Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.

Limits on Indemnification. Notwithstanding anything to the contrary contained Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in this Agreement: (a) The maximum aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i)respect thereof, as adjusted pursuant to Section 3.4; providedall covenants, howeveragreements, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations representations, and warranties and the related indemnities made hereunder or pursuant hereto or in Section 4.17 (Taxes)) shall be limited to connection with the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer transactions contemplated hereby shall survive the Closing for a period of six eighteen (618) months after months, provided (a) the representations, warranties and covenants contained in Sections 3.1 (Due Authorization), 3.6 (Capital Stock; Title to Shares), 3.7 (Convertible Securities, Options, Etc.), 3.13 (Taxes), 3.25 (Employee Benefits), 4.2 (Due Authorization), 4.4 (Investment), 4.9 (Issuance of Global Shares), 5.5 (Access), 6.1 (General), 6.2 (Transition), 6.3 (Confidentiality), 6.4 (Covenant Not to Compete), 6.5 (Additional Tax Matters), and 6.7 (Shut Down Costs) and Article VIII of this Agreement, and the related indemnities, as well as the right to make any claim for fraud, shall survive the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after until the expiration of the Survival Period applicable statutes of limitations for such representation determining or warranty; providedcontesting tort or contract claims, that if a claim for indemnification is given in writing by Tax liabilities or fraud, as the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claimscase may be; provided, however, that the Deductible indemnities provided in Section 8.1(a)(B), (C) or (D) shall in any event expire no later than the fourth anniversary of the Closing Date, (b) the representations, warranties and covenants contained in Sections 3.2 (Title to Shares), and 3.4(b) and (c) (Subsidiaries) of this Agreement, and the related indemnities, shall survive the Closing indefinitely and not expire, and (c) all other covenants set forth in Article VI which have specific expiration terms as set forth herein shall expire as of the dates set forth therein. Notwithstanding the foregoing, any indemnification claims made prior to the expiration of the applicable statute of limitations or period set forth in the preceding sentence, shall continue after such date until finally resolved. The Sellers shall not apply with respect be obligated to pay any amounts for indemnification under this Article VIII (other than Individual Obligations) until the aggregate indemnification obligations hereunder exceeds $1,000,000 (the “Deductible”) (Purchase Price adjustments pursuant to Sections 2.6, 2.7, 2.8 and 2.9 and any liability pursuant to Section 6.5, 6.6 or 6.7 shall not be included in the calculation of the Deductible, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought solely to the extent in excess of the Deductible. For purposes of Section 8.1 or 8.5, any requirement in any representation or warranty of Parent or the Company 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; provided, however, that no individual claim involving less than $25,000 or series of related claims involving less than $50,000 may be sought for indemnification by the Buyer Indemnified Parties and any such small claims shall not be applied to the Deductible or the Primary Cap. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers hereunder (including Sections 2.7 and 2.8) exceed $4,000,000 (the “Primary Cap”) (except for any claims asserted by Buyer for a breach of the Fundamental Representations or the representations representations, warranties and warranties covenants of the Company contained in Section 4.17 Sellers under Sections 3.1(Due Authorization), 3.2 (Title to Shares), 3.4(b) or (c) (Subsidiaries), 3.6 (Capital Stock; Title to Shares), 3.7 (Convertible Securities, Options, Etc.), 3.13 (Taxes). , 3.25 (eEmployee Benefits), 6.4 (Covenant Not to Compete), 6.5 (Additional Tax Matters) Any payments made and the indemnity provisions of Sections 8.1(a)(B) or (D) and any claims for fraud). In no event shall the aggregate liability of the Parent and the Sellers to Seller, Buyer Indemnified Parties for breaches of Section 8.1(a)(B) and (D) in the Company aggregate exceed the amount equal to (x) $12,000,000 less (y) the aggregate amount of claims paid by Sellers under the Primary Cap. In no event shall the aggregate liability of (i) the Parent and the Sellers to the Buyer Indemnified Parties under this Agreement and the Transaction Documents or Buyer pursuant and/or Global to any Seller Indemnified Party for indemnification under this ARTICLE XII shall constitute an adjustment Agreement and the Transaction Documents exceed $50,000,000 (the “Cap”) other than claims for fraud and (ii) any Member to the Buyer Indemnified Parties under this Agreement and the other Transaction Documents exceed such member’s pro rata share of the Cap based on such Member’s share of the Purchase Price for Tax purposes (excluding Funded Indebtedness) as if such amount was distributed to the Members immediately following the Closing pursuant to the terms of the Parent’s Organizational Documents and Governing Documents and further provided that such individual portion of the Cap shall not exceed the amount of the Purchase Price actually distributed to such Member or its transferees (this clause (ii), their “Pro Rata Limitation”). However, nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies or in the amount of damages that it can recover from the Sellers or Buyer in the event that Buyer or the Sellers successfully prove fraud by the other in connection with this Agreement, including the Financial Statements or the Disclosure Schedules attached hereto; provided, however, that (i) no particular member of Parent shall be treated as liable for the fraud of any other member of Parent and (ii) no particular member of Parent shall be liable for more than their Pro Rata Limitation for any fraud committed by Parent and/or the Companies unless Buyer successfully proves fraud by such member of Parent. Any settlement of a claim brought against an Indemnified Party must be consented to in writing by the Indemnified Party, and such consent shall not unreasonably be withheld, provided, however, that the Parent shall have the absolute right to settle any and all claims to the extent that payment for such claim is made solely from the Escrow Sum. Neither Buyer and Seller on their Tax Returnsnor the Sellers shall be liable for punitive damages pursuant to any claim made by another party to this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses arising out of breaches of representations and warranties, unless the amount of all such Losses pursuant to Section 12.1 exceeds US$250,000 (the "Basket Amount"). The maximum aggregate amount for which Seller may be liable under this ARTICLE Article XII for breaches of representations and warranties shall be limited to twenty-five percent (25%) of the Base Purchase Price. This paragraph (a) shall not apply to Losses suffered by a Buyer Indemnified Party pursuant to Sections 4.3, 4.4 (but at only as to the last sentence thereof), 4.8, 4.9, 4.10, 4.11, 4.13, 4.25, 5.4, 5.6, 5.7 and 5.8. