregate. (c) The representations and warranties of TPC and Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail on the specific nature one hand, and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas timeBuyer, on the third other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date. Buyer ; provided, however, that (i) the representations contained in Section 4.14 shall not have any obligation to provide indemnification hereunder last for any Losses unless a written notice of claim specifying six years, (ii) the representations contained in reasonable detail Section 4.17 and Section 4.18 shall continue until the specific nature and basis expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (dii) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations contained in Sections 4.2 and warranties set forth in Articles IV and V 4.3 shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratesurvive indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 100,000 (the “Basket Amount”) ), in which case Seller shall be liable to Buyer Parties only for such Losses in excess of $175,000.00100,000. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price; provided, however, that the maximum obligation of Seller to provide indemnification with respect to amounts payable under Section 6.3(b)(vi) (including any such amounts paid from the Holdback Amount) shall be limited to an amount equal to US$1,000,000. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.9, 4.11, 4.13, 4.16, 4.18 and 4.144.19, the breach of any representations and warranties caused by fraud or Seller’s intentional misconduct, any Losses related to the Legal Proceedings set forth in Schedule 4.7, amounts for which the Buyer Parties are indemnified pursuant to Sections 6.3(b)(vi)(A) or amounts which the Seller is obligated to pay pursuant to Section 6.3(g)(ii). (b) Buyer Parties shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer Parties shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer Parties to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s Buyer Parties’ representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller at any time prior to 5:00 p.m., HoustonEl Segundo, Texas California time, on the third anniversary last day of the Closing Dateapplicable survival period set forth with respect to such claim under Section 11.5. Buyer Parties shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer Parties at any time prior to 5:00 p.m., HoustonEl Segundo, Texas California time, on the third anniversary last day of the Closing Dateapplicable survival period set forth with respect to such claim under Section 11.5. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse EffectChange” or “Material Change,” or be or not be “reasonably expected to have a Material Adverse EffectChange” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything 9.5.1 The total liability of any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) for Damages with respect to which they shall have an indemnification obligation under Section 9.2 shall be satisfied out of and limited to the contrary contained Indemnification Escrow Amount; provided, however, notwithstanding anything in this Agreement: Agreement to the contrary, with respect to (a) Seller Damages for which any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) has an indemnification obligation arising out of (i) a breach of a representation set forth in Section 3.1.1(c) or (ii) Section 6.19 (the "Stockholder Claim Damages"), and (b) Damages arising from fraud, deliberate or willful breach of this Agreement, or the breach of any representations and warranties arising from reckless or intentional misstatements or omissions, or the gross negligence of the Company or the Principal Stockholders, subject to Section 9.5.2, the total liability of the Principal Stockholders for Damages shall not be limited to the Indemnification Escrow Amount. 9.5.2 Any amounts payable from the Indemnification Escrow Amount shall be deemed to be joint and several liabilities of the Company Stockholders. Any amounts payable in excess of the Indemnification Escrow Amount pursuant to Section 9.5.1 shall be several and not joint liabilities of the Principal Stockholders. In no event shall any liability for indemnification for any Company Stockholder exceed the pro rata portion of the Merger Consideration payable to such Person hereunder. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder shall have any obligation to provide indemnification for Losses indemnify Parent and the Surviving Corporation pursuant to the provisions of Section 11.1 except 9.2 (i) with respect to the extent that any claim or series of related claims unless and until the aggregate amount of all Damages suffered or incurred in connection with such Losses claim or series of related claims exceeds Fifty Thousand Dollars ($175,000.00 50,000) (it being understood that, subject to subsection (ii) below, all such Damages, including the “Basket Amount”) in which case Seller first Dollar thereof shall be liable subject to Buyer indemnification if such threshold is exceeded) and (ii) unless and until the aggregate of all Damages suffered or incurred by Parent which would otherwise be subject to indemnification hereunder exceeds One Million Dollars ($1,000,000) (it being understood that in the event such threshold is exceeded, only for such Losses Damages in excess of Five Hundred Thousand Dollars ($175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 500,000) shall be limited subject to an amount equal to indemnification); provided, that the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will foregoing limitations shall not apply with respect to any breach (y) claims brought pursuant to the provisions of Seller’s representations Section 9.2(c) and warranties (z) to claims regarding Stockholder Claim Damages. For the avoidance of doubt, adjustments to the Merger Consideration under Section 3.2.4 shall not constitute Damages for purposes of this Article IX and shall not be limited by the monetary baskets set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14herein. (b) Buyer shall not have any obligation to provide indemnification 9.5.3 Solely for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order Damages pursuant to calculate the Basket Amount this Article IX (and determine rights not a Party's right to indemnification under this Article XIhereunder), the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, an event or state of fact be “material,” correct material or true result in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for , which is a condition to such condition, event or state fact constituting an inaccuracy or breach of facts to cause such representation or warranty, shall be disregarded for purposes of determining Damages and any and all Damages arising out of the inaccuracy or breach of such representation or warranty shall be taken into account for purposes of determining the rights of the Parties to indemnification pursuant to this Article IX, but if Damages arise from breaches of more than one representation or warranty, only the highest amount of Damages from all such breaches shall be inaccurateincluded in determining Damages. 9.5.4 Notwithstanding anything contained in this Agreement to the contrary, Parent and the Surviving Corporation shall not be entitled to any indemnification pursuant to the provisions of this Article IX relating to any facts or circumstances with respect to which Parent was in breach under Section 5.10 of this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Parent and Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 arising out of or related to breaches of representations and warranties except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $175,000.00 450,000 (the “"Basket Amount”) "), in which case Seller Parent and Seller shall be liable to the Buyer Group only for such Losses in excess of $175,000.00the Basket Amount; provided, however that for purposes of determining the amount of any Losses or whether any party to this Agreement is obligated to provide indemnification against any Losses hereunder, the representations and warranties of the parties contained in this Agreement shall be construed as if they were not qualified by any reference to materiality or the existence or absence of any Material Adverse Effect (other than the references contained in Sections 4.6, 4.16 and 4.22 and any defined terms used in such provisions), it being understood that all representations and warranties of the parties shall in any event be deemed qualified by any reference to materiality that is used as a means of specifying list of Contracts, instruments, obligations or other items required to be set forth in a Schedule to this Agreement. The maximum obligation of Seller Parent and Seller to provide indemnification for all Losses pursuant to Section 11.1 arising out of or related to breaches of representations and warranties shall be limited to an aggregate amount equal to 25% of the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer Parent and Buyers shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 arising out of or related to breaches of representations and warranties except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer Parent and Buyers shall be liable to the Seller Group only for such Losses in excess of the Basket Amount. Buyer Parent and Buyers shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer Parent or Buyers. The maximum obligation of Buyer Parent and Buyers to provide indemnification for Losses pursuant to Section 11.2 arising out of or related to breaches of representations and warranties shall be limited to the an aggregate amount equal to 25% of the Purchase Price. Notwithstanding . (c) The representations and warranties of Seller Parent and Seller on the foregoingone hand and Buyer or Buyer Parent on the other contained in this Agreement, and rights to indemnification in respect thereof, shall survive the Basket Amount Closing and such liability cap will not apply with respect continue in effect (i) in the case of all representations and warranties other than those set forth in Sections 4.2, 4.3(a) (solely as to any breach clause (ii) thereof) or (b) (solely as to clause (ii) thereof) and 4.10, until eighteen months after the Closing Date, (ii) in the case of Buyer’s the representations and warranties set forth in Section 4.10, until the second anniversary of the Closing Date and (iii) in the case of all representations and warranties set forth in Sections 5.14.2, 5.24.3(b) and 12.2(a), 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail until the specific nature and basis expiration of the Losses statute of limitations applicable to the matters covered by such representations and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datewarranties. (d) For purposes From and after the Closing, the indemnification provisions of determining this Article XI shall be the sole and exclusive remedy for any Losses or Claims for which the indemnity is given and (to the fullest extent permitted by law) in order respect of any inaccuracy or omission in any documents or other information furnished to calculate Buyer or Buyer Parent in connection with this Agreement or the Basket Amount transactions contemplated hereby and determine rights to indemnification for any breaches of covenants and agreements under this Article XI, Agreement occurring prior to the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateClosing.

