Common use of Maximum Payments; Remedy Clause in Contracts

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as otherwise set forth in this Section 6.3(b) hereof8.3, the maximum amount an a Purchaser Indemnified Party may recover from a Stockholder Shareholder individually for Losses pursuant to the indemnity set forth in Section 6.2 hereof for Losses 8.2(a) shall be $100,000limited to such Shareholder’s pro-rata portion of the Escrow Fund. (b) Notwithstanding anything the limitation specified in Section 8.3(a), the maximum amount a Purchaser Indemnified Party may recover from a Shareholder individually for Losses pursuant to Section 8.2(a)(i) arising from any breach or inaccuracy of the contrary set forth Specified Representations and Section 8.2(a)(vi) shall be limited to such Shareholder’s pro-rata portion of the Purchase Price; provided, however, that recovery from a Specified Shareholder for Losses pursuant to Section 8.2(a)(i) arising from any breach or inaccuracy of any of the representations in Sections 2.1, 2.2, 2.3 and 2.4 and Section 8.2(a)(vi) shall be limited to such Specified Shareholder’s pro-rata portion of the Escrow Fund. (c) Except as provided under Delaware Law, nothing in this Agreement, Agreement (including the preceding clauses (a) and (b)) or otherwise will limit the Liability of any Person in the event of Losses arising out fraud or intentional misrepresentation. (d) Nothing in this Article VIII shall limit the liability of (i) the Specified RepresentationsCompany, any Shareholder or (ii) the Purchaser for any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a intentional breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, any Related Agreement or in any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in Agreement if the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconductClosing does not occur. (ce) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Purchaser Indemnified Party may bring a claim for indemnification for any Loss under this Article VI VIII notwithstanding the fact that such Purchaser Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has Closing or waived a any condition to Closingthe Closing related thereto. (df) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent Purchaser from seeking and obtaining recourse against the StockholdersShareholders, or any of them, in the event that Parent issues Purchaser pays more than that portion of the Merger Consideration Purchase Price to which the StockholdersShareholders, or any of them, are entitled pursuant to Article I of this Agreementhereof.

Maximum Payments; Remedy. (a) Except as set forth No claim for indemnification may be made under Section 10.2(a)(i) (other than recovery under Section 10.2(a)(i) for any breach or inaccuracy of the Surviving Representations, or any fraud in Section 6.3(b) hereofconnection with, or any willful breach of, any representation or warranty of the Company or Company Shareholders contained in this Agreement, the maximum Escrow Agreement or the Certificates or under Section 10.2 (a)(iii)) unless and until the aggregate amount an of Losses of the Indemnified Party Parties that may recover from a Stockholder individually pursuant be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 10.2(a)) exceeds $100,000 (the “Threshold”), and once such Threshold has been reached, the Indemnifying Parties shall be liable to the indemnity set forth in Section 6.2 hereof Indemnified Parties for Losses shall be $100,000the full amount of all Losses, including those that comprised any portion of the Threshold. (b) Subject to Section 10.2(b), the maximum aggregate amount that the Indemnified Parties may recover from each Indemnifying Party for Losses in respect of the Indemnifiable Matters described in Section 10.2(a)(i) shall be limited as follows: (i) with respect to such Indemnifiable Matters other than those set forth in clauses (ii) and (iii) of this Section 10.3(b), to such Indemnifying Party’s Pro Rata Share of the Escrow Fund. (ii) with respect to such Indemnifiable Matters to the extent they arise from any breach or inaccuracy of the Surviving Representations, to such Indemnifying Party’s Pro Rata Share of the Total Consideration received by the Indemnifying Parties from Parent, Buyer and their respective affiliates. (iii) with respect to such Indemnifiable Matters to the extent they arise from any breach or inaccuracy of the representations and warranties of the Company contained in Section 4.12 (Intellectual Property), collectively with any other indemnification the recovery for which is limited pursuant to Section 10.3(b)(i) and Section 10.3(d), to such Indemnifying Party’s Pro Rata Share of thirty-five percent (35%) of the Total Consideration, without duplication (inclusive of any amounts paid with respect to any Losses claimed under Section 10.2(a)(i)), on a Pro Rata Basis among all Contributing Securityholders. (c) Subject to Section 10.2(b), the maximum aggregate amount that the Indemnified Parties may recover from each Indemnifying Party for Losses in respect of the Indemnifiable Matters described in Section 10.2(a)(vii)-10.2(a)(ix), Section 10.2(a)(xi), Section 