Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (i) Parent's and the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. (ia) Parent's and Notwithstanding anything to the Seller's obligation contrary contained herein, no Acquiror Indemnified Party shall have a right to indemnify be indemnified for Buyer Losses under Section 9(b)(i7.02(a) of this Agreement (A) shall accrue only if unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds $[***] (the “Deductible”), and then Acquiror Indemnified Parties shall have a right to be indemnified for the amount of all such Buyer Losses exceeds One Million Dollars in excess of the Deductible. ($1,000,000b) The maximum amount of Losses for which Acquiror Indemnified Parties, in the aggregate, shall be entitled to receive indemnification under Section 7.02(a) (other than in respect of breaches of any of the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (BFundamental Representations) shall be limited in the aggregate an amount equal to Forty Million Dollars ($40,000,000) (the "Cap")[***]. (iic) The Buyer's obligation maximum amount of Losses for which Acquiror Indemnified Parties, in the aggregate, shall be entitled to indemnify for Parent Losses receive indemnification under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,0007.02(a) (solely with respect to breaches of the "Buyer Basket"Seller Fundamental Representations) and then the Buyer shall be liable for all such Parent Losses only an amount equal to the extent that such Parent Losses exceed such amountAggregate Contribution Consideration. (iiid) To Notwithstanding anything to the extent that any indemnified claim is covered by insurance held by an Indemniteecontrary in this Agreement, then without limiting the other limitations set forth in this Section 9, such Indemnitee 7.04 shall be entitled not apply to or have any effect upon any claim for indemnification hereunder only pursuant to Section 7.02 with respect to the amount Losses arising out of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceedsor resulting from fraud, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to willful misconduct or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessintentional misrepresentation. (ive) In no event For purposes of this Article VII, any inaccuracy in or breach of any representation or warranty shall Parent Losses be determined without regard to any materiality, Company Material Adverse Effect, Harvest Material Adverse Effect or Buyer Losses include punitive, indirect other similar qualification contained in or consequential damages (unless actually payable otherwise applicable to a third party)such representation or warranty.

Limits on Indemnification. Except in the case of (X) fraud or intentional misrepresentation of any representation, warranty or covenant set forth in this Agreement, in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Agreement on the part of Seller or the Shareholder (for which Seller and the Shareholder will be responsible without limitation) and (Y) the Excluded Liabilities (for which Seller and the Shareholder will be responsible without limitation): (i) Parent's and the Seller's obligation Indemnified Parties shall not be entitled to indemnify for Buyer Losses indemnification under Section 9(b)(iclause (i) of this Agreement Section 8.4(a): (A1) shall accrue only if with respect to a single course of conduct, related set of circumstances, occurrence or event unless the aggregate of all such Buyer Losses suffered by Purchaser arising therefrom exceeds One Million Five Thousand U.S. Dollars ($1,000,0005,000); (2) prior to the end of the Escrow Period, for any Losses as to which the Indemnified Parties otherwise may be entitled to indemnity hereunder (without giving effect to this clause (i)), until such Damages exceed 1.5% of the "Seller Basket") and then Parent Purchase Price listed in Section 2.3(a)(i), at the end of which Escrow Period or the aggregation of Damages greater than 1.5% of the Purchase Price listed in Section 2.3(a)(i), whichever comes first, the Indemnified Parties shall be liable entitled to recover for all such Buyer Damages; and (3) for any Losses only to in excess of the extent that Escrow Amount, all of such Buyer Losses exceed such amount and (B) shall be limited Damages in excess of the aggregate to Forty Million Dollars ($40,000,000) (Escrow Amount being the "Cap")responsibility of the Indemnified Parties. (ii) The Buyer's obligation the Indemnified Parties shall not be entitled to indemnify for Parent Losses indemnification under clauses (ii), (iii) and (vii) of Section 9(c)(i8.4(a) above shall accrue only if in the aggregate for amounts in excess of all such Parent Losses exceeds One Eight Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount8,000,000). (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee Indemnified Parties shall not be entitled to indemnification hereunder only with respect to under clauses (iv) and (v) of Section 8.4(a) in the amount of Losses that are aggregate for amounts in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessPurchase Price. (iv) In clause (v) of Section 8.4(a) shall terminate on the date that is twelve (12) months after the Closing Date and thereafter be of no event further force or effect; provided that such clause shall Parent Losses survive only to the extent of claims made under such clause prior to the date that is twelve (12) months after the Closing Date. (v) clause (vii) of Section 8.4(a) shall terminate on the date that is thirty-six (36) months after the Closing Date and thereafter be of no further force or Buyer Losses include punitive, indirect effect; provided that such clauses shall survive only to the extent of claims made under such clauses prior to the date that is thirty-six (36) months after the Closing Date. (vi) clauses (iv) and (vi) of Section 8.4(a) shall terminate on the date that is seventy-two (72) months after the Closing Date and thereafter be of no further force Asset Purchase Agreement Execution Version or consequential damages effect; provided that such clauses shall survive only to the extent of claims made under such clauses prior to the date that is seventy-two (unless actually payable to a third party)72) months after the Closing Date.

Limits on Indemnification. (ia) Parent's and the Seller's obligation to indemnify for Buyer The aggregate amount of Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket"Sections 6.2(a)(i) and then Parent shall be liable for all such 6.2(b)(i) as to which Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only shall not exceed $1,500,000. Subject to the limitation of the preceding sentence, notwithstanding any other provision of this Agreement or the Employment Agreement and in addition to any other rights and remedies available to Buyer, (i) KKI hereby acknowledges and agrees that Buyer shall have the right of set-off and reduction against any and all Earnout Shares now or hereafter owed to KKI under this Agreement in respect of all Losses specified in Section 6.2(a) with respect to which Buyer is entitled to indemnification under this Article VI and (ii) Xxxx hereby acknowledges and agrees that Buyer shall have the amount right of set-off and reduction against any and all amounts now or hereafter owned to Xxxx under the Employment Agreement and his proportionate share of any Earnout Shares in respect of all Losses that are referred to in excess of the cash proceeds actually received by the Indemnitee pursuant Section 6.2(b) with respect to such insurancewhich Buyer is entitled to indemnification under this Article VI. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby Buyer agrees to file claims under notify KKI or Xxxx, as the case may be, after any of its insurance policies covering claims such set-off by Buyer; provided that the failure to give such notice shall not affect the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessvalidity thereof. (ivb) In no event KKI and Xxxx shall Parent not be liable to Buyer for any Loss specified in Section 6.2 above unless the aggregate amount of all such Losses or exceeds $50,000 in the aggregate, in which case Buyer Losses include punitiveshall be entitled to be indemnified for all of its Losses, indirect or consequential damages (unless actually payable subject to a third party)the provisions of Section 6.5(a) above.

