Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations), the indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of Allied Parent and the Seller Shareholders under Sections 3.1, 3.2, 3.3 3.3, 3.4, 3.6, 3.17 or 3.17 6.5(c) hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationslimitations and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of two (2) years following the Closing DateDate (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Seller Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by Investors hereunder exceeds $15,000250,000, whereupon Seller Shareholders and Allied Parent shall be liable for all amounts in excess of $250,000 for which indemnification may be sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the aggregate indemnification obligation sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all amounts in excess of $100,000 for which indemnification may be sought. For purposes of making claims for indemnification under Section 8.1(A), any requirement in any representation or warranty that an event or fact be Material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Shareholders and Allied Parent to Global Investors for breach of representations and warranties exceed [**] the sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not include and shall not limit any claims for (including i) the Escrow AmountAccounts Receivable Adjustment and the Net Worth Adjustment and (ii) (except for successful claims made for any breach of the representations and warranties of Seller the Shareholders and Allied Parent under Sections 3.1, 3.2, 3.3, or 3.4, 3.6, and 3.17 hereof; provided, as further, that in no event shall the aggregate liability of Shareholders and Allied Parent to which Investors or the limit Company with respect to any claims described in clauses (i) and (ii) above exceed the sum of indemnification hereunder shall be the Purchase Price and the Redemption Price). However nothing in this Article VIII shall limit Global Investors or Seller Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller Shareholders, Allied Parent or Global Investors in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Investors successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnified Costs paid by Shareholders shall be deemed to be a reduction of the Purchase Price paid to Allied Parent by Investors hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations representations, warranties and warranties covenants of the Seller under Sections 3.1Company and Millxx xxxer SECTIONS 3.11 or 3.14, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on indemnification claims must be made prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Millxx xxxer SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Millxx xxxer ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this Article [******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.] ARTICLE VIII shall expire on the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Company and Millxx xxxll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Millxx xxxll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this Article ARTICLE VIII until the aggregate indemnification obligation hereunder sought by the Company or Millxx xxxeunder exceeds $15,000100,000, whereupon Seller Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of Seller the Company and Millxx xx Buyer or Buyer to Global exceed [**] the Company and Millxx xxxeed the Purchase Price and, (including ii) in no event shall the Escrow Amount) (except aggregate liability of the Company or Millxx xx Buyer for successful claims made for any a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder liability cap in subclause (i) above shall be the Purchase Priceapply). However nothing in this Article ARTICLE VIII shall limit Global Buyer, the Company or Seller in Millxx xx exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller or Global the Company, Millxx xx Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Millxx xxxll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. (a) All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, 3.2, 3.3 3.3, 3.6, 3.17 or 3.17 6.5(d) hereof (the indemnification for which shall expire on indemnification claims must be made prior to the expiration of the applicable statute of limitationslimitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third second anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $15,000160,000, whereupon Seller Sellers shall be liable for all amounts for which indemnification may be soughtsought in excess of such amount. Notwithstanding the foregoing, in no event shall the aggregate liability of either Seller to Global for indemnification exceed [**] (including the Escrow Amount) (except for successful claims made for any breach respective portion of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price)Price received by such Seller. However nothing in this Article VIII shall limit Global Buyer or Seller Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller Sellers or Global Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.13.1,3.2, 3.2---------------- 3.3, 3.3 3.1 4, 3.17 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be made ---------------- --- prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on ------------ the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $15,00025,000, whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to Global and Buyer hereunder exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). Global and Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit Global and Buyer or Seller the Sellers in exercising or ------------ securing any remedies provided by applicable common law with respect to the conduct of Seller the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations and warranties of the Seller and Shareholder under Sections 3.1, 3.2, 3.3 or 3.17 3.14 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationslimitations except for claims made prior to such date which claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third second anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller and Shareholder shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation to which Buyer is entitled hereunder exceeds $15,000150,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. For purposes of Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller and Shareholder to Global Buyer exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Buyer or Seller and Shareholder in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller and Shareholder or Global Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.conduct