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) With respect to claims and liability of the Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this Section 6.04(a)(ii) shall first be satisfied from the Indemnity Shares. The Company Stockholders will be liable, if at all, on a several (and not joint) basis in accordance with their respective Pro Rata Share (as set forth in the Payment Spreadsheet). (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to [***]. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of [***]. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller herein, the Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to under Section 11.1 6.02(a) through Section 6.02(h) (except to the extent that for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of any Company Fundamental Representation) unless and until the aggregate amount of all indemnifiable Losses underlying such Losses claims equals or exceeds $175,000.00 a dollar amount equal to USD$[***] (the “Basket AmountDeductible”) in which case Seller ), and then the Parent Indemnified Parties shall be liable entitled to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket AmountDeductible subject to the limitation provided for in Section 6.04(a). The maximum obligation Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of Buyer any Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds the Deductible, and then the Company Indemnified Parties shall be entitled to provide indemnification for the amount of all such Losses pursuant to Section 11.2 shall be limited in excess of the Deductible subject to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth limitation provided for in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSection 6.04(b). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVI, the representations and warranties set forth in Articles IV of the Company and V the Company Stockholders shall not be read without giving effect deemed qualified by any references to any Materiality Requirement set forth therein. As used in this Agreementmateriality, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Company Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (Effect or other words similar qualification contained in or phrases of similar effect or impact) in order for such condition, event or state of facts otherwise applicable to cause such representation or warranty to be inaccuratewarranty.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller With respect to breaches or inaccuracies of representations and warranties of the Shareholders other than breaches or inaccuracies of the Shareholders’ Fundamental Representations, the Shareholders shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to indemnify Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply Indemnitees with respect to any breach Buyer Indemnifiable Losses arising under Section 6.2(a)(i) to the extent such Buyer Indemnifiable Losses exceed, in the aggregate, $4,000,000. With respect to breaches or inaccuracies of Seller’s the representations and warranties of the Shareholders set forth in Sections 4.1Section 2.15(a) and (b) (Intellectual Property) and Section 2.22 (Environmental Matters) or indemnification arising under Section 6.2(a)(iii), 4.2the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(a)(iii) to the extent such Buyer Indemnifiable Losses exceed, 4.3in the aggregate, 4.8$10,000,000. With respect to indemnification arising under Section 6.2(a)(ii) and Section 6.2(a)(iv) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.1 (Organization; Ownership of Shares; Capitalization; and Power), Section 2.2 (Authorization), Section 2.7(a) (Assets) and 4.14Section 2.21 (Taxes), the Shareholders shall indemnify the Buyer Indemnitees for all Buyer Indemnifiable Losses without regard to any cap or similar limitation. With respect to indemnification arising under Section 6.2(a)(v), the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses unless and to the extent such Buyer Indemnifiable Losses exceed any amounts that are (i) covered by the insurance policies maintained by the Company and its Subsidiaries and (ii) actually received by the Company. (b) With respect to breaches or inaccuracies of representations and warranties of the Buyer other than breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply indemnify Shareholder Indemnitees with respect to any breach Shareholder Indemnifiable Losses arising under Section 6.2(b)(i) to the extent such Shareholder Indemnifiable Losses exceed, in the aggregate, $4,000,000. With respect to indemnification arising under Section 6.2(b)(ii) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the Buyer’s representations and warranties set forth in Sections 5.1Fundamental Representations, 5.2, 5.3, 5.5 and 5.7the Buyer shall indemnify