10.2(a)(xiii) and Section 10.2(a)(xv), to such Indemnifying Party’s Pro Rata Share of the Total Consideration, received by the Indemnifying Parties from Parent, Buyer and their respective affiliates. (d) Subject to Section 10.2(b), the maximum aggregate amount that the Indemnified Parties may recover from each Indemnifying Party for Losses in respect of the Indemnifiable Matters described in Section 10.2(a)(ii)-10.2(a)(vi), Section 10.2(a)(x) and Section 10.2(a)(xii) and Section 10.2(a)(xiv), to such Indemnifying Party’s Pro Rata Share of the Escrow Fund. (e) Subject to Section 10.2(b), Section 10.3(g) and Section 10.3(h), Parent’s and Buyer’s indemnification rights pursuant to Article 10 shall constitute the sole and exclusive remedy of the Indemnified Parties for all Losses that are to be indemnified by the Indemnifying Parties hereunder, under the Escrow Agreement, or the Certificate. (f) If an Indemnified Party’s claim under this Article 10 may be brought under different sections of Section 10.2(a), then such Indemnified Party shall have the right to bring such claim under any applicable section it chooses in accordance with this Article 10, provided, however, that no Indemnified Party shall be entitled to recover from an Indemnifying Party more than once. (g) Nothing in this Article 10 shall limit the liability of the Company for any breach of any representation, warranty, covenant or agreement contained in this Agreement, the Escrow Agreement or any Certificate if the Acquisition is not consummated. (h) Nothing in this Agreement shall limit the right of any Indemnified Party or Parties to pursue remedies under any Related Agreement (other than the Escrow Agreement or any Certificate) against the parties thereto. (i) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the rights or remedies of Parent, Buyer or any other Indemnified Party against another Indemnifying Party in connection with (i) any fraud in connection with, or any willful breach of, this Agreement or the Certificates committed by such Indemnifying Party; (ii) the Related Agreements (other than the Escrow Agreement or any Certificate), executed by such Indemnifying Party; or (iii) seeking any equitable remedies against such Indemnifying Party. Subject to Section 10.2(b), no Indemnifying Party shall have any liability of with respect to the representations, warranties, covenants and agreements made by any Person (including any Stockholder) for any such other Indemnifying Party other than the Company or Losses if such Person perpetrated such fraud, gross negligence or willful misconductthat result from fraud by another Contributing Shareholder. (cj) Notwithstanding anything to the contrary contained herein, other than with respect to claims based on the parties hereto agree and acknowledge that any Indemnified Party may bring fraud or willful breach of a claim specific Contributing Securityholder or a specific Contributing Stockholder’s actual knowledge or fraud or willful breach by the Company or as otherwise expressly provided in Section 10.2(b), no Contributing Securityholder shall be liable for indemnification for any Loss under this Article VI notwithstanding the fact that more than such Indemnified Party had knowledge Contributing Securityholder’s Pro Rata Share of the breachTotal Consideration received by such Contributing Securityholder from Parent, event Buyer or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closingtheir respective affiliates. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except Notwithstanding the foregoing, except as set forth in the second sentence of this Section 6.3(b) hereof6.3(a), the maximum amount an Indemnified Party may not recover any Losses under Section 6.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 6.2(a)(i) hereof in excess of $1,000,000 in the aggregate (the “Basket”) has or have been delivered to the Stockholder Representative as provided in Section 6.4(a) hereof, and such amount is payable in accordance with this Article VI, at which time such Indemnified Party shall be entitled to recover all Losses so identified in full from a Stockholder individually the first dollar (including the amount of the Basket). For avoidance of doubt, the provisions of this Section 6.3(a) shall not apply to any and all claims or payments made with respect to all Losses (i) incurred pursuant to the indemnity set forth in Section 6.2 hereof 6.2(a)(i) for Losses shall be $100,000any breach or inaccuracy of any Fundamental Matters, or (ii) incurred pursuant to clauses (ii) through (vii) of Section 6.2(a) hereof, or (iii) incurred pursuant to Section 6.2(b) hereof. (b) From and after the Closing, recourse of Parent and the other Indemnified Parties to the Escrow Amount pursuant to Article VI of this Agreement shall be the sole and exclusive remedy of Parent and the other Indemnified Parties for recovery of Losses under the indemnification provisions contained in Section 6.2(a)(i) (it being understood that nothing in this Section 6.3(b) or elsewhere in this Agreement shall affect Parent’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement to be performed after the Closing). Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder Escrow Amount shall be liable available to compensate the Indemnified Parties for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received any claims by such Stockholder, provided further that parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VI and nothing in this Agreement shall limit the liability of any Person Indemnifying Party, and the Escrow Amount shall not be the exclusive remedy, in respect of (including i) Losses (A) arising out of the Indemnifiable Matters described Sections 6.2(a)(ii) through 6.2(a)(viii) or (B) with respect to any StockholderFundamental Matter, (ii) for Losses arising out of Section 6.2(a)(ix), provided, however, that in the event that any such Losses if arise after the end of the Escrow Period, then the Indemnified Party’s recovery with respect to such Person perpetrated such claim made after the end of the Escrow Period shall not exceed an amount equal to $5,000,000, or (iii) Losses arising out of fraud, gross negligence willful breach or Intentional Misrepresentation of or related to this Agreement, any Certificate, the Spreadsheet or other instrument delivered pursuant to this Agreement, in which case the liability of the Indemnifying Parties shall be several (in accordance with their Pro Rata Portions) and not joint and the maximum amount that the Indemnified Parties may recover from each Indemnifying Party for such Losses shall be limited to an amount equal to the amount of the Total Consideration actually received by such Indemnifying Party pursuant to Section 1.7; provided, however, that the Escrow Amount shall be the first (but not exclusive) source of indemnification for any claims arising out of the Fundamental Matters, and no such claims may be satisfied against an Indemnifying Party until the Escrow Amount has been exhausted; provided, further that in no event shall an Indemnified Party be entitled to recover for the same Loss under more than one clause of Section 6.2; provided, further, that there shall be no limitation on the amount that the Indemnified Parties may recover from an Indemnifying Party for Losses arising out of fraud, willful misconductbreach or Intentional Misrepresentation committed by such Indemnifying Party related to this Agreement, any Certificate or the Spreadsheet. From and after the Closing, recourse of Parent and the other Indemnified Parties pursuant to Article VI of this Agreement shall be the sole and exclusive remedy of Parent and the other Indemnified Parties for monetary damages arising out of the Indemnifiable Matters. (c) Nothing in this Article VI shall limit the Liability of any party hereto for any breach of any representation or warranty contained in this Agreement, any Certificate or other instrument delivered pursuant to this Agreement if the Merger does not close. (d) Notwithstanding any other provision of this Agreement, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to this Article VI for any Losses to the extent that any Indemnified Party actually receives proceeds from insurance, indemnification payments, contribution payments, reimbursements, other recoveries or any amounts from third parties with respect to such Losses to pay such Losses, net of costs and expenses incurred in connection with the collection of such amounts; provided, however, that no Indemnified Party shall be required to seek any insurance or maintain any such insurance policies or other coverage or seek any indemnification payments, contribution payments, reimbursements, other recoveries or any amounts from third parties. The Indemnified Party shall promptly refund any amount it actually receives (net of costs and expenses, incurred in connection with the collection of such amount) pursuant to the preceding sentence from insurance to the extent it actually receives such amount after payment by any Indemnifying Party. (e) Notwithstanding anything in this Agreement to the contrary hereincontrary, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge Knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has Closing or waived a any condition to Closingthe Closing related thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification based on such representations, warranties, covenants and obligations. (df) Notwithstanding anything in this Agreement to the contrary hereincontrary, nothing no Indemnified Party shall prohibit Parent from seeking and obtaining recourse against have any right to seek or to obtain indemnification under this Agreement for any exemplary or punitive damages, unless such exemplary or punitive damages are in respect of any fraud, willful breach or Intentional Misrepresentation of this Agreement or the Stockholders, Certificates or any the subject of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled an indemnifiable Third Party Claim pursuant to Article I of this Agreementa final judgment.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000[TBD]. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b6.6(c) and Section 6.6(d) hereof, the maximum amount an the Indemnified Party Parties may recover from the Shareholders and Optionholders, whether via a set-off against and reduction of the Contingent Consideration or otherwise for Losses, shall be limited to $10,000,000 in the aggregate. (b) Except as set forth in Section 6.6(c) hereof, the maximum amount the Indemnified Parties may recover from a Stockholder Shareholder or Optionholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000limited to the each Shareholder or Optionholder’s Pro Rata Portion of the Merger Consideration. (bc) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person party in respect of Losses arising out of any fraud, breaches of covenants or obligations or any willful breaches of representations and warranties on the part of such party (including any Stockholder) for it is agreed and understood that the Survival Date and the Threshold Amount shall not apply in respect of any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to ClosingLosses). (d) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Agreement (other than Section 6.6(b)) shall prohibit Parent from seeking limit the liability of the Shareholders or Optionholders in respect of Losses arising out of breaches of the representations and obtaining recourse against the Stockholderswarranties contained in Section 2.1, Section 2.2 or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, Section 2.4 hereof or any of them, are entitled Losses incurred pursuant to Article I clauses (b), (c), (d), (e) and (f) of Section 6.2 hereof. (e) The maximum amount the Indemnified Parties may recover from the Shareholders and Optionholders for Losses incurred in connection with any allegation in a Third Party Claim that, if true, would constitute a breach or inaccuracy of any representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement shall be limited to $4,000,000; provided, however, that the foregoing limitation shall not apply to any Loss incurred in a Third Party Claim that constitutes an actual breach or inaccuracy of any representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent Mariposa US and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Acquisition Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent Mariposa US has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent Mariposa US from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent Mariposa US issues more than the Merger Acquisition Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b8.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually and (c) hereof and except for any Losses incurred pursuant to a breach of the indemnity representations and warranties set forth in Section 6.2 hereof 3.16 (Taxes) or any Company Fundamental Representations or Stockholder Fundamental Representations, the Escrow Fund shall be the Indemnified Parties’ sole source of recovery for Losses incurred or sustained by the Indemnified Parties pursuant to Section 8.2(a)(i). An amount equal to $3,000,000 minus the amount of any portion of the Escrow Amount released to the Indemnified Parties shall be $100,000the limit for Losses incurred pursuant to a breach of the representations and warranties set forth in Section 3.16 (Taxes). In addition, except as set forth in Section 8.3(b), the aggregate amount of all payments paid to the Indemnified Party pursuant to Section 8.2(a) shall not exceed the Initial Cash Amount. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing Nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence fraud or intentional misrepresentation or willful misconductbreach or criminal activity or had knowledge of the same. (c) Nothing in this ARTICLE VIII shall limit the liability of the Company or Stockholder for any breach of any representation, warranty or covenant contained in this Agreement or in any certificates or other instruments delivered pursuant to this Agreement if the Merger does not close. (d) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI ARTICLE VIII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has Closing or waived a any condition to Closingthe Closing related thereto. (de) From and after the Closing, Stockholder shall not seek, or have any right to seek, indemnification or contribution from any Indemnified Party with respect to any action, suit, proceeding, complaint, claim or demand brought by any Indemnified Party pursuant to this Agreement. (f) Notwithstanding anything contained in this Agreement to the contrary hereincontrary, nothing no Indemnified Party shall prohibit Parent from seeking have any right to indemnification under this ARTICLE VIII with respect to any Losses to the extent (and obtaining recourse against only to the Stockholdersextent) such Losses (i) relate to any item included in, or any liabilities reserved or accrued for (whether in whole or in part) in, the calculation of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, Net Working Capital (as finally agreed upon or any of them, are entitled determined pursuant to Article I Section 2.8); or (ii) are duplicative of this AgreementLosses that have previously been recovered hereunder by an Indemnified Party. (g) The Indemnified Parties’ entitlement to indemnification shall also be subject to the limitations set forth on Schedule 8.3(g).