Limits on Indemnification. All Indemnifiable Costs (a) Notwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive (except to the extent arising from Third Party punitive damages) or consequential Losses or for any lost profits of any other Party; (ii) no indemnification obligation of any of Sellers shall arise under this Agreement for any breach or Third Party Claim solely to the extent such obligation has arisen or increased as a result of any change in applicable Laws (including Environmental Laws) after the date hereof; (iii) the maximum amount of indemnifiable Losses for which indemnification may be sought from any of Sellers shall be limited to the Escrow Amount held under the Escrow Agreement plus, in the case of Sellers, with respect to any Retained Liabilities, amounts in the Retention Account from time to time, provided, however, that any Losses of Purchaser that are Qualified Retained Liabilities shall be paid first from the Retention Account, until such time as no funds shall remain therein, after which time they shall be paid from the Escrow Amount, (iv) the maximum amount of indemnifiable Losses for which indemnification may be sought from Purchaser shall be limited to an amount equal to the Escrow Amount deposited with the Escrow Agent as of the Closing Date; provided that, as to Purchaser’s indemnification obligation to Sellers for Assumed Liabilities pursuant to Section 9.03 (a)(ii), there shall be no cap on the amount of indemnifiable Losses, (v) with respect to contingent or unquantifiable Losses, no payment will be due by any party hereunder shall Indemnifying Party unless and until the relevant Losses cease to be net contingent or may be quantified, provided that, for the avoidance of any insurance proceeds received by such Person doubt, a claim may be made with respect to such claim Losses within the time periods provided under this Agreement and, if so timely made, such Losses may be recoverable if and when they are no longer contingent or unquantifiable; (less the present value of any premium increases occurring vi) with respect to contingent Losses resulting from Third Party Claims, no such contingent Losses may be asserted as a result Third Party Claim under this Article IX unless and until an identifiable third party shall have manifested (x) a present awareness of its right to assert such Third Party Claim and (y) a present intent to assert such Third Party Claim; and (vii) Sellers shall not be liable for any claim for indemnification pursuant to any provision of this Agreement, unless Sellers receive from Purchaser written notice of such claim). Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationsin accordance with Section 9.02(b), on or before the indemnification provided under this Article [******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.] VIII shall expire on the third second anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net Notwithstanding anything to the contrary contained herein, except in the case of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for fraud, criminal activity, willful misconduct or breach of a Fundamental Representation and Warranty or covenant, (a) the representations and warranties of the Seller under Sections 3.1, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations), the indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of the Closing Date. The Seller Party Shareholders shall not be obligated required to pay any amounts indemnify and hold harmless Xxxxxx Indemnified Parties in the aggregate for indemnification under this Article VIII Losses more than the Maximum Indemnity Amount; (b) the Party Shareholders shall not be required to indemnify and hold harmless Xxxxxx Indemnified Parties in the aggregate for the first Losses until the aggregate indemnification Minimum Indemnity Amount has been met, provided that once the Minimum Indemnity Amount has been met, the indemnity obligation hereunder exceeds $15,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing full amount of Losses in excess of the Minimum Indemnity Amount, but subject to the Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Article VIII Section 7.3; (c) Xxxxxx shall limit Global not be required to indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; or Seller (d) Xxxxxx shall not be required to indemnify and hold harmless the Party Shareholder Indemnified Parties in exercising or securing any remedies the aggregate for the Minimum Indemnity Amount, provided by applicable common law with respect that once the Minimum Indemnity Amount has been met, the indemnity obligation shall be the full amount of Losses in excess of the Minimum Indemnity Amount, but subject to the conduct of Seller or Global Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount, as the case may be and as provided in connection with this Agreement or Section 7.3. Notwithstanding anything to the contrary contained herein, in the amount case of damages that it can recover from a breach of a Fundamental Representation and Warranty, (a) the other Party Shareholders shall not be required to indemnify and hold harmless Xxxxxx Indemnified Parties in the event that Global successfully proves intentional fraud or intentional fraudulent conduct aggregate for Losses more than the Maximum Fundamental Indemnity Amount; and (b) Xxxxxx shall not be required to indemnify and hold harmless the Party Shareholder Indemnified Parties in connection with this Agreementthe aggregate for Losses more than the Maximum Fundamental Indemnity Amount.