Limits on Indemnification. (a) Buyer's remedies with respect to Losses specified in Section 6.2 shall be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Indemnification Funds; PROVIDED, HOWEVER, that if (A) the aggregate amount of such Losses shall be in excess of the amount of the Indemnification Funds or (B) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to which Buyer is entitled to indemnification pursuant to Section 6.2(ii) or (iii), then Sellers shall be obligated to indemnify Buyer in respect of all such Losses not satisfied by delivery to Buyer of Indemnification Funds to the extent provided in this Article VI. Notwithstanding the foregoing, (i) Parent's and the Seller's obligation to indemnify for Buyer aggregate amount of Losses under Section 9(b)(i6.2(i) of this Agreement (A) shall accrue only if the aggregate of all such as to which Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only shall not exceed an amount equal to the Indemnification Funds; (ii) the aggregate amount of all Losses under Sections 6.2(ii) and (iii), other than Losses in respect of the Xxxxxxx Claim, as to which Buyer shall be entitled to indemnification hereunder, shall not exceed $2,500,000; and (iii) Sellers' liability for indemnification hereunder with respect to all Losses (including the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim Xxxxxxx Claim) shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessnot exceed $10,000,000. (ivb) In no event Sellers shall Parent not have any obligation to indemnify Buyer pursuant to Section 6.2(i) or (iii) hereof with respect to any Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).specified therein unless

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement, Seller shall be required to indemnify, defend or hold Purchaser harmless against or reimburse Purchaser for any Loss pursuant to Section 10.2 only if (i) ParentPurchaser shall have notified Seller in writing in accordance with ------- Section 10.5 within the applicable survival period, if any, set forth in Section 10.1, (ii) such Loss exceeds (euro) 10,000 (the "De Minimis Amount") (nor shall ------------------ losses below (euro) 10,000 be considered for purposes of calculating the (euro) 150,000 basket provided for in point (iii) below for determining the aggregate amount of Purchaser's and the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i10.2), and (iii) of this Agreement (A) shall accrue only if the aggregate of all such Buyer of Purchaser's Losses under Section 10.2 exceeds One Million Dollars ($1,000,000euro) 150,000 (the "Seller BasketIndemnification Deductible") and then Parent (in which event Seller shall be liable only for all such Buyer --------------------------- the amount of the Losses only exceeding the Indemnification Deductible); provided -------- however, that in no event shall the aggregate liability of Seller exceed an ------- amount equal to (euro) 1,000,000. (b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to indemnify, defend or hold Purchaser harmless against or reimburse Purchaser for any Losses pursuant to Section 10.2 to the extent that compensation for such Buyer Losses exceed such amount and (B) shall be limited was made through the purchase price adjustment procedures set forth in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap")Section 2.4. (iic) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim any Loss for which indemnification is provided under this Article X shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims any amounts that Purchaser has recovered under any of its insurance policies covering claims or by any third party, it being agreed and understood that Purchaser has the duty to the same extent that such Party would normally file claims timely take and efficiently and diligently carry on any and all actions necessary or opportune in order to minimize Seller's liability under its insurance policies in the ordinary course of business.this Article X. (ivd) In no event shall Parent Losses or Buyer Losses include punitiveEach party agrees that it will not seek indirect, indirect or consequential damages (unless actually payable including loss of profits) as to a third party)any matter under, relating to or arising out of this Agreement.

Limits on Indemnification. (ia) Parent's and Except for the Seller's obligation liability of the Sellers to indemnify the Buyer for Buyer Indemnifiable Losses arising under Section 9(b)(i12.2(a)(iv) hereof or any Buyer Indemnifiable Losses arising out of this Agreement a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof (A) shall accrue only if collectively, the “Special Indemnifiable Losses”), the aggregate liability of all such the Sellers to indemnify the Buyer from and against any Indemnifiable Losses exceeds One Million Dollars arising under Section 12.2(a) hereof shall be first satisfied from the Escrow Funds (or, in the case of Indemnifiable Losses arising under Section 12.2(a)(v) , solely from the Escrow Funds) and shall not exceed thirty million ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,00030,000,000) (the "Cap"), which such Cap shall include all amounts satisfied out of the Escrow Funds. With respect to Indemnifiable Losses arising under Section 12.2(b) (a “Shareholder Claim”), the breaching Holder's pro rata portion of such Indemnifiable Losses shall be satisfied by such breaching Holder individually and not from the Escrow Funds, subject to the limitations contained herein (including, without limitation, those contained in the sentence immediately following). Notwithstanding anything to the contrary herein, (i) the aggregate liability of each Seller to indemnify the Buyer from and against any Indemnifiable Losses under Section 12.2(a) hereof (other than Special Indemnifiable Losses) shall be limited to such Seller’s Pro Rata Portion of the Cap, (ii) the aggregate liability of each Seller to indemnify the Buyer from and against any Indemnifiable Losses (whether relating to Special Indemnifiable Losses or otherwise) shall be limited to such Seller’s Pro Rata Portion of such Indemnifiable Losses, (iii) the aggregate liability of each Holder to indemnify the Buyer from and against any Indemnifiable Losses arising hereunder shall be limited to the total amount of the Purchase Price paid to such Holder, (iv) the aggregate liability of Buyer to indemnify the Company and each Holder from Indemnifiable Losses hereunder shall be limited to the total amount of the Purchase Price, and (v) the aggregate liability of the Sellers under Section 12.2(a)(v) shall be limited to three hundred thousand dollars ($300,000.00) (b) Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iii) , Section 12.2(a)(iv) or Section 12.2(a)(v) hereof or any Buyer Indemnifiable Losses arising out of a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof, the Sellers will not have any obligation to indemnify the Buyer with respect to any Indemnifiable Losses arising under Section 12.2(a) until the Buyer shall first have suffered such aggregate Indemnifiable Losses in excess of two million dollars ($2,000,000) (the “Basket”) (at which point the Sellers will be obligated to indemnify the Buyer only for such Indemnifiable Losses in excess of the Basket); provided, however, that the Sellers will not have any obligation to indemnify Buyer with respect to individual Indemnifiable Losses of less than fifteen thousand dollars ($15,000) each, and such Indemnifiable Losses shall not be counted toward the Basket or the Cap; provided, further that, for purposes of determining whether an Indemnifiable Loss exceeds fifteen thousand dollars ($15,000), all Indemnifiable Losses under Section 12.2(a) arising out of or related to the same event or circumstance or a series of related events or circumstances shall be treated as one Indemnifiable Loss. (iic) The Buyer's obligation Notwithstanding anything to the contrary herein, the Sellers shall not have any liability to indemnify the Buyer for Parent Indemnifiable Losses arising under Section 9(c)(i12.2(a)(iv) above hereof until the Buyer shall accrue only if the aggregate first have suffered such Indemnifiable Losses in excess of all such Parent Losses exceeds One Million Hundred and Twenty-Five Thousand Dollars ($1,000,000125,000.00) (the "Buyer Basket"“Wrongful Death Threshold”) and then at which time, the Buyer Sellers shall be liable for all such Parent Indemnifiable Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by Wrongful Death Threshold (the Indemnitee pursuant “Wrongful Death Liability Excess”). The first One Million, Five Hundred Thousand Dollars ($1,500,000) of the Wrongful Death Liability Excess shall be satisfied from the Escrow Funds and shall be applied towards the Cap. (d) The Holders shall have no obligation to indemnify the Buyer from and against any Indemnifiable Losses arising out of the breach of any of the representations or warranties made herein unless the Buyer makes a written claim for the breach which gives rise to such insurance. If Indemnifiable Losses within the Indemnitee receives such cash insurance proceeds, then Survival Period. (e) The Holders shall have no obligation to indemnify the amount payable by Buyer from and against any Indemnifiable Losses arising out of any breach of any representation or warranty of which the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received Buyer had knowledge at or prior to or after the time such claim is paidClosing. (f) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder. Each Indemnified Party hereby agrees shall seek to file claims collect any amounts available under insurance