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2 arising out of or related to breaches of representations and warranties unless the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be only liable to Seller for the amount of such Losses that exceed the Basket Amount. The maximum aggregate amount for which Buyer may be liable under this Article XII shall be limited to an amount equal to the portion twenty-five percent (25%) of the Base Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow AccountPrice. (bc) Except for (i) the representations and warranties of (Ai) the Company in Sections 4.21 and 4.22, the exclusive remedies for which are provided in Sections 7.3 and 7.4, respectively, (ii) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes)5.6, which shall survive indefinitely, and Section 4.25, which shall survive until the Closing for expiration of the applicable statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Sellerlimitations, the Company respective representations of the Company, Seller and Buyer contained in this Agreement shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b)one year, a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party and thereafter none of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration . This Section 12.4(c) shall have no effect upon any other obligations of the applicable Survival Periodparties hereto under this Agreement, such claim whether to be performed before, at or after the Closing, which shall survive until it is satisfiedfulfilled or the expiration in accordance with their terms. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or the Buyer pursuant to this ARTICLE Article XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by the Buyer and Seller on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to a breach of a representation or warranty if the Indemnifying Party can establish that the Indemnified Party had actual knowledge on or before the Closing Date of such event. (f) Notwithstanding anything else contained in this Article XII, Seller hereby agrees to indemnify and hold Buyer and each of its Affiliates (including the Company), and the officers, directors, employees and agents thereof, harmless from and against any and all Losses arising from any litigation (i) which arises out of actions, conduct or events which occur prior to the Effective Date or (ii) that was not disclosed to Buyer and which arises out of actions, conduct or events that occurred between the Effective Date and the Closing Date. This indemnity shall be subject to the procedures of Section 12.3, and shall survive indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum Sellers (calculated in the aggregate), on the one hand, or the Purchaser, on the other hand, shall not be obligated to provide indemnification under Section 6.2(a)(i) as modified by Section 6.2(b) (other than claims with respect to Section 3.1 (Organization), Section 3.2 (Capitalization), Section 3.3 (Due Authorization), Section 3.7 (Tax Matters), Section 3.18 (Brokers) and Section 3.19 (Relationship with Related Persons) (collectively, the “Seller Fundamental Reps”), for which this Section 6.5(a) shall not apply) and Section 6.3(a) (other than claims with respect to Section 4.1 (Organization), Section 4.2 (Due Authorization), and Section 4.6 (Brokers), for which this Section 6.5(a) shall not apply), as applicable, until the total of all Losses with respect to such matters exceeds €370,000, which constitutes One Percent (1.0%) of the Base Price, and then only for the amount by such Losses exceed $200,000. (b) No Seller shall have any Liability beyond his or its Pro Rata Share of 7.5% of the Base Price (i.e., for Novasep 5.98% and for Xxxxxxx 1.52%, unless Section 6.2(b) applies, in which case Novasep’s Pro Rata Share shall be 7.5% of the Base Price) for any Losses incurred by the Purchaser Indemnified Parties pursuant to Section 6.5(a) (other than the Seller Fundamental Reps, for which this Section 6.5(b) shall not apply) in the aggregate. (c) No Seller shall be required to provide indemnification under this Article 6 in an aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to in excess of the portion of the Pro Rata Share of the Purchase Price (including any Escrow Funds). The Purchaser shall not be required to provide indemnification under this Article 6 in an aggregate amount in excess of the Purchase Price. (d) The Indemnified Parties’ right to indemnification pursuant to this Article 6 on account of any Losses will be reduced by all insurance or other third party indemnification or contribution proceeds actually received by Seller at the Closing Indemnified Parties in respect of those Losses. The Indemnified Parties shall remit to the party from which such Indemnified Party is seeking indemnification under this Article 6 (the “Indemnifying Party”), for the benefit of such other party, any such insurance or other third party proceeds that are paid to the Indemnified Parties with respect to Losses for which the Indemnified Parties have been previously indemnified pursuant to this Article 6. (e) The Purchaser Indemnified Parties’ right to indemnification will be satisfied first from the Escrow Fund, subject to the terms of the Escrow Agreement; provided, however, notwithstanding the forgoing, that the Purchaser Indemnified Parties shall have the right to satisfy any amounts due to the Purchaser Indemnified Parties’ under Section 3.3(a)(i)5.3(h) from either Novasep or the Escrow Fund. (f) Notwithstanding the other provisions of this Section 6.5 or Article 6, as adjusted pursuant to the limitations set forth in this Section 3.46.5 and Article 6 shall not apply in the case of fraud, intentional misrepresentation or willful misconduct of a party hereto; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to this Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)6.5(f) shall be limited have no effect on Section 6.2(b), such that any fraud, intentional misrepresentation or willful misconduct of Novasep shall not affect the limitations with respect to Xxxxxxx and any fraud, intentional misrepresentation or willful misconduct of Xxxxxxx shall not affect the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, limitations with respect to the extent any Escrow Funds remain in the Escrow AccountNovasep. (bg) Except for (i) For purposes of the parties’ indemnification obligations under this Article 6, all of the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Agreement that are qualified as to “material,” “materiality,” “material respects,” or words of similar import or effect shall be deemed to have been made without any such qualification for purposes of determining the amount of Losses resulting from, arising out of or relating to any such breach of representation or warranty (other than “material adverse effect” in Section 12.4(b), a “Survival Period”3.10). (ch) None In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential, special or indirect damages (other than incidental), including loss of future revenue or income, loss of business reputation or opportunity relating to the Company, Seller, Buyerbreach or alleged breach of this Agreement or any Ancillary Documents, or any officer, director, employee, Affiliate or Related Party damages based on any type of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedmultiple. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable Sellers’ indemnification obligation under this ARTICLE XII Section 14.04(b) shall be limited to an amount equal to the portion only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i)Closing, as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except except for (i) the any breach of Seller’s representations in Sections 5.01, 5.02, 5.03 and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), 5.04 (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and indefinitely, (ii) the representations any breach of Section 5.08 and warranties of the Company contained in Section 4.17 (Taxes)5.20, which shall survive the Closing for until sixty (60) days after the expiration of the applicable statute of limitations limitations, and (iii) any breach of Section 5.31, which shall survive Closing until sixty (60) days after the expiration of the applicable to such Taxes plus 60 days, all other statute of limitations. The remainder of this Agreement (including Buyer’s representations and warranties of Seller, the Company and Buyer in Article VI) shall survive the Closing for a period indefinitely except as may otherwise be expressly provided herein. Representations, warranties, covenants and agreements shall be of six (6) months no further force and effect after the Closing Date date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (each period b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of survival set forth in this all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 12.4(b14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), a “Survival Period”)then Sellers shall have no obligation under Section 14.04(b) with respect to any such Losses. If the total amount of all Buyer Losses exceeds the Basket, then Sellers’ obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of the Basket. (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) Other than with respect to any representation or warranty the Fundamental Representations and any claims arising therefrom or related thereto after Sections 5.08, 5.20 and 5.31, the expiration obligations of Sellers under Section 14.04(b) shall be limited to twenty percent (20%) of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedUnadjusted Purchase Price. (d) Notwithstanding anything to the contrary herein, Seller In no event shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect Party be liable to any claims asserted by Buyer pursuant to Section 12.1 other Party or their respective indemnitees for a breach any consequential or incidental damages or lost profits, unless the same are part of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer Third Party claim for which a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)Party is seeking indemnification hereunder. (e) Any payments made For purposes of determining the amount of Losses that may be subject to Sellerindemnification under Sections 14.03(b) or 14.04(b), the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment words “Seller Material Adverse Effect,” “material adverse effect,” “material,” “materially,” and words of similar import in the Purchase Price for Tax purposes applicable representations and warranties shall be treated as such by Buyer and Seller on their Tax Returnsdisregarded.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable Sellers' indemnification obligation under this ARTICLE XII Section 14.04(b) shall be limited to an amount equal to the portion only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i)Closing, as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except except for (i) the any breach of Seller's representations in Sections 5.01, 5.02, 5.03 and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), 5.04 (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and indefinitely, (ii) the representations any breach of Section 5.08 and warranties of the Company contained in Section 4.17 (Taxes)5.20, which shall survive the Closing for until sixty (60) days after the expiration of the applicable statute of limitations limitations, and (iii) any breach of Section 5.31, which shall survive Closing until sixty (60) days after the expiration of the applicable to such Taxes plus 60 days, all other statute of limitations. The remainder of this Agreement (including Buyer's representations and warranties of Seller, the Company and Buyer in Article VI) shall survive the Closing for a period indefinitely except as may otherwise be expressly provided herein. Representations, warranties, covenants and agreements shall be of six (6) months no further force and effect after the Closing Date date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (each period b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of survival set forth in this all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 12.4(b14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), a “Survival Period”)then Sellers shall have no obligation under Section 14.04(b) with respect to any such Losses. If the total amount of all Buyer Losses exceeds the Basket, then Sellers' obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of the Basket. (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) Other than with respect to any representation or warranty the Fundamental Representations and any claims arising therefrom or related thereto after Sections 5.08, 5.20 and 5.31, the expiration obligations of Sellers under Section 14.04(b) shall be limited to twenty percent (20%) of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedUnadjusted Purchase Price. (d) Notwithstanding anything to the contrary herein, Seller In no event shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect Party be liable to any claims asserted by Buyer pursuant to Section 12.1 other Party or their respective indemnitees for a breach any consequential or incidental damages or lost profits, unless the same are part of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer Third Party claim for which a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)Party is seeking indemnification hereunder. (e) Any payments made For purposes of determining the amount of Losses that may be subject to Sellerindemnification under Sections 14.03(b) or 14.04(b), the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment words “Seller Material Adverse Effect,” “material adverse effect,” “material,” “materially,” and words of similar import in the Purchase Price for Tax purposes applicable representations and warranties shall be treated as such by Buyer and Seller on their Tax Returnsdisregarded.