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequences sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Transferors under Sections 3.14.8, 3.2------------ 4.19, 3.3 or 3.17 and 4.21 hereof (the indemnification for which shall expire on indemnification claims must be made prior to ---- ---- the expiration of the applicable statute of limitationslimitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to which the right to make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article [******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.] VIII IX shall expire on the third first anniversary of the Closing DateDate (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Seller Transferor shall not be obligated to pay any amounts for indemnification under this Article VIII IX until the aggregate indemnification ---------- obligation sought by the Acquirer hereunder exceeds $15,00025,000, whereupon Seller the Transferors shall be liable for all amounts for which indemnification may be soughtsought back to the first dollar up to a maximum indemnification by Transferors equal to the Transfer Consideration. Notwithstanding the foregoing, in no event The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate liability of Seller to Global exceed [**] (including ---------- indemnification obligation sought by the Escrow Amount) (except for successful claims made for any breach of Transferors hereunder exceeds $25,000, whereupon the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder Acquirer shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect liable for all amounts for which indemnification may be sought back to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.first dollar. For purposes of

Limits on Indemnification. All Indemnifiable Costs Adverse Consequence sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Transferors under Sections 3.14.8, 3.2------------ 4.19, 3.3 or 3.17 and 4.21 hereof (the indemnification for which shall expire on indemnification claims must be made prior to ---- ---- the expiration of the applicable statute of limitationslimitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to which the right to make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article [******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.] VIII IX shall expire on the third first anniversary of the Closing DateDate (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Seller Transferor shall not be obligated to pay any amounts for indemnification under this Article VIII IX until the aggregate indemnification ---------- obligation sought by the Acquirer hereunder exceeds $15,00075,000, whereupon Seller the Transferors shall be liable for all amounts for which indemnification may be soughtsought in excess of $75,000 up to a maximum indemnification by Transferors equal to the Transfer Consideration. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by the Transferors hereunder exceeds $75,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $75,000 up to a maximum indemnification by Acquirer equal to the Stock Portion of the Transfer Consideration. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller any individual Transferor to Global the Acquirer or the Acquirer to the Transferors exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price)Transfer Consideration received by such Transferor. However nothing in this Article VIII IX shall limit Global the Acquirer or Seller the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller the Transferors or Global the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, ------------- 3.2, 3.3 3.3, 3.14, 3.17 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be -------------------- --- made prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall ------------ expire on the third anniversary of 18 months after the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation hereunder exceeds $15,00075,000, ---- whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to Global hereunder exceed [**] (including the Escrow Amount) $12,000,000 (except for successful any claims made for any breach of the representations representations, warranties and warranties covenants of Seller the Sellers under Sections 3.1, 3.2, 3.3, 3.2 or 3.17 hereof, as to 3.3 which the limit of indemnification hereunder shall be limited to the Purchase Price). Global shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $75,000, whereupon Global shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Global to Sellers for joint and several claims hereunder exceed $12,000,000, except to the extent that the Earned Payout Amount is validly earned hereunder and is not otherwise paid by Global to the Sellers, in which case the sum of the Earned Payout Amount plus $12,000,000 shall be the maximum aggregate liability of Global to Sellers. However nothing in this Article VIII shall limit Global or Seller the Sellers in exercising or securing any ------------ remedies provided by applicable common law with respect to the conduct of Seller the Sellers or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global or the Sellers successfully proves gross negligence, intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------------ any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, 3.2, 3.3 3.3, 3.14, 3.17, 3.26 or 3.17 6.5 hereof (the indemnification for which shall expire on ---------------------------------------- --- indemnification claims must be made prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of the ------------ Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $15,00010,413, whereupon Seller the Sellers shall be liable for all amounts in excess of $10,413 for which indemnification may be sought. Notwithstanding the foregoing, such $10,413 amount in the preceding sentence shall be reduced to the extent the Working Capital as reflected on the Closing Balance Sheet is less than the Working Capital in the Preliminary Closing Balance Sheet. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for all amounts in excess of $25,000 for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Global and Buyer to Global the Sellers hereunder exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global and Buyer or Seller the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, 3.2, 3.3 3.3, 3.6, 3.14, 3.17 or 3.17 6.5(d) hereof (the indemnification for which shall expire on indemnification claims must be made prior to the expiration of the applicable statute of limitationslimitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII (other than indemnification required pursuant to Section 8.1(E) above) until the aggregate indemnification obligation sought by Buyer hereunder exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of his obligations under Section 5.6 or Section 6.5 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $15,00025,000, whereupon Seller Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of Section 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to Global Buyer or Buyer to the Sellers exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Buyer or Seller the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller the Sellers or Global Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequence sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by by, or made available to, such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Transferors under Sections 3.1, 3.2, 3.3 or 3.17 3.5 and 4.2 hereof (pursuant to which the right to ------------ --- make claims for indemnification for which under this Article IX shall expire on survive the expiration of the applicable statute of limitationsClosing ---------- Date indefinitely), the right to make claims for indemnification provided under this Article [******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.] VIII IX shall expire on the third first anniversary of the Closing DateDate ---------- (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Transferor shall not be obligated to pay any amounts for indemnification under this Article VIII IX until the aggregate ---------- indemnification obligation sought by the Acquirer hereunder exceeds $15,000150,000, whereupon Seller the Transferors shall be liable for all amounts for which indemnification may be soughtsought back to the first dollar up to a maximum indemnification by Transferors equal to the Escrow Sum. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until ---------- the aggregate indemnification obligation sought by the Transferors hereunder exceeds $150,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or ----------- --- warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Acquirer to Global the Transferors exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price)Transfer Consideration received by such Transferor. However nothing in this Article VIII IX shall limit Global the Acquirer or Seller the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller the Transferors or Global the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller under Sections 3.1, 3.2, 3.3 3.3, 3.14, 3.17 or 3.17 6.5 hereof (the indemnification for which shall expire on indemnification claims must be made prior to the expiration of the applicable statute of limitations)limitations and if so made, such claims shall continue after such date until finally resolved) and except for claims for breach of any covenant of this Agreement that by its terms expires after the second anniversary hereof, the right to make claims for indemnification provided under this Article [******Certain information on VIII or to assert any other claim arising under or in connection with 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.] VIII Agreement (including, without limitation, any claim for breach of any warranty, representation, or covenant) shall expire on the third second anniversary of the Closing DateDate (except for claims reasonably specified in writing prior to such date which shall continue after such date until finally resolved). Notwithstanding the foregoing, the right of Buyer to make any claim for damages with respect to outstanding Company Options shall survive indefinitely and shall not expire. The Seller and Shareholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,000the Indemnification Basket Amount, whereupon the Seller and Shareholders shall be liable for all amounts in excess of the Indemnification Basket Amount for which indemnification may be sought. Notwithstanding ; provided, however, that the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except Indemnification Basket Amount will be reduced by $50,000 for successful all claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.which

Limits on Indemnification. All Indemnifiable Costs Adverse Consequences for which ------------------------- indemnification is sought by any party Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Together Parties other than the Company and N.W.S.T. under Sections 3.14.8, 3.24.19, 3.3 or 3.17 ------------ ---- and 4.21 hereof (the indemnification for which shall expire on indemnification claims must be made prior to the ---- expiration of the applicable statute of limitationslimitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to which the right to make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article [******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.] VIII IX shall expire on the third first anniversary of the Closing DateDate (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Seller Together Parties other than the Company and N.W.S.T. shall not be obligated to pay any amounts for indemnification under this Article VIII ------- IX until the aggregate Adverse Consequences for which indemnification obligation sought by -- the Acquirer Indemnified Party/Parties related to the Acquirer hereunder exceeds $15,00050,000, whereupon Seller SWIFT and Xxxx Xxxxxxxx shall be liable for all amounts for which indemnification may be soughtsought in excess of $50,000 of such Adverse Consequences up to a maximum indemnification equal to the Transfer Consideration; provided, however, that notwithstanding the foregoing, such $50,000 indemnity obligation threshold shall not apply to any penalties, damages, fines or other costs associated with the Company's and N.W.S.T.'s failure to file their 1996 and 1997 federal and state tax returns on time and Acquirer shall be entitled to a full indemnity for such penalties, damages, fines or other costs. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by such other Together Parties hereunder exceeds $50,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $50,000 of such Adverse Consequences. For purposes of Section 9.1 or Section 9.5, any requirement in any ----------- ----------- representation or warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller any individual Together Party to Global exceed [**] (including the Escrow Amount) (except for successful claims made for Acquirer or the Acquirer to any breach of the representations and warranties Together Parties exceed the Transfer Consideration received by such Together Party; provided, however, that the aggregate liability of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder Xxxx Xxxxxxxx shall be equivalent to the Purchase Price). However Transfer Consideration received by SWIFT However, nothing in this Article VIII IX shall limit Global the Acquirer or Seller such other Together Parties in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller or Global the other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global a Party successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences for which indemnification is received from the Foundation and/or SWIFT shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds or tax benefits received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Sellers under Sections 3.1, 3.2, 3.3 3.3, 3.6, 3.14, 3.17 or 3.17 Article VI hereof (the indemnification for which shall expire on indemnification claims must be made prior to the expiration of the applicable statute of limitationslimitations or the expiration date set forth in such Sections and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third second anniversary of the Closing DateDate (except for claims made prior to such date which shall continue after such date until finally resolved). The Seller Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $15,00050,000, whereupon Seller the Sellers shall be liable for all amounts for which indemnification may be sought in excess of such $50,000 deductible; provided, however, that any Indemnifiable Costs resulting from a breach by the Sellers of any of her obligations under Section 5.6 hereof, shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $50,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller the Sellers to Global Buyer or Buyer to the Sellers exceed [**] (including the Escrow Amount) (Purchase Price except for successful claims made for any breach with respect to ownership or rights to ownership of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price)Company's capital stock. However nothing in this Article VIII shall limit Global Buyer or Seller the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Seller the Sellers or Global Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Company, Invisions Group and the Stockholders under Sections 3.1, 3.2, 3.3 3.3, 3.4, 3.6, 3.12 (with respect to ------------ --- --- --- --- ---- Environmental and OSHA Obligations only), 3.17, Article VI, 8.1(B) or 3.17 8.1(C) ---- ---------- ------ ------ hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationslimitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right of any party to make claims for indemnification provided under this Article [******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.] VIII shall expire on the third anniversary of the Closing DateJune 30, 2001 ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Seller Empyrean Holdings shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation sought by Stockholders ---- hereunder exceeds $15,000100,000, whereupon Seller Empyrean Holdings shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller Empyrean Holdings to Global Stockholders for breach of representations and warranties exceed [**] $3,650,000. The Stockholders shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation sought by Empyrean Holdings ---- hereunder exceeds $100,000, whereupon Stockholders shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Stockholders to Empyrean Holdings for breach of representations and warranties exceed $3,650,000; provided, however, that the aggregate liability of Stockholders to Empyrean Holdings or Empyrean Holdings to Stockholders for claims for (including A) the Escrow Amount) (except for successful claims made for any breach breaching of the representations and warranties of Seller the Stockholders under Sections 3.1, 3.2, 3.3, ------------ --- --- 3.4, 3.12 (to the extent such claims are for Environmental and OSHA Obligations) --- ---- and 3.17, or 3.17 hereof(B) any breach of Sections 8.1(B) or (C), as or (C) any claim with ---- --------------- --- respect to which the limit fraudulent conduct of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global Stockholders or Seller in exercising or securing any remedies provided by applicable common law Empyrean Holdings with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Empyrean Holdings or Stockholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement, shall not exceed the Purchase Price. In no event shall any non-Majority Stockholder's liability for any individual indemnification claim exceed an amount equal to the product of (i) the amount of such indemnification claim and (ii) such Stockholder's pro rata share of the Purchase Price paid to the Stockholders. The indemnification provided for in this Article VIII is intended to be the exclusive monetary remedy of Empyrean ------------ Holdings or Stockholders with regard to the Acquisition contemplated by