coverage, or from any of its insurance policies covering claims other Person alleged to be responsible, for any Indemnifiable Losses to the same extent that such the Indemnified Party would normally file claims under its insurance policies in the ordinary course of businessif such Indemnifiable Loss were not subject to indemnification hereunder. (ivg) In no The amount of any Indemnifiable Losses payable under Section 12.2 by the Indemnifying Party shall be net of (i) amounts recovered or recoverable under applicable insurance policies, from any other third party with indemnification obligations or from any other Person responsible therefor and (ii) the Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Indemnifiable Losses. If an Indemnified Party receives any amounts under applicable insurance policies, from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party and provided the Indemnified Party has collected all sums due from the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party. (h) The Sellers and, to the extent applicable, the Preferred Holders, shall not be liable under Section 12.2(a) or Section 12.2(b) to the extent (i) Buyer Indemnifiable Losses relating to any matter that (A) with respect to Buyer Indemnifiable Losses arising from a warranty breach, is included in the Closing Date Net Assets or Latest Balance Sheet to the extent set forth as a specific liability or reserve or (B) the Buyer had otherwise been adequately compensated for pursuant to the Purchase Price adjustment under Section 2.3 or (ii) consequential, incidental, indirect, special or punitive damages. (i) Each Indemnified Party shall take and shall cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize the Indemnifiable Losses to the maximum content reasonably possible upon and after becoming aware of any event shall Parent which would reasonably expected to give rise to any Indemnifiable Losses. Without limiting the foregoing, the Buyer agrees to cause the Company to pursue in good faith recovery for the Wrongful Death Claim under all applicable insurance policies. (j) If an Indemnified Party receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnified Party could have recovered all or Buyer part of such Indemnifiable Losses include punitive, indirect or consequential damages (unless actually payable to from a third party)party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. (k) Except as specifically set forth in this Agreement, the Buyer waives any rights and claims it may have against the Holders, whether in law or in equity, relating to, the Company, the Stock, the Preferred Stock, or the transactions contemplated hereby. The rights and claims waived by the Buyer include, without limitation, claims for contribution or other rights of recovery arising out of or relating to any environmental, health or safety statute, law, regulation or rule, claims for breach of contract, breach or representation or warranty, negligent representation and all other claims for such breach of duty. Excluding the right to seek specific performance or other equitable relief, after the Closing, this Article 12 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement other than as provided in Sections 2.3(d)(ii) . Notwithstanding the foregoing, the Buyer does not waive any claim or right of recovery against the Sellers and Preferred Holders, and the Sellers and the Preferred Holders do not waive any claim or right of recovery against the Buyer, that are in addition to the remedies provided in this Agreement to the extent a claim or right of recovery is based on the fraud of the Sellers or Preferred Holders in the first case or based on the fraud of the Buyer in the second case.

Limits on Indemnification. (a) Other than with respect to any indemnification claim made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.12, 4.17 and 4.19(b)(i), or any claim under Sections 7.2(b)-(h), for all of which the limitations set forth in Sections 7.3(a) and (b) do not apply, no claim for indemnification shall be brought under Section 7.2 unless (i) Parent's and the Seller's obligation to indemnify for Buyer aggregate amount of all Losses under Section 9(b)(i7.2(a) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million are greater than Five Hundred Thousand Dollars ($1,000,000500,000) (the "Seller “Minimum Basket"”) at which xxxx Xxxxxx and then Parent its Subsidiaries shall be liable for all indemnity claims made by Buyer Indemnitees for the full amount of all Losses from the first dollar and (ii) the Losses suffered by the Buyer Indemnitees in connection with any individual item or series of related items exceeds Ten Thousand Dollars ($10,000); provided, however, that, notwithstanding the foregoing, with respect to any indemnification claims made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in the first sentence of Section 4.10, no claim for indemnification shall be brought under Section 7.2 unless (i) the aggregate amount of Losses with respect to such claims are greater than Fifty Thousand Dollars ($50,000) and (ii) all Losses under Section 7.2(a) have exceeded the Minimum Basket, at which xxxx Xxxxxx and its Subsidiaries shall be liable for the excess of such Losses over such Fifty Thousand Dollars ($50,000) threshold; provided, further, that, notwithstanding the foregoing, with respect to any indemnification claims made with respect to Losses arising from a claim, action or proceeding related to breaches of the representations and warranties contained in Section 4.14(d), no claim for indemnification shall be brought under Section 7.2 unless (i) the aggregate amount of Losses with respect to such claims are greater than Fifty Thousand Dollars ($50,000) and (ii) all Losses under Section 7.2(a) have exceeded the Minimum Basket, at which xxxx Xxxxxx and its Subsidiaries shall be liable for the excess of such Losses over such Fifty Thousand Dollars ($50,000) threshold. No claim for indemnification shall be brought under Section 7.4 unless (i) the aggregate amount of all Losses for which indemnification may be sought under Section 7.4 exceeds the Minimum Basket and (ii) the Losses suffered by the Seller Indemnitees in connection with any individual item or series of related items exceeds Ten Thousand Dollars ($10,000). For purposes of Sections 7.2(a) and 7.4(a), no effect shall be given to any qualification in the relevant representations and warranties as to materiality, Business Material Adverse Effect or Buyer Material Adverse Effect, as applicable. (b) Subject to Section 7.3(c) and Section 7.3(d), notwithstanding any provision of this Agreement to the contrary and except for Losses only arising out of a breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.12, 4.17 and 4.19(b)(i), the Buyer Indemnitees shall not be entitled to seek indemnification pursuant to Section 7.2(a) for any Losses in excess of Five Million Dollars ($5,000,000) in the aggregate (the “Indemnification Cap”). (c) Notwithstanding anything contained herein to the contrary, the aggregate maximum amount of indemnifiable Losses for which Seller and its Subsidiaries shall be liable under Section 7.2(a) shall be the Purchase Price. (d) Notwithstanding anything contained herein to the contrary, no claim for indemnification shall be brought with respect to damages under the Transition Services Agreement unless the aggregate amount of such Losses are greater than Five Hundred Thousand Dollars ($500,000), at which xxxx Xxxxxx and its Subsidiaries shall be liable for all indemnity claims made by Buyer Indemnitees for the full amount of all such Losses from the first dollar. The Buyer Indemnitees shall not be entitled to seek indemnification with respect to damages under the Transition Services Agreement for any Losses in excess of Five Million Dollars ($5,000,000) in the aggregate (the “Transition Services Indemnification Cap”); provided, however, that if such Losses exceed the Transition Services Indemnification Cap and result from or arise out of any occurrence, event, incident, action or failure to act on or prior to the six (6) month anniversary of the Closing Date, then the Buyer Indemnities shall be entitled to seek indemnification for the excess of such Losses over the Transition Services Indemnification Cap to the extent that such Buyer excess Losses do not exceed Two Million Five Hundred Thousand Dollars ($2,500,000), and the indemnification for such excess Losses shall only be available to the extent of, and to the extent used shall reduce dollar for dollar, the Indemnification Cap. (e) In the event that an insurance or other recovery is made by any Indemnitee (as defined herein) with respect to any Loss for which any such Indemnitee has already been indemnified and paid hereunder or paid pursuant to a suit, action or proceeding pursuant to Section 7.4 hereof, then a payment equal to the aggregate amount of the recovery (net of all direct collection expenses, the Minimum Basket and (Brelated insurance premiums) shall be limited made promptly to the Indemnitor; provided, however, that the parties acknowledge that neither party has any obligation to obtain insurance (or assign any insurance policy that is already in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"existence). (iif) The Buyer's obligation to indemnify Except for Parent Losses recovered by a third party under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer this Article VII, no party shall be liable to any other party for all any special, punitive or exemplary damages, unless such Parent Losses only to the extent that such Parent Losses exceed such amountresult from a claim based on fraud or intentional misrepresentation. (iiig) To the extent that Any Loss for which any indemnified claim Buyer Indemnified Party or Seller Indemnified Party is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount under this Article VII shall be determined without duplication of Losses that are in excess recovery by reason of the cash proceeds actually received by the Indemnitee pursuant state of facts giving rise to such insurance. If the Indemnitee receives such cash insurance proceedsLoss constituting a breach of more than one representation, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceedswarranty, whether such proceeds were received prior to covenant or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessagreement. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. Except in the case of (X) fraud or intentional misrepresentation of any representation, warranty or covenant set forth in this Agreement, in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Agreement on the part of Seller or the Shareholder (for which Seller and the Shareholder will be responsible without limitation) and (Y) the Excluded Liabilities (for which Seller and the Shareholder will be responsible without limitation): (i) Parent's and the Seller's obligation Indemnified Parties shall not be entitled to indemnify for Buyer Losses indemnification under Section 9(b)(iclause (i) of this Agreement Section 8.4(a): (A1) shall accrue only if with respect to a single course of conduct, related set of circumstances, occurrence or event unless the aggregate of all such Buyer Losses suffered by Purchaser arising therefrom exceeds One Million Five Thousand U.S. Dollars ($1,000,0005,000); (2) prior to the end of the Escrow Period, for any Losses as to which the Indemnified Parties otherwise may be entitled to indemnity hereunder (without giving effect to this clause (i)), until such Damages exceed 1.5% of the "Seller Basket") and then Parent Purchase Price listed in Section 2.3(a)(i), at the end of which Escrow Period or the aggregation of Damages greater than 1.5% of the Purchase Price listed in Section 2.3(a)(i), whichever comes first, the Indemnified Parties shall be liable entitled to recover for all such Buyer Damages; and (3) for any Losses only to in excess of the extent that Escrow Amount, all of such Buyer Losses exceed such amount and (B) shall be limited Damages in excess of the aggregate to Forty Million Dollars ($40,000,000) (Escrow Amount being the "Cap")responsibility of the Indemnified Parties. (ii) The Buyer's obligation the Indemnified Parties shall not be entitled to indemnify for Parent Losses indemnification under clauses (ii), (iii) and (vii) of Section 9(c)(i8.4(a) above shall accrue only if in the aggregate for amounts in excess of all such Parent Losses exceeds One Eight Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount8,000,000). (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee Indemnified Parties shall not be entitled to indemnification hereunder only with respect to under clauses (iv) and (v) of Section 8.4(a) in the amount of Losses that are aggregate for amounts in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessPurchase Price. (iv) In clause (v) of Section 8.4(a) shall terminate on the date that is twelve (12) months after the Closing Date and thereafter be of no event further force or effect; provided that such clause shall Parent Losses survive only to the extent of claims made under such clause prior to the date that is twelve (12) months after the Closing Date. (v) clause (vii) of Section 8.4(a) shall terminate on the date that is thirty-six (36) months after the Closing Date and thereafter be of no further force or Buyer Losses include punitive, indirect effect; provided that such clauses shall survive only to the extent of claims made under such clauses prior to the date that is thirty-six (36) months after the Closing Date. (vi) clauses (iv) and (vi) of Section 8.4(a) shall terminate on the date that is seventy-two (72) months after the Closing Date and thereafter be of no further force or consequential damages effect; provided that such clauses shall survive only to the extent of claims made under such clauses prior to the date that is seventy-two (unless actually payable to a third party)72) months after the Closing Date.

Limits on Indemnification. (i) Parent's and Notwithstanding anything to the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of contrary contained in this Agreement but subject to the proviso in this sentence: (Aa) the Seller shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall not be liable for any claim for indemnification pursuant to this Article VIII, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Seller pursuant to this Article VIII, equals or exceeds the Basket, in which case all such Buyer Losses only incurred will be subject to indemnification hereunder, including the amount of the Basket, and (b) the maximum aggregate liability of the Seller under this Article VIII shall not exceed an amount equal to the extent Adjusted Purchase Price; provided, however, that (w) the maximum aggregate liability of the Seller with respect to breaches of the representations and warranties set forth in Section 3.15(b) shall not exceed $10,000,000, and any such Buyer Losses exceed such amount liability of the Seller with respect to breaches of representations and (Bwarranties set forth in Section 3.15(b) shall be limited counted toward the maximum aggregate liability limit under clause (b), (x) the foregoing limits on indemnity in clauses (a) and (b) shall not apply in the aggregate event of fraud, intentional misrepresentation or intentional breach, (y) the foregoing limits on indemnity in clauses (a) and (b) shall not apply to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses Seller’s indemnification obligations under Section 9(c)(i8.2(f), and (z) above indemnification obligations under Section 8.2(f) shall accrue only if not be counted in determining whether the Basket or the maximum aggregate of all such Parent Losses exceeds One Million Dollars liability limit under clause ($1,000,000b) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amounthas been reached. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. (ia) Parent's and the Seller's Sellers shall not have any obligation to indemnify for Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 9(b)(i12.2(a) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of this Agreement $500,000 (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000“Deductible”) (at which point, subject to the "Seller Basket") and then Parent limitations set forth in this Article XII, Sellers shall only be liable obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses only to the extent that such Losses are in excess of the Deductible); provided, the Deductible limitation shall not apply to Buyer Indemnifiable Losses exceed such amount arising (i) out of a breach of any Fundamental Representation, (ii) under Article VIII (Tax Matters), (iii) under Section 6.12 (Post-closing Indemnification of Directors and Officers) or (Biv) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"under Section 12.2(a)(v). (iib) The Buyer's Buyer shall not have any obligation to indemnify for Parent Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 9(c)(i12.2(b) above until Seller Indemnitees shall accrue only if first have suffered aggregate Seller Indemnifiable Losses in excess of the aggregate of all such Parent Losses exceeds One Million Dollars Deductible ($1,000,000) (at which point, subject to the "Buyer Basket") and then the limitations set forth in this Article XII, Buyer shall only be liable obligated to indemnify Seller Indemnitees for all such Parent Seller Indemnifiable Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by Deductible); provided, the Indemnitee pursuant Deductible limitation shall not apply to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount Seller Indemnifiable Losses arising (i) out of such proceeds, whether such proceeds were received prior to a breach of Section 6.10 or after the time such claim is paid. Each Party hereby agrees to file claims (ii) under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessArticle VIII (Tax Matters). (ivc) In no event (i) Other than Losses arising out of a breach of a Fundamental Representation or Losses arising under Article VIII (Tax Matters), the aggregate liability of Sellers for Buyer Indemnifiable Losses arising under Section 12.2 shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages not exceed $15,000,000 (unless actually payable to a third partythe “Cap”).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ia) Parent's and the Seller's Seller shall not have any obligation to indemnify provide indemnification for Buyer Losses under pursuant to Section 9(b)(i8.1(a) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000or Section 8.1(e) (to the "Seller Basket"extent incurred in connection with Section 8.1(a)) and then Parent shall be liable for all such Buyer Losses only except to the extent that the aggregate amount of all such Losses pursuant to such subsections exceeds $250,000.00 (the "Basket Amount"), in which case Seller shall be liable to Buyer only for such Losses exceed such amount and in excess of the Basket Amount; provided, however, that the Basket Amount shall not apply with respect to any breach of Section 4.3(a)(iii) or Section 4.3(a)(iv). The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 8.1(a) or Section 8.1(e) (Bto the extent incurred in connection with Section 8.1(a)) shall be limited in the to an aggregate amount equal to Forty Million Dollars ($40,000,000) 10,000,000.00 (the "Liability Cap"). Without prejudice to the foregoing limitations, Seller shall not have any obligation to provide indemnification for Losses to the extent such Losses are accrued or reserved for in the Net Working Capital Adjustment Amount determined pursuant to Section 3.3. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 8.2(a) or Section 8.2(d) (to the extent incurred in connection with Section 8.2(a)) except to the extent that the aggregate amount of all such Losses pursuant to such subsections exceeds the Basket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 8.2(a) or Section 8.2(d) (to the extent incurred in connection with Section 8.2(a)) shall be limited to the Liability Cap. (c) Neither Party shall have any obligation to provide indemnification hereunder for any Losses pursuant to Section 8.1(a), Section 8.1(b) (solely with respect to breaches of the representations and warranties in Section 4.1, Section 4.2 and Section 4.3(a)), Section 8.2(a) and Section 8.2(b) (solely with respect to breaches of the representations and warranties in Section 5.1, Section 5.2, and Section 5.3) hereof for which a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is not delivered to the Indemnifying Party prior to 5:00 p.m., Eastern Time, on the eighteen (18) month anniversary of the date hereof; provided, however, that such indemnities shall survive with respect only to the specific matter that is the subject of any notice delivered in good faith in compliance with the requirements of this Section 8.4(c) prior to 5:00 p.m., Eastern Time on such eighteen (18) month anniversary date until the earlier to occur of (i) the date on which a final nonappealable resolution of the matter described in such notice has been reached, or (ii) the date on which the matter described in such notice has otherwise reached final resolution; and provided further that (x) the representations and warranties set forth in Section 4.5, Section 4.11, Section 4.17, and Section 5.8 hereof shall survive until ninety (90) days after the end of the applicable statute of limitations period, (y) the representations and warranties set forth in Section 4.14(a) and 4.14(d) hereof shall survive until the second anniversary of the Closing Date and (z) the representations and warranties set forth in Section 4.8 shall survive until the second anniversary of the date hereof. (d) The obligation of either Party to provide indemnification hereunder for any Losses for breaches of representations and warranties hereunder shall be net of (a) any insurance proceeds received by an Indemnified Party or any of its Affiliates with respect to such Loss (except to the extent such insurance proceeds must be repaid by the Indemnified Party or its Affiliates to the insurer through adjustments to past, present or future insurance premiums or other similar mechanisms), and (b) any Tax benefit received by the Indemnified Party or any of its Affiliates with respect to such Losses (determined after taking into account the Tax consequences of any related indemnification payment). (iie) The Buyer's obligation Parties agree that any payment made pursuant to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if Article VIII or the aggregate indemnification provisions of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall Article VII are intended to be liable for all such Parent Losses only an adjustment to the extent that such Parent Losses exceed such amountPurchase Price. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right to indemnification under this Article VII (but not Sections 5.11 and 5.12) shall from and after the Closing be subject to the following terms: (i) Parent's and except as provided in clause (ii) below, Parent shall not be liable to CS Indemnified Parties for any Losses with respect to the Seller's obligation matters enumerated in Section 7.3(a) unless the Losses therefrom exceed an aggregate amount equal to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) 10 million (the "Seller BasketTHRESHOLD"), and then only for such Losses in excess of $10 million and only up to an aggregate amount equal to $200 million (the "PARENT CAP"); (ii) any Losses relating to breaches of the representations and warranties contained in Sections 3.2, 3.3, 3.9 (but only with respect to federal or state Income Taxes) and then 3.14 shall not be subject to the Threshold or the Parent Cap, and claims for indemnification as a result of breaches of such sections may be made without regard to the Threshold or the Parent Cap but shall not in the aggregate exceed the Merger Consideration; and (iii) no individual Loss will count towards the Threshold unless such Loss equals or exceeds $200,000. (i) except as provided in clause (ii) below, CS shall be liable to Parent Indemnified Parties for all such Buyer any Losses only with respect to the extent that such Buyer Losses exceed such matters enumerated in Section 7.2(a) only up to an aggregate amount and (B) shall be limited in the aggregate equal to Forty Million Dollars ($40,000,000) 200 million (the "CapCS CAP"). (ii) The Buyer's obligation claims for indemnification as a result of breaches of the representations and warranties contained in Section 4.2, and claims for indemnification that involve the recission, cancellation or other unwinding of the transactions contemplated hereby, regardless of the representation and warranty asserted to indemnify for Parent Losses under Section 9(c)(i) above have been breached, shall accrue only if not be subject to the CS Cap, and may be made without regard thereto, but shall not in the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (exceed the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amountMerger Consideration. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) Parent's except with respect to indemnification for income and franchise (to the Seller's obligation extent based on income or gross receipts) Taxes and related Losses, the Sellers shall not be liable for any claim for indemnification pursuant to indemnify for Buyer Section 10.02(a)(i), Section 10.02(b)(i) or Article VIII unless and until the aggregate amount of indemnifiable Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket"10.02(a)(i), 10.02(b)(i) and then Parent shall Article VIII which may be liable for all such Buyer Losses only to recovered from Sellers equals or exceeds $6,150,000 whereupon the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee Purchaser Indemnified Parties shall be entitled to indemnification hereunder for 50% of such Losses up to and including Losses of $6,150,000 and the full amount of any Losses above $6,150,000 (subject to the limitations in this Article X); and (ii) the maximum amount of indemnifiable Losses which may be recovered from Sellers arising out of or resulting from the causes set forth in Section 10.02(a)(i) (except as it relates to the representations and warranties set forth in Sections 3.01 and 3.04), 10.02(b)(i) and Article VIII shall be an amount equal to lesser of (x) 25% of the Purchase Price or (y) the amount of equity funding (excluding convertible debt) received by the Purchaser as of the Closing (the “Liability Cap”); provided that with respect to each Seller other than Xx. Xxxxxxxx (A) the maximum amount of indemnifiable Losses which may be recovered from such Seller arising out of or resulting from the causes set forth in Section 10.02(a)(i) and Article VIII shall be an amount equal to the product of such Liability Cap multiplied by the “Percentage Interest” set forth opposite the name of such Seller on Exhibit A and (B) with respect to indemnifiable Losses arising out of or resulting from the causes set forth in Section 10.02(a)(i), each such Seller shall be liable only with respect to breaches of the representations and warranties made by such Seller in Article III hereof; provided, further that nothing in the preceding proviso to this Section 10.04 shall restrict the Purchaser from making claims against the full amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessEscrow Fund. (ivb) In no event Notwithstanding anything to the contrary contained in this Agreement: (i) the Purchaser shall Parent not be liable for any claim for indemnification pursuant to Section 10.03(a) unless and until the aggregate amount of indemnifiable Losses under Section 10.03(a) which may be recovered from the Purchaser equals or Buyer exceeds $6,150,000 whereupon the Sellers Indemnified Parties shall be entitled to indemnification for 50% of such Losses include punitiveup to and including Losses of $6,150,000 and the full amount of any Losses above $6,150,000 (subject to the limitations in this Article X); and (ii) the maximum amount of indemnifiable Losses which may be recovered from Purchaser arising out of or resulting from the causes set forth in Section 10.03(a) shall be an amount equal to the Liability Cap. (c) For all purposes of this Article X, indirect “Losses” shall be net of any insurance or consequential damages (unless actually payable other recoveries and net tax benefits, if any, received or realized by the Indemnified Party or such party’s Affiliates in connection with the facts giving rise to a third party)the Loss and the right of indemnification. Sellers and the Purchaser agree that IN NO EVENT SHALL THE INDEMNIFYING PARTY HAVE LIABILITY TO THE INDEMNIFIED PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR SIMILAR ITEMS, OTHER THAN SUCH ITEMS AS THE INDEMNIFIED PARTY MAY BE REQUIRED TO PAY TO A THIRD PARTY AS A RESULT OF AN INDEMNIFIABLE CLAIM.