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum No party shall have any right to seek indemnification under this Agreement with respect to Losses contemplated by Article VII, Section 9.2 or Section 9.3 that would otherwise be indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed US$1,000,000 in the aggregate amount for which Seller may (the “Threshold”), provided that Losses contemplated by Article VII, Section 9.2 or Section 9.3 must equal or exceed US$25,000 to count towards the Threshold and to be indemnifiable pursuant to such sections, it being understood by the parties that once the Threshold has been exceeded then the Indemnifying Party shall be liable for all Losses (other than Losses that are less than US$25,000), including those Losses comprising the Threshold; provided, however, that the provisions of this Section 9.6(a) shall not apply to (x) any breach by Sellers of the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5, and Section 4.29, or (y) the failure by any party to this Agreement to perform any unwaived covenant or agreement in this Agreement on its part to be performed. After the Closing, the remedies provided by Article VII or this Article IX shall be the sole and exclusive remedy for the parties to this Agreement with respect to any dispute arising from, or related to, this Agreement, except in the case of fraud and except that injunctive relief (including specific performance) shall continue to be available to the extent such remedy is in respect of a then surviving representation, warranty, covenant or agreement. (b) Notwithstanding any provision of this Agreement, the aggregate liability of Sellers under Article VII and this ARTICLE XII Article IX shall be limited to an amount equal to US$35,000,000; provided, however, that the limitation set forth in this Section 9.6(b) shall not apply to (i) any breach by Sellers of the representations, warranties and covenants contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5 and Section 4.29, or (ii) the failure by Sellers to perform any unwaived covenant or agreement in this Agreement on its part to be performed. Notwithstanding any provision of this Agreement, solely with respect to any breach by Sellers of the representations, warranties and covenants contained in Section 4.29, the liability of Sellers shall be limited to an amount equal to the portion Purchase Price. Furthermore, subject to the preceding provisions of this Section 9.6(b), prior to (but not on or after) the Escrow Termination Date, Sellers’ indemnification obligations hereunder shall be satisfied solely out of the Purchase Price actually received assets held by Seller at the Closing Escrow Agent pursuant to Section 3.3(a)(i2.3; provided, however, that if the aggregate value of the Stock Consideration in escrow has been reduced as a result of an indemnifiable breach of a representation or warranty made by Sellers in Article IV and as a result of such breach, the aggregate value of the assets in escrow is insufficient to satisfy any such indemnification obligation up to $35 million (or, in the event Sellers have previously paid amounts under the indemnification provisions of this Agreement, an amount equal to $35 million less such amounts previously paid), as adjusted then to the extent such reduction in value was the result of the indemnifiable breach of representation or warranty by Sellers, Sellers shall be liable in respect of such indemnification obligations severally and not jointly (with such liability assigned based upon the identity of the misrepresenting party); provided, further, however, that Sellers’ indemnification obligations in respect of the matters addressed in the proviso to the first sentence of this Section 9.6(b) and the matters addressed in the second sentence of this Section 9.6(b) shall not be limited to the assets, if any, held by the Escrow Agent pursuant to Section 3.42.3, but instead, shall be satisfied first out of such assets, and thereafter Sellers shall remain liable in respect of any such indemnification obligations that remain unstatisfied out of such escrowed assets, with such liability being assigned severally and not jointly. Except as expressly otherwise provided in Section 2.3(b) and the introduction to Article IV, the liability of Sellers under this Agreement shall be several and not joint. (c) Notwithstanding any provision of this Agreement, the liability of Buyer under this Article IX shall be limited to an amount equal to US$35,000,000; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival limitation set forth in this Section 12.4(b), a “Survival Period”). (c9.6(c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted the failure by Buyer for a breach of the Fundamental Representations to perform any unwaived covenant or the representations and warranties of the Company contained agreement in Section 4.17 (Taxes)this Agreement on its part to be performed. (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller the KM Member may be liable for breaches of the representations and warranties of KM Member and the Company under this ARTICLE XII Article XI shall be limited to an amount equal to the portion 15.0% of the Final Purchase Price actually received by Seller at (the Closing pursuant to Section 3.3(a)(i“Cap”), as adjusted pursuant to Section 3.4; provided, however, that the Cap shall not apply with respect to any Claims asserted by the Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.14 (Taxes). Excluding liabilities for breaches of the representations and warranties of KM Member and the Company under Sections 4.8, 4.14 and 5.4 and liability for breaches of the covenants set forth in Article XII (which liabilities shall not be limited in any respect), the maximum aggregate amount for which Seller the KM Member may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) under this Agreement shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow AccountBase Purchase Price. (b) Except for (i) the representations and warranties of (A) Seller the KM Member contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 5.3(a), (b) and (c) (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Brokers Fees) and Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the KM Member and the Company contained in Section 4.1 4.1(a) (Corporate Organization), Section 4.2 (QualificationCapitalization), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) Sections 4.4(a)(i) and Section 4.5 (a)(iv) (Noncontravention), Section 4.8 (Brokers Fees), Section 4.12(l) (other than with respect to the Credit AgreementContingent Liability Contracts) and Sections 4.32(a), 4.32(b) and 4.32(c) (Xxxx Interest) (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) the Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 6.7 (BrokersBrokers Fees), each of which representations and warranties shall survive the Closing indefinitely and indefinitely, provided, however, that Section 4.32(c) shall survive the Closing until the Xxxx Interest Termination Date (as defined in the LLC Agreement); provided, further, that any Claim in respect of Section 4.32(c) accruing on or prior to the Xxxx Interest Termination Date shall survive the Closing indefinitely, (ii) the representations and warranties of the KM Member and the Company contained in Section 4.17 4.14 (Taxes) and in Section 4.13 (Employee Matters), which shall survive the Closing for the applicable statute of limitations applicable to such Taxes plus 60 30 days, all other representations and warranties of Sellerthe KM Member, the Company and the Buyer and agreements or covenants of the KM Member, the Company or the Buyer to be performed entirely prior to the Closing shall survive the Closing for a period of six (6) 12 months after the Closing Date and (iii) agreements or covenants of the KM Member, the Company or the Buyer to be performed, in whole or in part, after the Closing shall survive in accordance with their respective terms; provided, however, that the KM Member’s obligations in respect of Section 11.1(b) shall survive the Closing for the applicable statute of limitations plus 30 days (each period of survival set forth in this Section 