Maximum Payments; Remedy. (a) Except The Purchaser Indemnified Parties, on the one hand, or the Members, on the other hand (each, an “Indemnified Party”), shall not be entitled to any recovery resulting from Section 8.2(a)(i) or Section 8.2(b)(i), respectively, until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of such Indemnified Parties with respect to such matters exceeds $50,000 in the aggregate; and in such event, the Purchaser Indemnified Parties or the Members, as the case may be, shall, subject to the limitations set forth in the remaining subsections of this Section 6.3(b) hereof8.3, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant be entitled to be indemnified against and compensated and reimbursed to the indemnity extent all Losses from the first Dollar thereof; provided, that the limitations set forth in this Section 6.2 hereof for Losses 8.3(a) shall be $100,000not apply to any indemnification claims relating to any breach (or an allegation that would amount to a breach in the case of a third party claim) of any representation or warranty that involves fraud or Willful Breach (including pursuant to Section 8.2(a)(iii) or Section 8.2(b)(iii)). (b) Notwithstanding anything The Purchaser Indemnified Parties’ right to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered indemnification pursuant to this Agreement, each Stockholder shall Article VIII on account of any Losses will be liable for reduced by all such insurance of the Company or other third party indemnification or contribution proceeds actually received by the Company in respect of those Losses, but net of applicable costs and expenses involved in the case of seeking such recovery (i) only up including increases in premiums relating thereto). The applicable Purchaser Indemnified Parties shall remit to the full amount Members, for the benefit of the Merger Consideration received by such StockholderMembers, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such insurance or other third party proceeds that are paid to such Purchaser Indemnified Parties with respect to such Losses if for which such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything Purchaser Indemnified Parties have been previously indemnified pursuant to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to ClosingVIII. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(bin Sections 9.04(b), (c) hereofand (d), the maximum amount an Indemnified Party may recover from a Stockholder individually the Company Shareholders pursuant to the indemnity set forth in Section 6.2 hereof for Losses 9.02 shall be $100,000limited to the Holdback Account. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including Company Shareholder in respect of Losses arising out of any Stockholder) for breach of a Fundamental Representation, fraud, breach of covenant, intentional misrepresentation, willful breach or the indemnity set forth in Section 9.02(e). Without limiting the foregoing, it is agreed and understood that the Survival Date shall not apply in respect of any such Losses if such Person perpetrated such arising out of any fraud, gross negligence breach of covenant, intentional misrepresentation, willful breach or willful misconductthe indemnity set forth in Section 9.02(e). (c) Notwithstanding anything to the contrary hereinExcept as set forth in Section 9.04(b), the parties hereto agree and acknowledge that any maximum amount an Indemnified Party may bring a claim for indemnification for recover from any Loss under this Article VI notwithstanding Company Shareholder in respect of Losses incurred (i) pursuant to the fact that such Indemnified Party had knowledge indemnity set forth in Sections 9.02(b), (c), and (d) and (ii) arising out of breaches of the breachrepresentations and warranties contained in the Tax Representation, event or circumstance giving rise in each case, shall be several and not joint and shall be limited, in the aggregate when combined with all other claims against any Company Shareholder pursuant to such Loss prior this Agreement, to the Closing, except where dollar amount determined by multiplying (x) the Merger Consideration by (y) the Parent has waived a condition to ClosingShare Price. (d) Notwithstanding anything Except as set forth in Section 9.04(b), the maximum amount an Indemnified Party may recover from any Company Shareholder pursuant to the contrary herein, nothing shall prohibit Parent from seeking indemnity set forth in Section 9.02 hereof in respect of Losses arising out of breaches of the representations and obtaining recourse against the Stockholders, or any of them, warranties contained in the event that Parent issues more than Special Representations shall be several and not joint and shall be limited in the aggregate when combined with all other claims against any Company Shareholder pursuant to this Agreement, to the dollar amount determined by multiplying (x) .5 by (y) the product of (1) the Merger Consideration to which times (2) the Stockholders, or any of them, are entitled pursuant to Article I of this AgreementParent Share Price.