Limits on Indemnification. (ia) Parent's Each Seller will be liable to the Buyer Parties for Losses that are indemnifiable by such Seller pursuant to Section 7.1(a), except for Losses arising from the breach of representations and the warranties set forth in Sections 3.2 (Due Authorization of such Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all 3.4 (Title to Company Interests of such Buyer Losses Seller), to which this limitation will not apply, only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate amount of Losses to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses all Buyer Parties that are indemnifiable by such individual Seller under Section 9(c)(i7.1(a) above shall accrue only if exceeds $250,000. The Sellers will be liable to the aggregate Buyer Parties for Losses that are indemnifiable by the Sellers pursuant to Section 7.1(c), except for Losses arising from the breach of all such Parent Losses exceeds One Million Dollars the representations and warranties set forth in Sections 4.2 ($1,000,000) (Due Authorization of the "Buyer Basket"Company) and then 4.4 (Capitalization of the Buyer shall be liable for all such Parent Losses Company), to which this limitation will not apply, only to the extent that such Parent the aggregate amount of Losses exceed such amountto all Buyer Parties that are indemnifiable under Section 7.1(c) (exclusive of any Losses claimed under Section 7.1(a)) exceeds $250,000. (iiib) To The maximum aggregate amount of Losses for which any Seller will be obligated to indemnify the extent that any indemnified claim is covered by insurance held by an IndemniteeBuyer Parties under Sections 7.1(a) and (c), then without limiting except for Losses arising from the other limitations breach of the representations and warranties set forth in Sections 3.2 (Due Authorization of such Seller), 3.4 (Title to Company Interests of such Seller) and 4.4 (Capitalization of the Company), to which this Section 9limitation will not apply, will be (i) ten percent (10%) of the Initial Purchase Price actually paid to such Indemnitee shall Seller; plus (ii) ten percent (10%) of the number of Priceline Shares included in the Contingent Payment, if any, actually paid to such Seller, valued using the per share closing price of Priceline Common Stock (or other shares included in the Contingent Payment) on the Nasdaq National Market (or other stock exchange on which Priceline Common Stock or other shares included in the Contingent Payment is then listed) on the date of issuance of such shares. The maximum aggregate amount of Losses for which any Seller will be entitled obligated to indemnify the Buyer Parties for breaches of the representations and warranties set forth in Sections 3.2 (Due Authorization of such Seller), 3.4 (Title to Company Interests of such Seller) and 4.4 (Capitalization of the Company) will be the Purchase Price received by such Seller. (c) Subject to the further limitations in Sections 7.4(a) and 7.4(b), no Seller will be liable to indemnify the Buyer Parties under this Article VII for more than one-fifth (1/5th) of any Losses owed to any Buyer Party, which fraction represents each Seller’s pro rata share of the Purchase Price. (d) No party will have any obligation to indemnify any Seller Party or any Buyer Party under this Article VII for any Losses (i) that are caused by the willful misconduct or negligence of any Buyer Party (in the case of Seller indemnification hereunder only obligations) or any Seller Party (in the case of Buyer indemnification obligations) and (ii) to the extent recovered by the Indemnified Party from any third Person (including insurers). (e) This Article VII sets forth the exclusive monetary remedy for the Buyer Parties and the Seller Parties for the transactions contemplated by this Agreement (but not the other Transaction Documents). Each of the parties hereby knowingly and expressly waives and covenants never to assert any other claim or cause of action, and never to pursue any other remedy, seeking any other monetary recovery with respect to the amount of Losses transactions contemplated by this Agreement, including under statutory or common law, or any other Law; provided that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim this Section 7.4 is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies not applicable in the ordinary course event of businessfraud or willful misrepresentation. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. The maximum liability that Buyer or the Seller Group, as applicable, may have with respect to claims for indemnification under Sections 10.2 and 10.1, respectively, will be an amount equal to Four Million Five Hundred Thousand Dollars ($4,500,000.00) plus the amount of the difference between (x) the Required Amount and (y) the Final Working Capital (if a positive amount) (for example and for the avoidance of doubt, if the Final Working Cap is $557,350, the Indemnification Cap is $5,500,000) (the “Indemnification Cap”), other than with respect to matters involving (i) Parent's fraud or misrepresentation, (ii) Authority (under Section 3.2.1 only); (iii) Questionable Payments, (iv) Title to Equity (v) Obligations of NDTC under Section 9.11 and (vi) Obligations of the the Companies and the Seller's obligation Shareholder for fees, costs and expenses associated with the Transaction, including legal, accounting, investment banking fees, costs and expenses and any employee bonus payments (collectively, the “Carve-outs”). The Buyer and the Seller Group shall not be required to indemnify and hold harmless for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if until the aggregate amount of all such Losses accruing against the Buyer Losses on one hand and the Sellers Group on the other hand, exceeds One Million Hundred Thousand Dollars ($1,000,000100,000.00) (the "Seller Basket") and then Parent “Threshold Amount”), after which the responsible party or parties shall be liable obligated for all such Buyer Losses only Losses, as applicable, without regard to the extent Threshold Amount; provided however that such Buyer the Threshold Amount shall not apply to Losses exceed such amount resulting from the Carve-outs; and (B) provided further that the Threshold Amount shall be limited in the aggregate to Forty Million equal Two Hundred and Fifty Thousand Dollars ($40,000,000250,000.00) (the "Cap"). (ii) The Buyer's obligation with regard to indemnify for Parent Losses under resulting from breaches of Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only 3.6 relating to solely to the extent that such Parent Losses exceed such amountDecember 31, 2004 statement of earnings. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable by Seller or the Shareholders pursuant to Section 7.2(a)(i) or (v) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 7.2(a)(i) exceeds $505,000, and then only for the amount by which such Damages exceed such threshold amount; provided that this limitation shall not apply to any breaches of any of the Seller Fundamental Representations or to any claim for indemnification under Section 5.3, and provided further, that the limitation in this Section 7.3(a) shall not apply in the event of fraud, intentional misrepresentation or willful misconduct; (b) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 7.2(a)(i) shall be an amount equal to $6,060,000 less the aggregate amount of Damages, if any, recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 7.2(a)(v) as such amount itself is limited by this Section 7.3(b), inclusive of legal fees and costs of defense incurred by Seller or the Shareholders in performing their obligations under Section 7.2(a)(i), provided that this limitation shall not apply to any breaches of any of the Seller Fundamental Representations, which breaches shall be indemnified against in their entirety up to an amount not to exceed the sum of (i) Parent's the Purchase Price (as adjusted) plus (ii) all amounts paid pursuant to Section 6.4, or to any claim for indemnification under Section 5.3; and provided further, that the maximum aggregate cost of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller or the Shareholders pursuant to Section 7.2(a)(v) shall be an amount equal to $1,250,000, and provided further, that the limitations in this Section 7.3(b) shall not apply in the event of fraud, intentional misrepresentation or willful misconduct; (c) the amount of any Damages for which any Buyer Indemnified Party is entitled to indemnification hereunder shall be reduced by any net amount of insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually received by such Buyer Indemnified Party (it being agreed that, promptly after the receipt of any such amount that reduces Damages pursuant hereto, Buyer shall cause such Buyer Indemnified Party to reimburse Seller or the Shareholders, as applicable, for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the receipt of such amount). Nothing herein, including, without limitation, the anticipated future receipt of any such amount reducing Damages, shall limit Seller’s and the Seller's Shareholders’ obligation to indemnify promptly pay any indemnification amounts due hereunder; (d) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (e) if Seller or