Common use of Limits on Indemnification Clause in Contracts

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum Seller and Principals will have no liability for any Losses by Silvercrest Indemnitees under Sections 10.1(a) and (c), unless and until the aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited of such Losses (other than with respect to Fundamental Representations) exceeds an amount equal to $350,000 (the “Basket Amount”), said Basket Amount being equal to Silvercrest’s fifty percent (50%) portion of the Purchase Price actually received retention amount under the R&W Policy, and in the event that such Losses exceed the Basket Amount the liability of Seller and Principals shall be governed by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum Sections 10.3(b) through (o) of this Agreement; (i) The aggregate amount of Losses for which Seller may and the Principals will be liable pursuant to Section 12.1 for any breaches of representations or warranties Sections 10.1(a) and (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontraventionc) (other than with respect to the Credit AgreementFundamental Representations) shall in no event exceed the amount of the Escrow Fund equal to $350,000 (the “Cap”), Section 5.4 said Cap being equal to Seller’s fifty percent (Brokers)50%) portion of the retention amount under the R&W Policy, Section 5.6 and (Ownership of Member Interestsii) the Silvercrest Indemnitees’ sole recourse under Sections 10.1(a) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontraventionc) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained for amounts in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties excess of the Company contained in Section 4.17 (Taxes)portion of the Escrow Fund equal to the Cap, which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months including after the Closing Date (each period of survival set forth in this Section 12.4(b)Escrow Period, a “Survival Period”)shall be through the R&W Policy. (c) None of Neither the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of Basket Amount nor the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) Cap will apply with respect to any representation or warranty Losses other than as provided in Sections 10.1(a) and any claims (c), including those Losses arising therefrom or related thereto after the expiration in respect of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (di) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach by Seller or the Principals of a representation or warranty unless the aggregate of Losses Fundamental Representation; and (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained thereinii) with respect to such claims exceed the Deductible, and in the event the value case of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claimsfraud or intentional misconduct; provided, however, that (A) except for claims for fraud, the Deductible maximum aggregate amount of indemnified Losses which may be recovered from Seller and Principals in total for all breaches under this Agreement, including, without limitation, breaches under Sections 10.1(b) and (d) and breaches of Fundamental Representations, shall not apply with be equal to the Aggregate Closing Purchase Price (the “Aggregate Cap”); (d) With respect to any claims asserted by Buyer claim for Losses under Section 10.1(d), Silvercrest shall first make a breach claim for recovery under the R&W Policy to the extent the claim pertains to a matter that may be covered under the R&W Policy (which shall be determined in Silvercrest’s reasonable discretion after consultation with Seller) and shall diligently pursue said claim in good faith. If the claim under the R&W Policy is denied, Silvercrest shall have the right to make a claim against Seller and the Principals for recovery of said Losses, subject to the Fundamental Representations or the representations and warranties of the Company contained other applicable limitations set forth in this Section 4.17 (Taxes).10.3; (e) Any payments made Notwithstanding the foregoing, except for claims for fraud, the maximum aggregate amount of indemnified Losses which may be recovered from Seller and Principals in total for all breaches of any representation or warranty which is excluded from coverage under the R&W Policy (other than Fundamental Representations that are so excluded, which are governed by Section 10.3(c)) shall be equal to a cap of Fifteen Million Dollars ($15,000,000); (f) To the extent that a Silvercrest Indemnitee experiences Losses indemnifiable hereunder that may be covered under the R&W Policy, Silvercrest (i) will promptly notify Seller, (ii) while using commercially reasonable efforts to seek recovery under the R&W Policy, may retain that portion of the Escrow Fund equal to the Cap that would otherwise be payable to Seller, pending a final determination of whether recovery is available under the Company or Buyer R&W Policy; provided, that Silvercrest shall release any such retained amount within five (5) days following receipt of payment of an amount equal to such retained amount as a recovery pursuant to the R&W Policy, and (iii) will keep Seller reasonably informed of any action taken in respect thereof and will respond to any reasonable requests made by Seller in connection therewith. In addition, following the Closing, Silvercrest shall not take any actions to amend, modify or terminate the R&W Policy in any material respect without the written consent of Seller, and shall not otherwise take any action that Seller reasonably believes may adversely affect coverage under the R&W Policy. (g) The amount of any and all Losses under this ARTICLE XII Section 10 shall constitute be determined net of any amounts actually recovered by the Silvercrest Indemnitees under applicable insurance policies (including under the R&W Policy), or from any other Person alleged to be responsible therefor (net of reasonable out-of-pocket expenses actually incurred by the Silvercrest Indemnitees in obtaining such recovery). If the Silvercrest Indemnitee actually receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an adjustment indemnification payment by Seller or Principals, then such Silvercrest Indemnitee shall promptly reimburse Seller or the Principals for any payment made or expense incurred by Seller or the Principals in connection with providing such indemnification payment up to the amount received by the Silvercrest Indemnitees, net of any expenses or costs incurred by such Silvercrest Indemnitee by reason of making such claim or collecting such amount. Each Silvercrest Indemnitee shall use commercially reasonable efforts to collect any amounts available under insurance coverage (including under the R&W Policy), or from any other Person alleged to be responsible, for any Losses payable under this Section 10. (h) The amount of any and all Losses under this Section 10 shall be determined net of any Tax benefits actually recognized by such Silvercrest Indemnitees in the taxable year of the Purchase Price Losses or the following taxable year. For purposes of this Section 10, a Silvercrest Indemnitee actually recognizes a Tax benefit in the taxable year of the Losses to the extent that the amount of Taxes payable to a Governmental Authority by such Silvercrest Indemnitee with respect to such taxable year (taking into account any Tax detriment resulting from the receipt of the indemnity payment) is less than the amount of Taxes that would have been payable to a Governmental Authority by such Silvercrest Indemnitee with respect to such taxable year in the absence of such indemnifiable event; (i) In no event will any Party be entitled to recover or make a claim for Tax purposes any amounts in respect of punitive damages, and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be treated as such by Buyer and Seller on their Tax Returns.used in calculating the amount of any Losses; (j) NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES UNLESS (I) CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATIONS IN SUCH REGARD; OR (II) ARISING FROM A BREACH BY SELLER OR ONE OR MORE PRINCIPALS OF THE RESTRICTIVE COVENANTS IN SECTION 6.6