12.4(b11.4(b), a “Survival Period”). (c) None of the Company, Sellerthe KM Member, the Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller the KM Member or the Buyer shall have any liability Liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation representation, warranty, agreement or warranty covenant and any claims Claims arising therefrom or related thereto after the expiration of the applicable Survival Period for such representation representation, warranty, agreement or warrantycovenant; provided, that if a claim Claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim Claim shall survive until it is satisfiedfully resolved. (d) the Buyer shall not assert any Claims pursuant to Section 11.1 for a breach of a representation or warranty that involves total Losses of less than $200,000 (the “De Minimis Amount”) arising out of the same occurrence or matter; provided, however, that the De Minimis Amount shall not apply with respect to any Claims asserted by the Buyer for a breach of the Fundamental Representations or the representations and warranties of the KM Member and the Company contained in Section 4.14 (Taxes). (e) Notwithstanding anything to the contrary herein, Seller the KM Member shall not have any obligation to defend, indemnify and or hold harmless the Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) harmless with respect to any claims Claims asserted by Buyer pursuant to Section 12.1 11.1 for a breach of a representation or warranty unless the aggregate amount of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to all such claims exceed Claims exceeds 2% of the Final Purchase Price (the “Deductible”), and in the event the value of Losses pursuant to such claims Claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 11.1 to such claimsClaims; provided, however, that the Deductible shall not apply with respect to any claims Claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the KM Member and the Company contained in Section 4.17 4.14 (Taxes). (ef) Any payments made to Sellerthe KM Member, the Company or the Buyer pursuant to this ARTICLE XII Article XI shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer the Buyer, the KM Member and Seller the Company on their Tax Returns. (g) The amount recoverable by the Buyer or its Affiliates, or the officers, managers, directors, employees or agents thereof, hereunder in respect of any Loss shall be reduced by any insurance or indemnity proceeds actually received by such Person or the Company with respect to such Loss (minus the reasonable out-of-pocket costs incurred in obtaining such recovery). (h) The KM Member shall be subrogated to the rights of the Buyer or its Affiliates, or the officers, managers, directors, employees or agents thereof, against any insurer, indemnitor, guarantor or other Person with respect to the subject matter of a Loss subject to indemnification by the KM Member pursuant to Section 11.1 to the extent that the KM Member pays the Buyer or its Affiliates, or the officers, managers, directors, employees or agents thereof, with respect to such Loss. The Buyer and its Affiliates, and the officers, managers, directors, employees and agents thereof, as the case may be, shall assign or otherwise reasonably cooperate with the KM Member in the pursuit of any claims against, and any efforts to recover amounts from, such other Person for any such Losses for which the Buyer or its Affiliates, or the officers, managers, directors, employees or agents thereof, has been paid. The Buyer or its Affiliates, or the officers, managers, directors, employees or agents thereof, as the case may be, shall remit to the KM Member, within five (5) Business Days after receipt, any insurance proceeds or other third-party payment that is received by such Person and which relates to Losses for which (but only to the extent) such Person has been previously compensated hereunder (minus the reasonable out-of-pocket costs incurred in obtaining such recovery). The Buyer shall be liable for the failure by any of its Affiliates, or its or their officers, managers, directors, employees or agents, to comply with the provisions of this Section 11.4(h).

Limits on Indemnification. Notwithstanding anything The maximum aggregate liability that the Buyer, on one hand, and the Seller, on the other hand, shall have with respect to claims for indemnification under this Section 11 will be $720,000 with respect to the contrary contained Buyer’s indemnification obligations (“Buyer Cap”) and the amount then available in this Agreement: the Escrow (the “Seller Cap”) with respect to the Seller’s indemnification obligations, other than with respect to indemnification matters relating to (a) The (i) Section 4.14 (Taxes), (ii) Section 4.16 (Environmental Matters) including matters disclosed on Schedule 4.16, (iii) Section 4.23 (Employee Benefits), (iv) Section 4.3 (Authorization), (v) Section 4.21 (Title to Property and Assets) (vi) Section 5.2 (Agreement) (vii) Section 9.9 (Detroit Matter) and subsection 9.10.2 (Non-Assignable Assets) for which the maximum aggregate amount for which Seller may be liable under this ARTICLE XII liability shall be limited to an the amount equal to the portion of the Purchase Price, and (b) (i) fraud, misrepresentation, intentional misconduct or bad faith, (ii) Obligations of Seller and the Buyer for their respective fees and expenses associated with the transactions contemplated herein, (iii) adjustments to Purchase Price actually received by Seller at with respect to the Closing pursuant Division’s Working Capital, (iv) any indemnification matters relating to Section 3.3(a)(i4.19 (Accounts Receivable) or Buyer’s enforcement of Section 13.4 (v) any indemnification matters relating to the matters disclosed on Schedule 4.4.1 and Schedule 4.7 and (vi) indemnification matters under Section 11.1(a)(iv), 11.1(a)(vii), 11.2(a)(iv) and 11.2(a)(vi) for which the maximum aggregate liability shall not be limited. Collectively, the items specified in subsections (a) and (b) above are referred to as adjusted pursuant the “Carve-Outs”. The Buyer, on one hand, and the Seller, on the other hand, shall not be required to Section 3.4indemnify and hold harmless for Damages until the aggregate amount of Damages accruing against the Buyer, on one hand, and the Seller, on the other hand, exceeds Seventy-Five Thousand Dollars ($75,000) (the “Threshold Amount”), after which the responsible party shall be obligated for all such Damages, without regard to the Threshold Amount; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than Damages with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member InterestsCarve-Outs and EBITDA Payment(s) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defendbe subject to, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returnspayable without regard to, the Threshold Amount.