the Shareholders can establish that the Buyer Losses breached its representation in Section 4.7 with respect to a specific breach of a representation or warranty in ARTICLE III for which a Buyer Indemnified Party is seeking indemnification under Section 9(b)(i7.2(a)(i), then neither the Seller nor either of the Shareholders shall have any liability for any Damages resulting from such specific breach; (f) in determining the amount of indemnification due under Section 5.3(a) or Section 7.2, all payments shall be reduced by any Tax benefit actually and currently realized by the Indemnified Party on account of the underlying claim with respect to the taxable period in which such underlying claim occurred. In computing the amount of any such Tax benefits, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the receipt or accrual of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages for which indemnification is provided under this Agreement. For purposes of this Agreement Agreement, the Indemnified Party shall be deemed to have “actually realized” a net Tax benefit in any taxable year to the extent that, during such taxable year, the amount of Taxes payable by the Indemnified Party for such taxable year is reduced below the amount of Taxes that the Indemnified Party would have been required to pay but for the incurrence or payment of such indemnified Damages; (Ag) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves that are specifically identified with respect thereto to the extent such allowances or reserves have been treated as a Working Capital Liability (or have otherwise reduced the amount of Working Capital Assets) in the Final Closing Statement that has become final and binding pursuant to Section 2.3; (h) Buyer acknowledges and agrees that the representations and warranties set forth in Section 3.18 shall not provide the basis for any claim for indemnification under Section 5.3 or Section 7.2(a) for Taxes with respect to any period that is not a Pre-Closing Tax Period; provided, however, that this Section 7.3(h) shall accrue only not apply to, and shall in no way limit, Seller’s and the Shareholders’ indemnification obligations for any breach of Seller’s representations and warranties in Section 3.18(g); and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 7.2, the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent Indemnifying Party shall be liable for all subrogated, to the extent of such Buyer Losses only recovery, to the Indemnified Party’s rights against any third party, other than a third party with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate grant of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only subrogation rights to the extent that such Parent Losses exceed such amount. (iii) To Indemnifying Party is prohibited by the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess terms of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash applicable insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businesspolicy. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, the following limitations to Indemnity Claims made pursuant to Section 6.2(a)(i) shall apply. (i) Parent's Buyer Indemnified Persons shall not be entitled to receive any indemnification pursuant to Section 6.2(a)(i) unless and the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if until the aggregate amount of all such Buyer Losses Losses, excluding any De Minimis Claims, exceeds One Million Dollars ($1,000,000) [***] (the "Seller Basket") “Shareholder Indemnity Threshold”), and then Parent the Buyer Indemnified Persons shall be liable for entitled to receive all such Buyer Losses only to Losses, including the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap")Shareholder Indemnity Threshold. (ii) The Buyer's obligation Buyer Indemnified Persons shall not be entitled to indemnify any indemnification for Parent Losses under Section 9(c)(i) above shall accrue only if, with respect to any individual Loss or Losses arising out of the same or related facts, such Loss or Losses are less than $[***] (each, a “De Minimis Claim”); provided, however, that if such Loss or Losses exceed $[***], then subject to the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then other limitations set forth herein, the Buyer Indemnified Persons shall be liable entitled to indemnification for all such Parent Losses only to the extent that such Parent Losses exceed such amount(and not just those in excess of $[***]). (iii) To In no event shall the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee aggregate amount of Losses for which Buyer Indemnified Persons shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If Section 6.2(a)(i) exceed the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of businessIndemnity Cap Amount. (iv) In no event For the avoidance of doubt, the foregoing limitations shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable not apply to a third partyclaims made pursuant to Section 6.2(a)(ii) – Section 6.2(a)(v).

Limits on Indemnification. (a) Buyer's remedies with respect ------------------------- to Losses specified in Sections 7.2 shall be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Funds; provided, -------- however, that if the aggregate amount of such Losses shall be in excess of the ------- amount of the Escrow Funds or if such Losses shall arise after termination or expiration of the Escrow Agreement, then Seller shall be obligated to indemnify Buyer in respect of all Losses not satisfied by delivery to Buyer of Escrow Funds to the extent provided in this Article VII. (b) Seller shall not be liable to Buyer for any Loss arising under Section 7.2 (i) Parent's or (ii) above, and the Seller's obligation Buyer shall not be liable to indemnify Seller for Buyer Losses any Loss arising under Section 9(b)(i) of this Agreement (A) shall accrue only if 7.3 above, unless the aggregate amount of all such Buyer Losses exceeds One Million Dollars ($1,000,000) 50,000 in the aggregate (the "Stipulated Amount"), in which case ----------------- Seller Basket") and then Parent or Buyer, as the case may be, shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the full amount of such Losses that are in excess of the cash proceeds actually received by Stipulated Amount. Notwithstanding any provision of this Agreement: (i) Seller shall not be obligated to pay, in the Indemnitee aggregate, an amount in excess of the Purchase Price pursuant to such insurance. If the Indemnitee receives such cash insurance proceedsprovisions of this Article VII; and (ii) for purposes of computing Loss with respect to a misrepresentation under Section 4.5(d), then the amount payable by the Indemnitor pursuant to such claim Loss shall be reduced deemed to equal the amount, if any, by which the amount actual average monthly negative EBITDA exceeds an average monthly negative EBITDA of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business$400,000. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).

Limits on Indemnification. (a) Except for indemnifiable Losses arising out of or resulting from a breach of a representation in Section 3.01(n) hereof, or a breach of any covenant or agreement in Section 5.14, no indemnification payment by the Company Indemnifying Parties with respect to any indemnifiable Loss otherwise payable under Section 8.02(a) and Section 8.02(b) and arising out of or resulting from the causes enumerated in Section 8.02(a) and Section 8.02(b) shall be payable (i) Parent's unless the individual indemnifiable Loss exceeds $5,000 (in which case such Loss shall only count towards the Deductible Amount if such Loss can be aggregated with another Loss which results from a similar event or condition which gave rise to such Losses), and the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "Seller Basket") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of until such time as all such Parent indemnifiable Losses exceeds One Million Dollars ($1,000,000) (shall aggregate to more than the "Buyer Basket") and then Deductible Amount, after which time the Buyer shall be liable for all such Parent Losses only Company Indemnifying Parties shall, subject to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in subsection (b) of this Section 98.04 and in Sections 8.07, such Indemnitee shall and 8.08, be entitled to indemnification hereunder only with respect liable (up to the amount of available Escrow Amount as provided below) for all indemnifiable Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insuranceDeductible Amount. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall any Special Damages (as defined below) be included in any determination of whether the Deductible Amount has been reached. (b) The maximum aggregate amount of indemnifiable Losses arising out of the Transactions pursuant to Section 8.02 that may be recovered from the Company Indemnifying Parties by the Parent Losses or Buyer Losses include punitiveIndemnified Parties shall be an aggregate amount equal to the Escrow Amount in the Escrow Account, indirect or consequential damages (unless actually payable as the same may be reduced in accordance herewith, and in all cases subject to a third party)the non-recourse provisions of Section 8.08.