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable From and after the Closing, the Securityholders will not have any obligation to indemnify Parent Indemnitees with respect to any Indemnifiable Losses arising under this ARTICLE XII shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties 8.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Fundamental Representations or Capitalization Representations, (2) any breach of a Tax Representation, and (3) any breach of the Company’s representations representation and warranties warranty set forth in Section 4.17 (Taxes4.5(d)) until Parent Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000.00 (the “Basket”) (at which point the Securityholders will be limited obligated to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy indemnify Parent Indemnitees for any all such breach shall be payment Indemnifiable Losses from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Accountfirst dollar). (b) Except for The aggregate liability of the Securityholders pursuant to this Article 8 with respect to all Parent Indemnifiable Losses under Section 8.2(a)(i) (iother than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Tax Representation, and (3) any breach of the representations and warranties of (A) Seller contained set forth in Section 5.1 (Organization and Good Standing4.5(d)) shall not exceed $4,000,000.00. For the avoidance of doubt, Section 5.2 (Authorization the aggregate liability of Agreement), Section 5.3 (Noncontravention) (other than the Securityholders pursuant to this Article 8 with respect to the Credit Agreement)all Parent Indemnifiable Losses based upon, Section 5.4 (Brokers), Section 5.6 (Ownership arising out of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization or caused by a breach of the Company)Capitalization Representations, Section 4.4 (Authority Relative to This Agreement) Tax Representations and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained forth in Section 4.17 (Taxes), which 4.5(d) shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in not be limited under this Section 12.4(b), a “Survival Period”8.3(b). (c) None The aggregate liability of each Founder with respect to all Parent Indemnifiable Losses arising under Section 8.2(a) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of Capitalization Representations) shall not exceed the Company, Seller or Buyer shall have any liability whatsoever (whether aggregate Merger Consideration received by all Securityholders pursuant to this Agreement or otherwise) with respect Agreement. For purposes of this Section 8.3(c), each ▇▇▇▇▇▇ Share shall be valued at the Trailing Average for purposes of determining the aggregate Merger Consideration received by all Securityholders pursuant to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedthis Agreement. (d) Notwithstanding anything to The aggregate liability of each Securityholder (other than the contrary hereinFounders, Seller shall whose liability is not have any obligation to defend, indemnify and hold harmless Buyer limited by this subsection (or its Affiliates, and the officers, managers, directors, employees and agents thereofd)) with respect to any claims asserted all Parent Indemnifiable Losses arising under Section 8.2(a) shall not exceed the aggregate Merger Consideration received by Buyer such Securityholder pursuant to this Agreement. For purposes of this Section 12.1 8.3(d), each ▇▇▇▇▇▇ Share shall be valued at the Trailing Average for a breach purposes of a representation or warranty unless determining the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to Merger Consideration received by such claims exceed the Deductible, and in the event the value of Losses Securityholder pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)this Agreement. (e) Any payments made The amount of any Indemnifiable Losses payable to Sellerany Indemnified Party under this Article 8 shall be net of the excess, if any, of (i) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (ii) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under clause (i) above. (f) The liability of any Person under Article 8 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 8.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought, or (iii) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, that with respect to such rights and remedies at law or equity, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment parties hereto further acknowledge and agree that none of the Purchase Price for Tax purposes and provisions of this Article 8, nor any reference to Article 8 throughout this Agreement, shall be treated as such by Buyer deemed a waiver of any defenses which may be available in respect of actions or claims for fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (g) For purposes of determining whether any representation or warranty has been breached for purposes of this Article 8, each representation and Seller on their Tax Returnswarranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read, taking into account the information provided in the Company Disclosure Schedule, without regard to materiality (including Company Material Adverse Effect or ▇▇▇▇▇▇ Material Adverse Effect) or Knowledge qualifications contained therein.