the Shareholder Indemnitees for all Shareholder Indemnifiable Losses without regard to any cap or similar limitation. (c) Seller The Shareholders shall not have any obligation to provide indemnification hereunder for indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant arising under Section 6.2(a)(i) (other than with respect to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis Buyer Indemnifiable Losses arising from breaches or inaccuracies of the Losses and Shareholders’ Fundamental Representations) until the estimated aggregate amount of all Buyer Indemnifiable Losses exceeds $250,000 (the “Threshold”), at which point the Buyer Indemnitees shall be entitled to indemnification for all such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateunder Section 6.2(a)(i) (including such first $250,000 thereof). The Buyer shall not have any obligation to provide indemnification hereunder for indemnify the Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis arising under Section 6.2(b)(i) (other than with respect to Shareholder Indemnifiable Losses arising from breaches or inaccuracies of the Losses and Buyer’s Fundamental Representations) until the estimated aggregate amount of all Shareholder Indemnifiable Losses exceeds the Threshold, at which point the Shareholder Indemnitees shall be entitled to indemnification for all such Losses under Section 6.2(b)(i) (including such first $250,000 thereof). For purposes of clarification, the Threshold shall not apply to indemnification obligations arising under Sections 6.2(a)(ii), 6.2(a)(iii), 6.2(a)(iv) and 6.2(b)(ii). (d) Any claim by a Buyer Indemnitee for indemnification pursuant to Section 6.2(a)(iii) shall be required to be made by delivering notice to Shareholders’ Representative no later than the date that is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of 21 months following the Closing Date. (de) For purposes Subject to Section 6.3(f), any claims for Buyer Indemnifiable Losses shall first be made against the Escrow Account and then, following the exhaustion of determining the Escrow Account, the Shareholders, severally (and not jointly), in proportion to their Shareholder Percentage. Notwithstanding anything herein to the contrary, claims by a Buyer Indemnitee for Buyer Indemnifiable Losses against the Escrow Account shall not be allocated amongst the Shareholders on a several basis. (f) The Buyer or its Affiliates shall have the right and remedy to require the Shareholders, severally (and not jointly), in order proportion to calculate their Shareholder Percentage, to account for and pay over the Basket Amount and determine rights amount required to satisfy a claim for Buyer Indemnifiable Losses under Section 6.2(a)(iv) without first having to be made against the Escrow Account. (g) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification under hereunder at the Indemnifying Party’s expense. (h) The Parties shall treat any payments made pursuant to this Article XIVI as an adjustment to the Purchase Price for federal Tax purposes, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, unless a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or final determination causes such payment not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratetreated as an adjustment to the Purchase Price for federal Tax purposes.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) 50,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.0050,000 (the “Basket Amount”). The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.84.8 4.14, and 4.14Item No. 1 in Schedule 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) With respect to claims and liability of the Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to the number of Indemnity Shares multiplied by the Parent Share Price. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of the number of Merger Shares multiplied by the Parent Share Price. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller herein, the Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to under Section 11.1 6.02(a) through Section 6.02(h) (except to the extent that for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of any Company Fundamental Representation) unless and until the aggregate amount of all indemnifiable Losses underlying such Losses claims equals or exceeds $175,000.00 a dollar amount equal to USD$643,299 (the “Basket AmountDeductible”) in which case Seller ), and then the Parent Indemnified Parties shall be liable entitled to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket AmountDeductible subject to the limitation provided for in Section 6.04(a). The maximum obligation Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of Buyer any Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds the Deductible, and then the Company Indemnified Parties shall be entitled to provide indemnification for the amount of all such Losses pursuant to Section 11.2 shall be limited in excess of the Deductible subject to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth limitation provided for in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSection 6.04(b). (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XIVI, the representations and warranties set forth in Articles IV of the Company and V the Company Stockholders shall not be read without giving effect deemed qualified by any references to any Materiality Requirement set forth therein. As used in this Agreementmateriality, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Company Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (Effect or other words similar qualification contained in or phrases of similar effect or impact) in order for such condition, event or state of facts otherwise applicable to cause such representation or warranty to be inaccuratewarranty.