this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations representations, warranties and warranties covenants of the Seller Company and the Majority Shareholders under Sections 3.1, 3.2, 3.3 3.3, 3.4, 3.6, 3.14, 3.17 or 3.17 Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitationslimitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article [******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.] VIII (other than claims for Excluded Liabilities or ------------ for claims for breaches of covenants) shall expire on the third second anniversary of the Closing DateDate (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Seller Majority Shareholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation sought by Iconixx or Buyer hereunder exceeds $15,00060,000, whereupon Seller the Majority Shareholders shall be liable for all amounts for which indemnification may be sought. The Company and the Majority Shareholders shall be jointly and severally liable for all indemnification claims of Iconixx or Buyer, provided, however, that in the absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall be limited to his, her or its proportionate share of the Purchase Price. Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company hereunder exceeds $60,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller (A) Iconixx or Buyer to Global the Majority Shareholders and the Company for breach of representations and warranties under Article IV exceed [**] $3,000,000; ---------- and (including B) the Escrow AmountMajority Shareholders and the Company to Iconixx or Buyer for breach of representations and warranties exceed $13,000,000; provided, however, that such amount under this clause (B) (except shall be reduced to $6,500,000 for successful all claims made on or after 60 days after the final completion of the audit of the Buyer's financial statements for the fiscal year ending December 31, 2000. Notwithstanding the foregoing, the indemnity limitations contained in the preceding sentence shall not include and shall not limit any breach claims for the breaching of the representations and warranties of Seller the Company and Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.12 (to the extent ------------ --- --- --- --- --- ---- such claims relate to OSHA violations), 3.14 and 3.17 or 3.17 hereofany breach of Sections ---- ---- -------- 8.1(B) or (E), as to all of which the limit of indemnification hereunder claims together shall be not exceed the Purchase Price). ------ --- However nothing in this Article VIII shall limit Global Iconixx, Buyer, the Company or Seller ------------ the Majority Shareholders in exercising or securing any remedies provided by applicable statutory or common law with respect to the fraudulent conduct of Seller the Company, Majority Shareholders, Buyer or Global Iconixx in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global Iconixx or the Majority Shareholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. Other than as set forth in the preceding sentence, the indemnification provided for in this Section VIII is intended to be the exclusive monetary remedy of Iconixx, ------------ Buyer, the Company or the Majority Shareholders with regard to the Acquisition contemplated by this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of indemnifiable Losses that may be recovered from (a) Seller and Albireo Pharma by Buyer Indemnitees pursuant to Section 8.1(a) shall equal the Purchase Price, and (b) Buyer by Seller Indemnitees pursuant to Section 8.1(b) shall equal the Purchase Price. Notwithstanding anything to the contrary set forth herein, except to the extent actually awarded against an Indemnified Party pursuant to a judgment with respect to a Third Party Claim (as defined in Section 8.2(b)), no Party hereto shall have any party liability under any provision of this Agreement (including this ARTICLE VIII) for any punitive, incidental, special or indirect damages or damages for or otherwise based on business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. Each Person entitled to indemnification hereunder shall be net will take commercially reasonable steps to mitigate all Damages after becoming aware of any insurance proceeds received event that could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith. Notwithstanding any other provision of this Agreement to the contrary, (i) Damages claimed hereunder will be reasonable and in good faith in light of the facts then known regarding such Damages, and (ii) if on the Closing Date the Indemnitee knows of any information that would cause one or more of the representations, warranties or covenants made by such Person the Indemnitor to be inaccurate as of the date made, the Indemnitee will have no right or remedy after the Closing with respect to such claim (less the present value of any premium increases occurring as a result of such claim)inaccuracy and will be deemed to have waived its rights to indemnification in respect thereof. Except for any claims for breach of the representations and warranties of the Seller under Sections 3.1, 3.2, 3.3 or 3.17 hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations), the indemnification provided under this Article ​ [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Confidential treatment has been requested with respect to the omitted portions.] VIII shall expire on the third anniversary of the Closing Date. The Seller shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $15,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of Seller to Global exceed [**] (including the Escrow Amount) (except for successful claims made for any breach of the representations and warranties of Seller under Sections 3.1, 3.2, 3.3, or 3.17 hereof, as to which the limit of indemnification hereunder shall be the Purchase Price). However nothing in this Article VIII shall limit Global or Seller in exercising or securing any remedies provided by applicable common law with respect to the conduct of Seller or Global in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement.​