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

Limits on Indemnification. Notwithstanding anything to (a) Neither Seller, on the contrary one hand, nor Purchaser, on the other hand, shall have any liability for indemnification under this Agreement based upon a breach of a representation or warranty contained in this Agreement: (a) The maximum Agreement until the aggregate amount for of all Purchaser Indemnified Losses incurred by Purchaser relating to such indemnification by Seller, on the one hand, or until the aggregate amount of all Seller Indemnified Losses incurred by Seller relating to such indemnification by Purchaser, on the other hand, exceeds Fifty Thousand Dollars ($50,000) (the "Basket Amount"), at which Seller may ▇▇▇▇ ▇▇▇▇▇▇, on the one hand, and Purchaser, on the other hand, shall (subject to the other limitations set forth in this Agreement) be liable under this ARTICLE XII shall be limited to an amount equal to for all Seller Indemnified Losses or Purchaser Indemnified Losses, as the portion case may be, including, without limitation, those included in the calculation of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4Basket Amount; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant foregoing limitation shall not apply with respect to Section 12.1 for any breaches of representations or warranties (other than claims related to the Fundamental Representations or the Company’s representations and warranties made in Section 4.17 3.5 (Taxestaxes), the first four sentences of Section 3.9 (title), Section 3.10 (intellectual property), Section 3.12 (environmental issues), Sections 3.2 and 4.2 (enforceability) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Accountmatters involving fraud. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Neither Seller, on the Company and Buyer shall survive one hand, nor Purchaser, on the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b)other hand, a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to for indemnification under this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for based upon a breach of a representation or warranty unless contained in this Agreement once the aggregate amount of Losses (determined without regard to any qualifications of knowledgeSeller Indemnified Losses, materiality or Material Adverse Effect contained therein) with respect to indemnification by Purchaser, or Purchaser Indemnified Losses, with respect to indemnification by Seller, actually paid by such claims exceed the Deductible, and party in the event aggregate exceeds the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess full amount of the Deductible shall be considered in applying Section 12.1 to such claimsPurchase Price; provided, however, that the Deductible foregoing limitation shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or related to the representations and warranties of the Company contained made in Section 4.17 3.5 (Taxestaxes), Section 3.9 (title), Section 3.10 (intellectual property), Section 3.12 (environmental issues), Sections 3.2 and 4.2 (enforceability) and matters involving fraud. (ec) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII The amount of any Purchaser Indemnified Losses and Seller Indemnified Losses shall constitute be an adjustment amount net of the Purchase Price for Tax purposes any insurance proceeds received from any third party insurer and shall be treated as such by Buyer and Seller on their Tax Returnsexclude all consequential damages, including, but not limited to, lost profits.