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Sellers shall not have only be liable to a Purchaser Indemnified Party in respect of any obligation to provide indemnification for Losses Damages pursuant to clause (i) of Section 11.1 except to the extent that 8.2 of this Agreement only when the aggregate amount of all such Losses exceeds Damages to which all Purchaser Indemnified Parties are entitled to indemnification from the Sellers hereunder exceed Four Hundred Thousand U.S. Dollars ($175,000.00 400,000) (the “Basket AmountBasket”) and, in which case Seller such event, the Sellers shall be liable required to Buyer only for pay the entire amount of all such Losses Damages; provided, however, that the obligation of the Sellers to indemnify any Purchaser Indemnified Party in excess respect of $175,000.00any Damages resulting from a breach of any Specified Representation shall not be subject to the Basket. The maximum obligation aggregate liability of Seller the Sellers for Damages to provide which all Purchaser Indemnified Parties are entitled to indemnification for all Losses from the Sellers pursuant to clause (i) of Section 11.1 shall 8.2 of this Agreement (i) in respect of Damages resulting from a breach of any representations and warranties that are not Specified Representations will be limited to an amount equal Twenty Million U.S. Dollars ($20,000,000) (the “Ceiling”) and (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the Purchase Price. Notwithstanding the foregoing, the Basket Amount as adjusted pursuant to Sections 2.4 and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.142.5. (b) Buyer Parent and Purchaser shall not have only be liable to a Seller Indemnified Party in respect of any obligation to provide indemnification for Losses indemnified Damages pursuant to clause (i) of Section 11.2 except to the extent that 8.3 of this Agreement only when the aggregate amount of all such Losses exceeds Damages to which all Seller Indemnified Parties are entitled to indemnification from Parent or Purchaser hereunder exceed the Basket Amountand, in which case Buyer such event, Parent and Purchaser shall be liable required to pay the entire amount of all such Damages; provided, however, that the obligation of Parent to indemnify any Seller only for such Losses Indemnified Party in excess respect of any Damages resulting from a breach of any Specified Representation shall not be subject to the Basket AmountBasket. The maximum obligation aggregate liability of Buyer Parent and Purchaser for Damages to provide which all Seller Indemnified Parties are entitled to indemnification for Losses from Parent and Purchaser pursuant to clause (i) of Section 11.2 shall 8.3 of this Agreement (i) in respect of Damages resulting from a breach of any representations and warranties that are not Specified Representations will be limited to the amount equal Ceiling and (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the Purchase Price. Notwithstanding the foregoing, the Basket Amount as adjusted pursuant to Sections 2.4 and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7.2.5 (c) Notwithstanding anything to the contrary in this Section 8.4, the rights of the Purchaser Indemnified Parties and the Seller shall not have any obligation Indemnified Parties to provide seek indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice Damages due to, resulting from or arising out of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m.any Third-Party Claims, Houstonfraud, Texas time, on the third anniversary of the Closing Date. Buyer intentional misconduct or intentional misrepresentation by an Indemnifying Party shall not have any obligation be subject to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature respective Basket and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateCeiling. (d) For purposes The Purchaser Indemnified Parties’ right to indemnity shall in no way be limited by (i) any inspection, survey, audit and access to the Company’s books and records which Purchaser or Parent may directly or through its representatives have conducted prior to the Closing Date; or (ii) knowledge that Purchaser or Parent may have as of determining Losses the Closing Date of the existence of facts, events, omissions or documents which may be in order breach of the Sellers’ representations and warranties or in any event give rise to calculate a Sellers’ indemnification commitment. The Seller Indemnified Parties’ right to indemnity shall in no way be limited by any knowledge that any of the Basket Amount Sellers may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of the Purchaser’s or Parent’s representations and determine rights warranties representatives or in any event give rise to a Purchaser’s or Parent’s indemnification commitment. (e) In no event shall an Indemnifying Party be liable more than once for the same matter under different representations or warranties contained in this Agreement. The amount of any Damages for which indemnification is provided under this Article XI, the representations and warranties