Limits on Indemnification. Notwithstanding anything to the contrary, Seller’s and Seller Parent’s obligation to indemnify the Buyer Indemnified Parties shall be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 8.2(a) unless and until such Buyer Indemnified Party shall have suffered indemnifiable Losses in excess of $3,300,000 (the “Deductible”) in the aggregate, in which case such Buyer Indemnified Party shall be entitled to recover only Losses in excess of the Deductible, provided that the Deductible shall not apply with respect to any claim for indemnification under Section 8.2(b), Section 8.2(c) or Section 8.2(e). Notwithstanding anything in this Agreement to the contrary, the Seller shall not be obligated to provide indemnification with respect to any individual claim pursuant to Section 8.2(a) for Losses if the entire amount of Losses relating to such claim is less than $25,000 (the “Per-Claim Threshold”), provided that in the case of any group of claims arising out of a common or related set of facts, events or circumstances, such claims shall be aggregated for purposes of determining whether the Per-Claim Threshold has been exceeded. Losses less than the Per-Claim Threshold shall not be included in the Losses that will be cumulated to determine when the Deductible is attained; (b) in no event shall the aggregate amount of indemnity required to be paid by the Seller pursuant to (i) Parent's Section 8.2(a) exceed $32,000,000 and the Seller's obligation to indemnify for Buyer Losses (ii) Section 8.2(d), together with any claims brought under Section 9(b)(i8.2(a), exceed $50,000,000. (c) of notwithstanding anything to the contrary, (other than with respect to Section 8.2(e)) the Seller and Seller Parent shall not have any indemnification obligation under this Agreement for an aggregate amount greater than the Purchase Price; (Ad) shall accrue only if for purposes of computing the aggregate amount of all such claims, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Seller pursuant to Section 8.1 shall be limited to, the amount of Losses exceeds One Million Dollars that remain after deducting therefrom ($1,000,000i) any Third Party insurance proceeds (the "Seller Basket"other than proceeds from any representation and warranty insurance) and then Parent shall be liable for all (ii) any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, in each case, net of any deductible amounts, increases in premiums and costs, expenses and Taxes paid or incurred with respect to such Buyer Losses proceeds, including any other reasonable out-of-pocket costs incurred in procuring such recovery and only to the extent that such actually received by a Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap")Indemnified Party. (iie) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "no Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee Indemnified Party shall be entitled to indemnification hereunder only with respect under Article VIII to the extent a Liability or reserve relating to the matter giving rise to such Loss has been included in the calculation of Net Working Capital; (f) the Seller and Seller Parent shall not be liable for any Loss of a Buyer Indemnified Party to the extent that it would not have arisen but for, or that the Liability to which it relates has been increased by, any omission carried out on or after the Closing by or on behalf of any Buyer Indemnified Party; and (g) Notwithstanding anything to the contrary in this Agreement, for purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining whether there has been a breach), each representation and warranty (other than Section 3.7(b) and Section 3.8(b)) in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall this Agreement will be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims read without regard and without giving effect to the same extent that term “material” or “Material Adverse Effect” or similar phrases contained in such representation or warranty, the inclusion of which would limit or potentially limit a claim by an Indemnified Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third partyas if such words were deleted from such representation and warranty).

Limits on Indemnification. (i) Parent's and Notwithstanding any provisions of Section 9.1, Buyer shall have no right to make a claim thereunder except for the Seller's obligation to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if amount by which the aggregate of all such claims thereunder, which have not theretofore been reimbursed to Buyer, and which Buyer Losses would have been entitled to assert against Seller absent this Section 9.4 exceeds One Million Dollars $50,000, provided that in no event shall Seller reimburse Buyer for any amounts exceeding $3,250,000, and further provided that: ($1,000,000a) any liability of Seller imposed on Buyer (the "other than any Assumed Liability); and (b) any liability of Seller Basket") under Section 5.3, 5.4 and then Parent 5.5 shall not be liable for all such Buyer Losses only subject to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Section 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insuranceforegoing limitations. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event shall Parent Losses Buyer reimburse Seller pursuant to this Article IX for any amounts exceeding $3,250,000 provided that: (a) any liability imposed on Seller due to Buyer's failure to perform the Assumed Liabilities; and (b) any liability of Buyer for payments for Transition Services shall not be subject to the foregoing limitation. If Buyer or Seller have knowledge of a claim under this Article IX and close the transactions contemplated hereby despite such knowledge, Buyer Losses include punitiveor Seller, indirect or consequential damages (unless actually payable as the case may be, shall be deemed to a third party)have waived such claim and Seller shall have no liability therefor.

Limits on Indemnification. (i) Parent's 4.5.1. Notwithstanding anything to the contrary contained in this Agreement, other than in the case of fraud, intentional or willful misrepresentation or willful misconduct as determined by court of competent jurisdiction, the Company and the Seller's obligation EVGN shall not be liable for any claim for indemnification pursuant to indemnify for Buyer Losses under Section 9(b)(i) of this Agreement (A) shall accrue only if 4.3 unless and until the aggregate amount of all such Buyer Losses equals or exceeds One Million [***] U.S. Dollars ($1,000,000) (US$ [***]), in which case the "Seller Basket") Company and then Parent EVGN shall be liable for all the full amount of such Buyer Losses only from the first dollar thereof; provided that, in no event shall Company’s and EVGN’s aggregate liability hereunder exceed the aggregate purchase price amount paid by Lead Purchaser at the Initial Closing and/or any Subsequent Closing. 4.5.2. Notwithstanding anything to the extent that such Buyer Losses exceed such amount and (B) shall be limited contrary contained in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under Section 9(c)(i) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "Buyer Basket") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemniteethis Agreement, then without limiting the other limitations EVGN’s indemnification obligations set forth in this Section 9, 4 shall be (i) only applicable in the case of fraud or willful misrepresentation by the Company or by EVGN and (ii) limited solely to total number of shares of the Company held by EVGN as of the date of such Indemnitee claim (the “EVGN Shares”). EVGN shall be entitled to indemnification hereunder only with respect indemnify each of the Indemnified Parties by transferring to that party (i) such number of EVGN Shares, which shall equal the amount of Losses that are damages for which indemnification is due, divided by the Fair Market Value of one Ordinary Share at the time of payment (as determined below) and such transfer of shares shall constitute full satisfaction of EVGN’s liability towards the Indemnified Parties and/or, if so elected by Lead Purchaser upon its sole discretion, (ii) cash in excess the amount of damages for which indemnification is due (in lieu of transferring the appropriate number of EVGN Shares), at the sole direction of EVGN. The “Fair Market Value” of the cash proceeds actually received Ordinary Shares shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Global Market, the value shall be deemed to be the average of the closing prices of the shares on such exchange or system over the thirty (30) day period ending three (3) days prior to the transfer of the Ordinary Shares; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the transfer of the Ordinary Shares; and (iii) if there is no active public market, the value shall be the fair market value thereof, as mutually determined by EVGN and the Indemnitee pursuant Indemnified Party; or if they fail to agree within seven (7) days from the request of the Indemnified Party to determine such insurancevaluation, then such value shall be determined by an arbitrator agreed between the parties (the “Arbitrator”) appointed for the sole purpose of determining the Valuation of the Company. If the Indemnitee receives such cash insurance proceedsparties fail to reach an agreement relating to the identity of the Arbitrator, then the amount payable by head of the Indemnitor pursuant Israel Bar Association shall appoint the Arbitrator. The Arbitrator shall provide EVGN and the Indemnified Party within 14 days of its appointment with its valuation and the reasoning to it in writing and such claim determination shall be reduced by final and binding on the amount Parties. This clause shall be deemed to be a valid Arbitration Agreement for the purpose of such proceedsthe Israeli Arbitration Law, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business1968. (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party).