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

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable No party shall have any right to seek indemnification under this ARTICLE XII Agreement (i) with respect to Losses contemplated by Section 9.2(i) or (ii) which would otherwise be indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed $250,000 in the aggregate (provided that for the sole purpose of determining whether this $250,000 amount has been satisfied no effect shall be given to any Material Adverse Effect, materiality or similar qualifier or any threshold dollar amounts in any representation or warranty), in which case such party (including such affiliated or related Persons) shall only be entitled to be indemnified for Losses in excess of such aggregate amount, or (ii) for punitive, special, indirect or consequential damages, including lost profits, lost revenues, lost savings and increased costs of operations; provided, however, that the provisions of clause (i) immediately above shall not apply to any breach by Seller of the representations and warranties contained in Section 4.3(a) and 4.5 or of any unwaived covenant or agreement set forth in Section 6.10 or 6.15(a). After the Closing, the remedies provided by this Article IX shall be the sole and exclusive remedy for the parties to this Agreement with respect to any dispute arising from, or related to, this Agreement, except in the case of fraud and except that injunctive relief (including specific performance) shall continue to be available to the extent such remedy is in respect of a then surviving representation, warranty, covenant or agreement. (b) Notwithstanding any provision of this Agreement, the liability of Seller under this Article IX shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4$9,000,000; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival limitation set forth in this Section 12.4(b9.6(b) shall not apply to: (i) any breach by Seller of the representations, warranties and covenants contained in Sections 4.3(a), a “Survival Period”4.5, 6.10 and 6.15(a). ; (cii) None to any breach by Seller of the Company, Seller, Buyer, representation and warranty contained in Section 4.15(a)(iv) relating to the identification on Schedule 4.15(a) (or any officerupdate thereto) of any contract or agreement relating to Indebtedness, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that Seller shall have no liability whatsoever for any failure to identify on Schedule 4.15(a) (or any update thereto) any contract or agreement relating to Indebtedness to the Deductible shall not apply with respect extent that the Indebtedness under such unidentified contract or agreement was taken into account for purposes of any adjustment to the Purchase Price pursuant to Section 3.3 hereof; or (iii) to any claims asserted breach by Buyer for a breach Seller of the Fundamental Representations or the representations representation and warranties of the Company warranty contained in Section 4.17 4.15(d) relating to the identification on Schedule 4.15(d) (Taxes). (eor any update thereto) Any payments made of any contract or agreement relating to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns-Provided Indebtedness.

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount liability that Buyer or Seller Group, as applicable, may have with respect to claims for which Seller may indemnification under Sections 10.2 and 10.1, respectively, will be liable under this ARTICLE XII shall be limited to an amount equal to Eight Hundred and Forty Thousand Dollars ($840,000) (the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i“Indemnification Cap”), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreementmatters involving (i) fraud, intentional misconduct, willful misconduct or bad faith, (ii) breaches of any representation, warranty or covenant contained in (a) Section 3.2 (Authority; Non-Contravention), (b) Section 5.4 3.3 (BrokersCapital Stock and Ownership), (c) Section 5.6 3.8 (Ownership of Member InterestsObligations), (d) Section 3.10 (Accounts Receivable), including the matters disclosed on Schedule 3.10, (e) Section 3.18 (Taxes) and Section 5.7 (Title)9.2, (Bf) Section 3.22 (Questionable Payments) and (g) Section 3.27 (Brokerage Fees) and payment of any brokerage fees, (iii) claims made by any Buyer Indemnified Parties hereunder in connection with Losses resulting, arising from or related to any Proceeding, incident or facts disclosed on Schedule 3.19 (“Litigation”) for which the Company maximum liability shall be Nine Hundred Forty-Eight Thousand Dollars ($948,000) which amount shall be separate and apart from the Indemnification Cap, (iv) breach of any representation, warranty or covenant contained in Section 4.1 3.6.3 related to items of Working Capital and any amounts due to a party under Section 2.2.3.6, and (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization v) breach of the Company), covenants contained in Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), 6.7 (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival PeriodCarve-outs”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, . The Buyer and Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller Group shall not have any obligation be required to defend, indemnify and hold harmless for Losses until the aggregate amount of Losses accruing against the Buyer (or its Affiliates, on one hand and the officersSellers Group on the other hand, managersexceeds Ten Thousand Dollars ($10,000.00) (the “Threshold Amount”), directorsafter which the responsible party or parties shall be obligated for all Losses, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined as applicable, without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claimsThreshold Amount; provided, however, provided however that the Deductible Threshold Amount shall not apply with respect to any claims asserted by Buyer for a breach of Losses resulting from the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)Carve-outs. (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.