set forth in Articles IV and V VIII shall be read without giving effect (i) net of any insurance amounts actually recovered; provided that, no Indemnified Party shall have any obligation to seek or pursue any Materiality Requirement set forth therein. As used insurance recoveries (and may terminate, delay or abandon its seeking or pursuit of any such insurance at any time in this Agreementits sole discretion), a “Materiality Requirement” shall mean and (ii) either reduced by the amount of the net Tax benefit actually realized by the Indemnified Party by reason of such Damages or increased by the amount of any requirement in a tax detriment actually realized by the Indemnified Party by reason of such Damages. (f) The waiver of any condition based on the accuracy of any representation or warranty that a conditionwarranty, event or state on the performance of fact be “material,” correct or true compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements (except to the extent, if any, otherwise expressly provided in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccuratewaiver).

Limits on Indemnification. (a) No claim may be asserted against Seller or Buyer for breach of any representation or warranty, covenant or agreement contained herein, or for indemnification pursuant to Sections ‎11.1 or ‎11.2, unless written notice of such claim pursuant to ‎Section 11.3 is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation or warranty, covenant or agreement or right to indemnification on which such claim is based ceases to survive as set forth in ‎Section 11.5, and any claim brought after such date shall be barred. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), or from Buyer by Seller (including any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), shall be one million Dollars ($1,000,000) (the “Indemnification Cap”); (ii) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not have be liable to Buyer (or any obligation other Buyer Indemnified Party) with respect to provide any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification for Losses pursuant to Section 11.1 except to the extent that unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for such breach and any other breach arising from substantially similar occurrences, events or sets of facts exceed fifty thousand Dollars ($50,000) (the “De Minimis Amount”), provided, that if the aggregate amount of indemnifiable Losses for such claim is greater than or equal to the De Minimis Amount then the entire amount of such Losses in respect of such claim will be eligible for indemnity pursuant to and subject to the terms and conditions of this ‎Article XI; (A) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party in respect of all such claims, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($175,000.00 250,000) (the “Basket Amount”), in which case such party shall be liable only for the Losses in excess of the Basket Amount; and (B) Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in the first sentence of ‎Section 4.8(c) or in the last sentence of ‎Section 4.9, for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for all such breaches, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Assets Basket Amount”), in which case Seller shall be liable to Buyer only for the Losses for such Losses breaches in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Assets Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The ; (iv) the maximum obligation aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to provide indemnification for Losses pursuant to Section 11.2 Environmental Indemnification Matters shall be limited six million Dollars ($6,000,000); and (v) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to ‎Section 11.1(a) (other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the amount equal to Company’s Fundamental Representations, Seller’s Fundamental Representations or any of the representations or warranties set forth in ‎Section 4.7(e)) and ‎Section 11.1(b) shall be the Purchase Price. . (c) The parties hereby acknowledge and agree that for purposes of this ‎Article XI, qualifications as to materiality or Material Adverse Effect (or any similar qualification) in any representation or warranty set forth herein (except for any representation or warranty set forth in ‎Section 4.5 or ‎Section 4.6(b) or any Specified Qualifier) shall be ignored for the purposes of determining whether a breach of a representation or warranty has occurred and the applicable amount of Losses in respect of such breached representation or warranty. (d) Notwithstanding the foregoing, the Basket Amount amount of any indemnifiable Losses payable by the Indemnifying Party shall be reduced, without duplication, by (i) amounts actually recovered, if any, under applicable insurance policies or any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim (in each case minus any reasonable out of pocket cost or expense of recovery or increased premiums) and (ii) any Tax benefits actually realized by the Indemnified Party or any of its Affiliates in the year of payment indemnifying for such liability cap will not apply Loss or arising in connection with the accrual, incurrence or payment of any Loss. Each Indemnified Party shall use commercially reasonable efforts to seek or continue to pursue recovery under any insurance policy, or from any Person responsible for such Loss, with respect to any breach amount of