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate no amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to payable by the portion of Companies, the Purchase Price actually received by Xxxxxx Parties, or the French Parties (collectively, the "Seller at the Closing Indemnifying Parties") pursuant to Section 3.3(a)(i11.2(a)(i), as adjusted Section 11.2(a)(iii), 11.2(b)(i) or 11.2(c)(i) until the aggregate amount of all claims for Damages that are collectively indemnifiable by such party(ies) pursuant to such sections exceeds $250,000 (the "Threshold Amount") at which time each Buyer Indemnified Party shall, subject to Section 11.3(d), be indemnified dollar for dollar for the full amount of such indemnification, without any deduction for the Threshold Amount; provided, that the Threshold Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches of representations and warranties set forth in Section 5.1 (Ownership of Stock), Section 5.2 (Seller Authority; Enforceability), Section 5.3 (Consents and Approvals (Seller)), Section 5.4 (No Conflicts; No Violations (Seller)), Section 5.5 (Brokers and Finders), Section 5A.2 (Consents and Approvals (Xxxxxx/French)), Section 5A.3 (No Conflicts; No Violations (Xxxxxx/French)), Section 6.1 (Company Organization and Good Standing; Authority; Enforceability), Section 6.2 (Capitalization), Section 6.13 (Taxes), Section 6.22 (Brokers and Finders) or fraud, which breaches shall be indemnified against in their entirety; provided further, that no Seller Indemnifying Parties shall be obligated to indemnify any Indemnified Party with respect to a matter resulting in a breach or inaccuracy in a representation or warranty set forth in this Agreement or any Other Document, unless the Damages incurred by such Indemnified Parties with respect to such matter exceed $10,000 (the "Minimum Threshold") (for the avoidance of doubt, if Damages for any such matter is equal to or less than $10,000, such Damages shall be excluded for purposes of determining the Threshold Amount); (b) no amount shall be payable by the Buyer or AHI (together, the "Buyer Indemnifying Parties") pursuant to Section 3.411.2(d)(i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 11.2(d)(i) exceeds the Threshold Amount at which time each Seller Indemnified Party shall, subject to Section 11.3(c), be indemnified dollar for dollar for the full amount of such indemnification without any deduction for the Threshold Amount; provided, however, that the maximum aggregate amount Threshold Amount shall not apply to claims for which Seller may be liable pursuant Damages arising out of, resulting from or incident to Section 12.1 for any (i) breaches by Buyer of representations or warranties (other than the Fundamental Representations or the Company’s its representations and warranties set forth in Section 4.17 7.1 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Buyer Organization and Good Standing), Section 5.2 7.2 (Authorization of AgreementBuyer Authority; Enforceability) and Section 7.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety, or (ii) fraud; provided further, that no Buyer Indemnifying Parties shall be obligated to indemnify any Indemnified Party with respect to a matter resulting in a breach or inaccuracy in a representation or warranty set forth in this Agreement or any Other Document unless the Damages incurred by such Indemnified Parties with respect to such matter exceed the Minimum Threshold (for the avoidance of doubt, if Damages for any such matter is equal to or less than $10,000, such Damages shall be excluded for purposes of determining the Threshold Amount); (c) the maximum aggregate amount of Damages for which indemnity may be recovered from the Companies pursuant to Section 11.2(a) shall be an amount equal to $10,000,000.00 less the aggregate amount of Damages paid by the Sellers pursuant to Section 11.2(a) (the "Seller Indemnification Cap"); provided, that the Seller Indemnification Cap shall not apply to claims for Damages arising out of, resulting from, in connection with, or incident to (i) a breach of an agreement set forth in Article 2 (Sale and Purchase of Shares), (ii) breaches of representations and warranties set forth in Section 5.3 (Noncontravention) Consents and Approvals (other than with respect to the Credit AgreementSeller)), Section 5.4 (BrokersNo Conflicts; No Violations (Seller)), Section 5.6 5A.2 (Ownership Consents and Approvals (Xxxxxx/French)), Section 5A.3 (No Conflicts; No Violations (Xxxxxx/French)), Section 6.1 (Company Organization and Good Standing; Authority; Enforceability), Section 6.2 (Capitalization), Section 6.5 (Consents and Approvals (Companies)), Section 6.6 (No Violations (Companies)), or Section 6.22 (Brokers and Finders), or (iii) fraud. (d) the maximum aggregate amount of Member InterestsDamages for which indemnity may be recovered from Buyer pursuant to Section 11.2(d) shall be an amount equal to $3,000,000 (the "Buyer Indemnification Cap"); provided, that the Buyer Indemnification Cap shall not apply to claims for Damages arising out of, resulting from, in connection with or incident to (i) a breach of an agreement set forth in Article 2 (Sale and Section 5.7 (TitlePurchase of Shares), (Bii) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization breaches of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained set forth in Section 6.1 7.1 (Buyer Organization and Good Standing), Section 6.2 7.2 (Authorization of Agreement), Section 6.3 (NoncontraventionBuyer Authority; Enforceability) and Section 6.9 7.6 (BrokersBrokers and Finders), each of which representations and warranties shall survive the Closing indefinitely and or (iiiii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)fraud. (e) Any the maximum aggregate amount of Damages for which indemnity may be recovered from any of the Xxxxxx Parties, on the one hand, and the French Parties, on the other hand, pursuant to Section 11.2(a), 11.2(b) and 11.2(c) shall be an amount that is equal to Five Million Dollars ($5,000,000) less fifty percent (50%) of Damages paid by the Companies pursuant to Section 11.2(a); provided, that any recovery from the Escrow Amount shall be counted toward such $5,000,000 limitation; and provided, further, that such limitation shall not apply to claims for Damages arising out of, resulting from, in connection with, or incident to (i) breaches of representations and warranties set forth in Section 5.1 (Ownership of Stock), Section 5.2 (Seller Authority; Enforceability), Section 5.5 (Brokers and Finders) or Section 6.1 (Company Organization and Good Standing; Authority; Enforceability); Section 6.2 (Capitalization); or Section 6.22 (Brokers and Finders) or (ii) fraud. (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in the Financial Statements that are specifically identified with respect thereto; (g) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments made or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse the appropriate Seller Indemnifying Parties for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to Sellerthe realization of such reductions of Damages); (h) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had knowledge, on or before the date hereof, of a breach of a representation, warranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 11.2, the Company Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party's rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or Buyer pursuant arrangement, with respect to this ARTICLE XII shall constitute an adjustment such recovered Damages subject to the subrogation rights of any insurer providing insurance coverage under one of the Purchase Price for Tax purposes Indemnified Party's policies and shall be treated as such except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by Buyer and Seller on their Tax Returnsthe terms of the applicable insurance policy.