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

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum Notwithstanding anything in this Agreement to the contrary, the Member will not have any obligation to indemnify the Purchaser Indemnitees under Section 7.1(a) unless and until the Purchaser Indemnitees suffer an aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal of Losses by reason of such matters in excess of $10,000 (the “Basket”), and then to the portion extent of such Losses from the first dollar of the Purchase Price actually received by Seller at aggregate of such Losses without regard to the Closing pursuant Basket; provided however, that the Basket will not apply to Section 3.3(a)(iLosses resulting from a breach of the representations and warranties contained in Sections 4.1 (Company Organization), as adjusted pursuant 4.2 (Capitalization), 4.3 (Due Authorization; Execution and Enforceability; Consents; No Conflict), 4.4 (Equity Interests), 4.13 (Title to Assets; Adequacy), 4.17 (Taxes) or 4.22 (Broker’s and Finder’s Fees) (collectively, the “Fundamental Representations”) or any claim related to, arising out of or based upon any fraud, willful breach or intentional misrepresentation by either Company or the Member. (b) Notwithstanding anything in this Agreement to the contrary, (i) the maximum obligation of the Member to indemnify the Purchaser Indemnitees under Section 3.47.1(a) will not exceed $250,000 (the “Cap”). Notwithstanding the forgoing, the Cap will not apply to Losses resulting from a breach of the Fundamental Representations or any claim related to, arising out of or based upon any fraud, willful breach or intentional misrepresentation by either Company or the Member; provided, however, that the maximum aggregate amount obligation of the Member to indemnify the Purchaser Indemnitees for which Seller may be liable pursuant to Section 12.1 for any breaches all Losses resulting from a breach of representations or warranties (other than the Fundamental Representations or will not exceed the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited amount of the Purchase Price. Subject to the Escrow Amount; provided further Cap, the Purchaser will have the right to offset any Losses against payments that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, may become due to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Member under this Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of The Purchaser will have the Companyright to hold back, Seller, Buyerretain and/or offset any indemnifiable Losses, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; providedtherefor, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfiedany Purchaser Indemnitees may have against any Earnout Payments due under Section 3.4. (d) Notwithstanding anything in this Agreement to the contrary hereincontrary, Seller shall not for purposes of the indemnification obligations under this Article 7, all of the representations and warranties set forth in this Agreement, or any certificate or schedule that are qualified as to “material,” “materiality,” “Material Adverse Effect” or words of similar import or effect will be deemed to have been made without any obligation to defend, indemnify and hold harmless Buyer (such qualification for the purposes of determining whether a breach or its Affiliates, misrepresentation has occurred and the officersamount of any Losses resulting from, managersarising out of, directors, employees and agents thereof) with respect or relating to any claims asserted by Buyer pursuant to Section 12.1 for a such breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claimsmisrepresentation; provided, however, that the Deductible Member shall not apply with respect have any liability for Damages pursuant to Section 7.1(a), unless and until the Damages relating to a claim or a series of claims arising from the same or substantially similar facts or circumstances (other than any claims asserted by Buyer claim for a fraud, willful breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes)intentional misrepresentation) exceed $5,000. (e) Any payments made A Purchaser Indemnitee’s right to Sellerindemnification and payment of Losses, or other remedy based on such representations, warranties, covenants and obligations, will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The Parties recognize and agree that the representations and warranties also operate as bargained for promise and risk allocation devices and that, accordingly, the Company Purchaser’s knowledge and the waiver of any condition based on the accuracy of any representation or Buyer warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification or payment of Losses pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes Article 7, or other remedy based on such representations, warranties, covenants and shall be treated as such by Buyer and Seller on their Tax Returns.obligations