Buyer’s representations and warranties set forth Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, or resolves a Loss for less than the amount claimed in Sections 5.1respect of such Loss, 5.2subsequent to an indemnification payment by the Indemnifying Party, 5.3then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, 5.5 and 5.7or the amount received in excess of the applicable Loss, as applicable, in each case, net of any expenses incurred by such Indemnified Party in collecting such amount. (ce) Seller Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. The Indemnified Party shall not have any obligation be entitled to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying recover more than once in reasonable detail the specific nature and basis respect of the same Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Datesuffered. (df) For purposes the avoidance of determining doubt, Losses in order to calculate arising from breaches of the Basket Amount Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV ‎Section 4.7(e), and V any Losses incurred by any Buyer Indemnified Party pursuant to Section ‎11.1(b) through ‎Section 11.1(i) and any Losses incurred by any Seller Indemnified Party pursuant to ‎Section 9.4(i) or Sections ‎11.2(b) through ‎11.2(f), shall not be read without giving effect subject to any Materiality Requirement the Indemnification Cap, the De Minimis Amount or the Basket Amount. The limitations of liability set forth therein. As used in this Agreement‎Section 11.6 shall not apply in the event of any liability of Seller to indemnify Buyer Indemnified Parties pursuant to ‎Section 11.1 arising from any Fraud in respect of the representations contained in ‎Article IV or ‎Article VI on the part of Seller or the Company, a “Materiality Requirement” shall mean or in the event of any requirement liability of Buyer to indemnify Seller Indemnified Parties pursuant to ‎Section 11.2 arising from any Fraud in a representation or warranty that a condition, event or state respect of fact be “material,” correct or true the representations contained in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases ‎Article VII on the part of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateBuyer.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 11.1 except to the extent that the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) 50,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.0050,000 (the "Basket Amount"). The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s 's representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, 4.8 and 4.14.; (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s 's representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7.; (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date.; (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “"Materiality Requirement” " shall mean any requirement in a representation or warranty that a condition, event or state of fact be “"material,” " correct or true in “"all material respects,” " have a “"Material Adverse Effect,” " or be or not be “"reasonably expected to have a Material Adverse Effect” " (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. The maximum amount of Damages which may be recovered from Seller for claims under Section 9.03(a)(i): (a) for Damages arising out of, based upon or resulting from any misrepresentation or inaccuracy in or breach of any of the representations or warranties by Seller set forth in Section 3.01 (Organization, Standing and Power), Section 3.02 (Authority), Section 3.03 (No Conflicts), Section 3.05 (Title to Purchased Assets; Absence of Encumbrances), Section 3.14 (Environmental Matters) and Section 3.15 (Taxes) (the "Extended Representations") shall be an amount equal to the Purchase Price, and (b) for Damages arising out of, based upon or resulting from any misrepresentation or inaccuracy in or breach of any other representation or warranty by Seller in this Agreement, the Seller Disclosure Schedule, any of the Ancillary Agreements to which Seller is a party, or any certificate, instrument or document delivered by Seller pursuant hereto or thereto shall be an amount equal to the Escrow Amount plus all interest actually earned thereon prior to the termination of the Escrow Fund pursuant to Section 9.06. Notwithstanding anything to the contrary contained in this Agreement: (a) , there shall be no limit as to the Indemnified Persons' recovery of Damages with respect to fraud or intentional misrepresentation or willful or intentional breach by Seller. The Escrow Fund shall be partial security for the indemnification obligations of Seller under Section 9.03 and, except as expressly set forth in this Article IX, shall not have any obligation to provide be a limitation on indemnification or other recovery. All claims for Losses indemnification pursuant to Section 11.1 except 9.03 shall be made first against the Escrow Fund to the extent that any funds remain therein and are available to satisfy such claims for indemnification, and the aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller Escrow Fund shall be liable to Buyer only the sole and exclusive remedy or source of recovery for such Losses in excess of $175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except under this Agreement to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Dateremaining available funds. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementArticle VI or elsewhere in this Agreement to the contrary: (a) Seller Sellers shall not have any obligation to provide indemnification for indemnify Buyer with respect to any Claim unless and until Buyer shall have incurred Losses pursuant to Section 11.1 except to the extent that the in an aggregate amount of all such Losses exceeds $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $175,000.00. The maximum obligation of Seller 50,000 (the "Stipulated Amount") in which event Buyer shall be entitled to provide indemnification be indemnified for all of its Losses pursuant to Section 11.1 commencing at $1; provided that the foregoing limitation shall be limited to an amount equal not apply to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach obligations of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14Sellers under Section 4.10. (b) Buyer shall not have any no obligation to provide indemnification for indemnify Sellers with respect to any Claim unless and until the Sellers shall have incurred Losses indemnified pursuant to Section 11.2 except to the extent that the in an aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum Stipulated Amount in which event Sellers shall be entitled to be indemnified for all of their Losses commencing at $1; provided that the foregoing limitation shall not apply to the obligations of Buyer under Sections 1.3, 4.10, the Downpayment Note, the Absolute Note, the Contingent Note or in connection with any obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply pay or indemnify any Seller with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7Guarantor Debt. (c) The liability hereunder of any Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail at no time exceed the specific nature and basis portion of the Losses and the estimated amount of Purchase Price then remaining payable to such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing DateSeller. (d) For purposes The liability hereunder of determining Losses Buyer shall at no time exceed the Purchase Price, except (i) with respect to any Buyer's Conduct Claim, in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and warranties set forth in Articles IV and V which case there shall be read without giving effect no limit on Buyer's obligation to any Materiality Requirement set forth therein. As used indemnify Sellers, or (ii) with respect to Buyer's or the Company's failure to pay the Guarantor Debt as and when due, in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state which case the amount of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected the Guaranty Indemnity Cap is the sole limit on Buyer's obligation to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurateindemnify Sellers.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to arising under Section 11.1 except to the extent that 9.1(a), unless and until the aggregate amount of such Losses exceed $40,000, and then Parent Indemnified Parties shall be entitled to indemnification for all such Losses exceeds $175,000.00 (Losses, not just the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses amount in excess of $175,000.00. 40,000. (b) The maximum obligation Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under Section 9.1(b)(i), unless and until the aggregate of Seller such Losses exceed $40,000, and then Stockholder Indemnified Parties shall be entitled to provide indemnification for all such Losses, not just the amount in excess of $40,000. (c) Except for Losses based on fraud or willful misconduct (with respect to which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and subject to the provisions of the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the aggregate dollar amount of such Losses, by (ii) the Parent Average Price, rounded to the nearest share. Escrow Shares shall be forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to Section 11.1 the provisions hereof shall be limited treated as an adjustment to the Merger Consideration. (d) Except for Losses based on fraud or willful misconduct, Parent's indemnification obligations hereunder shall be limited, in the aggregate, to an amount equal to (i) the Purchase Parent Shares multiplied by (ii) the Parent Average Price. . (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the foregoing, form of the Basket Amount forfeiture of Escrow Shares pursuant to this Section shall be the sole and such liability cap will not apply with respect to exclusive remedy of the Parent Indemnified Parties for any breach of Seller’s the representations and or warranties set forth of the Company contained in Sections 4.1, 4.2, 4.3, 4.8, and 4.14.this Agreement (bf) Buyer shall not have Notwithstanding any obligation to provide indemnification other provision of this Agreement, except for Losses indemnified based on fraud or willful misconduct, indemnification pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer this Article shall be liable to Seller only for such Losses in excess the sole and exclusive remedy of the Basket Amount. The maximum obligation of Buyer to provide indemnification Stockholder Indemnified Parties for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations and or warranties set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used of Parent contained in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for such condition, event or state of facts to cause such representation or warranty to be inaccurate.