Limits on Indemnification. (a) No claim may be asserted against any party for breach of any representation or warranty contained in this Agreement, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to May 30, 2007 (the “Claim Deadline”) in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. Notwithstanding the foregoing, there shall be no Claims Deadline applicable to a claim raised with respect to a breach of Sections 5.2, 5.3(a)-(e), 5.2A, 5.3A, 7.4 and 7.11 hereof. In addition, no claim may be asserted against Marriott for breach of any of CTF’s or Marriott’s representations or warranties to the extent that (i) the Title Materials, or (ii) the reports of the Structural and Environmental Consultants contain information that is inconsistent with such representations or warranties. (b) Notwithstanding anything to the contrary contained in this Agreement: , with respect to each Fee Property, Target or Leasehold Interest: (ai) The maximum aggregate amount for which Seller may Marriott shall not be liable under this ARTICLE XII shall be limited to an amount equal to the portion for any claim for indemnification of the Purchase Price actually received by Seller at the Closing $5,000.00 or less pursuant to Section 3.3(a)(i10.1(a), as adjusted pursuant to Section 3.4; provided10.1(b), howeveror 10.3 resulting from any single claim or aggregated claims arising out of the same facts, that events or circumstances (the “De Minimus Amount”), (ii) Marriott shall not be liable unless and until the aggregate amount of indemnifiable Losses which may be recovered from Marriott on account of all claims equals or exceeds $50,000 (the “Threshold Amount”), at which time Marriott shall be liable for all such Losses, (iii) the maximum aggregate amount for of indemnifiable Losses which Seller may be liable pursuant recovered by Purchaser Indemnified Parties arising out of or relating to the causes set forth in Section 12.1 10.3(a), 10.3(b), 10.3(c) or 10.3(d) in relation to any single Fee Property, Target or Leasehold Interest shall equal fifty percent (50%) of the Preliminary Allocated Price in respect of such Fee Property, Target or Leasehold Interest, as the case may be (the “Indemnification Limit”), (iv) no party hereto shall have any liability under any provision of this Agreement for any breaches of representations punitive, consequential, incidental, special or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited indirect damages, relating to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from or alleged breach of this Agreement. Notwithstanding the Escrow Accountforegoing, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standingthe Indemnification Limit applicable to Losses related to a breach of a representation, warranty or covenant under Sections 5.2, 5.3(a)-(e), Section 5.2 (Authorization 5.2A and 5.3A shall be the Preliminary Allocated Price of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) each Target and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of De Minimus Amount and the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties Threshold Amount shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations not be applicable to such Taxes plus 60 daysLosses related to a breach of a representation, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this warranty or covenant under Section 12.4(b), a “Survival Period”5.13(b)(iv). (c) None For all purposes of the Companythis Article 10, Seller, Buyer, “Losses” shall be net of (i) any insurance (other than any self-insured retention program) or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever other recoveries paid (whether pursuant subject to this Agreement or otherwiseSection 10.8) with respect by a third-party to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party or its Affiliates in connection with the facts, events or circumstances giving rise to the Indemnifying right of indemnification and (ii) any net Tax benefit available to such Indemnified Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its AffiliatesAffiliates arising in connection with the accrual, and the officers, managers, directors, employees and agents thereof) with respect to incurrence or payment of any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of such Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed including the Deductible, and in the event the net present value of Losses pursuant to such claims exceed the Deductible, only the value of Losses any Tax benefit arising in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxessubsequent taxable years). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.

Limits on Indemnification. Notwithstanding anything to the contrary contained Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in this Agreement: (a) The maximum aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i)respect thereof, as adjusted pursuant to Section 3.4; providedall covenants, howeveragreements, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations representations, and warranties and the related indemnities made hereunder or pursuant hereto or in Section 4.17 (Taxes)) shall be limited to connection with the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer transactions contemplated hereby shall survive the Closing for a period of six eighteen (618) months after months, provided (a) the representations, warranties and covenants contained in Sections 3.1 (Due Authorization), 3.6 (Capital Stock; Title to Shares), 3.7 (Convertible Securities, Options, Etc.), 3.13 (Taxes), 3.25 (Employee Benefits), 4.2 (Due Authorization), 4.4 (Investment), 4.9 (Issuance of Global Shares), 5.5 (Access), 6.1 (General), 6.2 (Transition), 6.3 (Confidentiality), 6.4 (Covenant Not to Compete), 6.5 (Additional Tax Matters), and 6.7 (Shut Down Costs) and Article VIII of this Agreement, and the related indemnities, as well as the right to make any claim for fraud, shall survive the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after until the expiration of the Survival Period applicable statutes of limitations for such representation determining or warranty; providedcontesting tort or contract claims, that if a claim for indemnification is given in writing by Tax liabilities or fraud, as the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claimscase may be; provided, however, that the Deductible indemnities provided in Section 8.1(a)(B), (C) or (D) shall in any event expire no later than the fourth anniversary of the Closing Date, (b) the representations, warranties and covenants contained in Sections 3.2 (Title to Shares), and 3.4(b) and (c) (Subsidiaries) of this Agreement, and the related indemnities, shall survive the Closing indefinitely and not expire, and (c) all other covenants set forth in Article VI which have specific expiration terms as set forth herein shall expire as of the dates set forth therein. Notwithstanding the foregoing, any indemnification claims made prior to the expiration of the applicable statute of limitations or period set forth in the preceding sentence, shall continue after such date until finally resolved. The Sellers shall not apply with respect be obligated to pay any amounts for indemnification under this Article VIII (other than Individual Obligations) until the aggregate indemnification obligations hereunder exceeds $1,000,000 (the “Deductible”) (Purchase Price adjustments pursuant to Sections 2.6, 2.7, 2.8 and 2.9 and any liability pursuant to Section 6.5, 6.6 or 6.7 shall not be included in the calculation of the Deductible, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought solely to the extent in excess of the Deductible. For purposes of Section 8.1 or 8.5, any requirement in any representation or warranty of Parent or the Company 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; provided, however, that no individual claim involving less than $25,000 or series of related claims involving less than $50,000 may be sought for indemnification by the Buyer Indemnified Parties and any such small claims shall not be applied to the Deductible or the Primary Cap. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers hereunder (including Sections 2.7 and 2.8) exceed $4,000,000 (the “Primary Cap”) (except for any claims asserted by Buyer for a breach of the Fundamental Representations or the representations representations, warranties and warranties covenants of the Company contained in Section 4.17 Sellers under Sections 3.1(Due Authorization), 3.2 (Title to Shares), 3.4(b) or (c) (Subsidiaries), 3.6 (Capital Stock; Title to Shares), 3.7 (Convertible Securities, Options, Etc.), 3.13 (Taxes). , 3.25 (eEmployee Benefits), 6.4 (Covenant Not to Compete), 6.5 (Additional Tax Matters) Any payments made and the indemnity provisions of Sections 8.1(a)(B) or (D) and any claims for fraud). In no event shall the aggregate liability of the Parent and the Sellers to Seller, Buyer Indemnified Parties for breaches of Section 8.1(a)(B) and (D) in the Company aggregate exceed the amount equal to (x) $12,000,000 less (y) the aggregate amount of claims paid by Sellers under the Primary Cap. In no event shall the aggregate liability of (i) the Parent and the Sellers to the Buyer Indemnified Parties under this Agreement and the Transaction Documents or Buyer pursuant and/or Global to any Seller Indemnified Party for indemnification under this ARTICLE XII shall constitute an adjustment Agreement and the Transaction Documents exceed $50,000,000 (the “Cap”) other than claims for fraud and (ii) any Member to the Buyer Indemnified Parties under this Agreement and the other Transaction Documents exceed such member’s pro rata share of the Cap based on such Member’s share of the Purchase Price for Tax purposes (excluding Funded Indebtedness) as if such amount was distributed to the Members immediately following the Closing pursuant to the terms of the Parent’s Organizational Documents and Governing Documents and further provided that such individual portion of the Cap shall not exceed the amount of the Purchase Price actually distributed to such Member or its transferees (their “Pro Rata Limitation”). However, nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies or in the amount of damages that it can recover from the Sellers or Buyer in the event that Buyer or the Sellers successfully prove fraud by the other in connection with this Agreement, including the Financial Statements or the Disclosure Schedules attached hereto; provided, however, that (i) no particular member of Parent shall be treated as liable for the fraud of any other member of Parent and (ii) no particular member of Parent shall be liable for more than their Pro Rata Limitation for any fraud committed by Parent and/or the Companies unless Buyer successfully proves fraud by such member of Parent. Any settlement of a claim brought against an Indemnified Party must be consented to in writing by the Indemnified Party, and such consent shall not unreasonably be withheld, provided, however, that the Parent shall have the absolute right to settle any and all claims to the extent that payment for such claim is made solely from the Escrow Sum. Neither Buyer and Seller on their Tax Returnsnor the Sellers shall be liable for punitive damages pursuant to any claim made by another party to this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable Sellers’ indemnification obligation under this ARTICLE XII Section 14.04(b) shall be limited to an amount equal to the portion only apply if Buyer has provided Sellers with written notice claiming indemnification within twelve (12) months of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i)Closing, as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except except for (i) the any breach of Seller’s representations in Sections 5.01, 5.02, 5.03 and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), 5.04 (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and indefinitely, (ii) the representations any breach of Section 5.08 and warranties of the Company contained in Section 4.17 (Taxes)5.20, which shall survive the Closing for until sixty (60) days after the expiration of the applicable statute of limitations limitations, and (iii) any breach of Section 5.31, which shall survive Closing until sixty (60) days after the expiration of the applicable to such Taxes plus 60 days, all other statute of limitations. The remainder of this Agreement (including Buyer’s representations and warranties of Seller, the Company and Buyer in Article VI) shall survive the Closing for a period indefinitely except as may otherwise be expressly provided herein. Representations, warranties, covenants and agreements shall be of six (6) months no further force and effect after the Closing Date (each period date of survival set forth in this Section 12.4(b)their expiration, a “Survival Period”). (c) None provided that there shall be no termination of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or otherwiseagreement prior to its expiration date. (b) Other than with respect to the Fundamental Representations and Sections 5.08, 5.20 and 5.31, if the total amount of all Losses that Buyer Indemnitees have the right to assert against Sellers under Section 14.04(b) (“Buyer Losses”) does not exceed two percent (2%) of the Unadjusted Purchase Price (the “Basket”), then Sellers shall have no obligation under Section 14.04(b) with respect to any representation or warranty and any claims arising therefrom or related thereto after such Losses. If the expiration total amount of all Buyer Losses exceeds the Basket, then Sellers’ obligations under Section 14.04(b) shall be limited to the amount by which the aggregate amount of all Buyer Losses exceeds the amount of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedBasket. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.