Maximum Payments; Remedy. (a) The Purchaser Indemnified Parties, on the one hand, or the Stockholder, on the other hand (each, an “Indemnified Party”), shall not be entitled to any recovery resulting from Section 9.2(a)(i) or Section 9.2(b)(i), respectively, until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of such Indemnified Parties with respect to such matters exceeds $250,000 in the aggregate; and in such event, the Purchaser Indemnified Parties or the Stockholder, as the case may be, shall, subject to the limitations set forth in the remaining subsections of this Section 9.3, be entitled to be indemnified against and compensated and reimbursed to the extent all Losses from the first Dollar thereof; provided, that the limitations set forth in this Section 9.3(a) shall not apply to any indemnification claims relating to (i) any breach (or an allegation that would amount to a breach in the case of a third party claim) of any representation or warranty that involves fraud or Willful Breach (including pursuant to Section 9.2(a)(iii) or Section 9.2(b)(iii)) or (ii) any breach (or an allegation that would amount to a breach in the case of a third party claim of the Special Representations and the Fundamental Representations. (b) The maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder under Section 9.2(a)(i), absent fraud or Willful Breach, shall be limited to the Indemnification Escrow Amount; provided, that (i) for any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Special Representations, the maximum amount that the Purchaser Indemnified Parties, may recover from the Stockholder shall be limited to [***] (the “Special Representation Cap”), and (ii) in the case of any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Seller Party Fundamental Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder shall be limited to [***] (the “Indemnifying Stockholder Proceeds”). Absent fraud or Willful Breach by the Company, the Stockholder or any of their respective authorized representatives (including pursuant to Section 9.2(a)(iii)), the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder under Section 9.2(a) shall be limited to the Indemnifying Stockholder Proceeds. The attributed dollar value of any Purchaser Common Stock returned by the Stockholder in connection with any claim for indemnification hereunder (including the number of shares recoverable by the Purchaser Indemnified Party) shall be equal to the Purchaser Common Stock Price; provided, that amounts recoverable from the Stockholder shall be paid in cash in accordance with this Article IX to the extent of the cash Purchase Price prior to any recovery of any Purchaser Common Stock. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against the Stockholder, or remedies available to a Purchaser Indemnified Party, for fraud or Willful Breach by the Company, the Stockholder or any of their respective authorized representatives (including pursuant to Section 9.2(a)(iii)). (c) Except for fraud or Willful Breach committed by the Purchaser or any of its authorized representatives, the maximum amount that the Stockholder may recover under Section 9.2(b)(i) shall be limited to the Indemnification Escrow Amount; provided, that in the case of any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Purchaser Fundamental Representations and claims under Section 9.2(b)(ii), the maximum aggregate amount that the Stockholder may recover from the Purchaser shall be limited to the aggregate Indemnifying Stockholder Proceeds. Notwithstanding anything contained herein to the contrary, nothing herein shall limit the recovery amount against the Purchaser, or remedies available to the Stockholder, for fraud or Willful Breach by the Purchaser or any of its authorized representatives (including pursuant to Section 9.2(b)(iii)). (d) For the avoidance of doubt, (i) if and solely to the extent the amount of a Loss is recovered by an Indemnified Party through the actual payment of a Payable Claim to such Indemnified Party, the same amount of such Loss may not be recovered again by such Indemnified Party by reason of such Loss being subject to indemnification under more than one provision of this Agreement and (ii) if and solely to the extent that a Loss in connection with an Indemnifiable Matter was expressly taken into account in connection with calculations of the Estimated Working Capital Statement pursuant to Section 2.3, the same amount of such Loss may not be recovered under this Article IX, but, in the case of the immediately preceding clauses (i) and (ii), the amount, if any, of Loss that exceeds the amount already recovered under clause (i) or already taken into account under clause (ii) shall be recoverable on and subject to the terms and conditions of this Article IX. (e) The Purchaser Indemnified Parties’ right to indemnification pursuant to this Article IX on account of any Losses will be reduced by all insurance of the Company or other third party indemnification or contribution proceeds actually received by the Company in respect of those Losses (other than the R&W Insurance Policy, except as set forth in Section 6.3(b) hereof9.4(a)), the maximum amount an net of applicable costs and expenses involved in seeking such recovery (including increases in premiums relating thereto). The applicable Purchaser Indemnified Party may recover from a Stockholder individually pursuant Parties shall remit to the indemnity set forth in Section 6.2 hereof Stockholder, for Losses shall be $100,000. (b) Notwithstanding anything to the contrary set forth in this Agreementbenefit of the Stockholder, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates such insurance or other instruments delivered third party proceeds that are paid to such Purchaser Indemnified Parties with respect to such Losses for which such Purchaser Indemnified Parties have been previously indemnified pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconductArticle IX. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b7.3(b) hereof, the maximum amount an that the Indemnified Party Parties may recover from a Stockholder individually each Shareholder for Losses pursuant to the indemnity set forth in Section 6.2 7.2 hereof for Losses shall be $100,000limited to such Shareholder’s Pro Rata Escrow Portion of the Escrow Fund, regardless of whether such amount is recovered prior to or after distribution of the Escrow Fund pursuant to Section 7.4(d), except that for breaches of the representations and warranties of the Company contained in Section 2.15 (Intellectual Property) hereof, the Indemnified Parties may recover from each of the Shareholders up to an amount equal to such Shareholder’s Pro Rata Escrow Portion of fifty percent (50%) of the Merger Consideration. Except with respect to claims pursuant to Section 7.3(b), to the extent an Indemnified Party or the Indemnified Parties are entitled to recover Losses in excess of the Escrow Amount, the liability of the Shareholders for such excess amount shall be several and not joint. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) breaches of the Specified Representationsrepresentations and warranties of the Company contained in Section 2.2 (Company Capital Structure), or (ii) any fraud, gross negligence fraud or intentional misrepresentation or willful misconduct breach by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy ) of any representation, warranty or covenant contained in this Agreement, Agreement or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder Shareholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any StockholderShareholder) for any such Losses if such Person perpetrated such fraud, gross negligence fraud or intentional misrepresentation or willful misconductbreach. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. (a) Except Notwithstanding the foregoing, except as set forth in the second sentence of this Section 6.3(b) hereof7.3(a), the maximum amount an Indemnified Party may not recover from a Stockholder individually pursuant any Losses under Section 7.2 hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 7.2(a)(i) hereof in excess of $350,000 in the aggregate (the “Basket”) has or have been delivered to the indemnity set forth Stockholder Representative as provided in Section 6.2 hereof for Losses 7.4(a) hereof, and such amount is payable in accordance with this ARTICLE VII, at which time such Indemnified Party shall be $100,000entitled to recover Losses so identified in full from the first dollar (including the amount of the Basket). (b) Nothing in this ARTICLE VII shall limit the Liability of any party hereto for any knowing or intentional breach of any representation or warranty or covenant contained in this Agreement, any Related Agreement or any Certificate if the Merger does not close, if the knowing or intentional breach of such representation and warranty or covenant contained in this Agreement, any Related Agreement or any Certificate causes the Merger not to close. (c) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI ARTICLE VII notwithstanding the fact that such Indemnified Party had knowledge Knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has Closing or waived a any condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against Closing related thereto. The waiver of any condition based on the Stockholdersaccuracy of any representation or warranty, or on the performance of or compliance with any of themcovenant or obligation, in will not affect the event that Parent issues more than the Merger Consideration right to which the Stockholdersindemnification based on such representations, or any of themwarranties, are entitled pursuant to Article I of this Agreementcovenants and obligations.

Maximum Payments; Remedy. (a) No claim for indemnification may be made under Section7.2(a)(i) or Section 7.2(a)(ii) (other than recovery under Section 7.2(a)(i) or Section 7.2(a)(ii) for Losses resulting from any breach or inaccuracy of the Surviving Representations, or any fraud or knowing and willful breach with respect to this Agreement or the Certificates, whether or not pursuant to Section 7.2(a)(vii) and/or Section 7.2(b)), unless and until the aggregate amount of Losses of the Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.2(a)) exceeds $285,000 (the “Threshold”), and once such Threshold has been reached, the Indemnifying Parties shall be liable to the Indemnified Parties for the full amount of all Losses, including those that comprised any portion of the Threshold. (b) Except as otherwise set forth in this Section 6.3(b7.3(b), the maximum amount that the Indemnified Parties may recover from each Indemnifying Party under Section 7.2(a)(i) and Section 7.2(a)(x) shall be limited to an amount equal to such Indemnifying Party’s Pro Rata Escrow Portion of one hundred percent (100%) of the Escrow Amount; provided, however, that (i) for breaches of Surviving Representations or any fraud or knowing and willful breach with respect to this Agreement or the Certificates pursuant to Section 7.2(a)(vii), the maximum amount that the Indemnified Parties may recover from each Indemnifying Party shall be limited to an amount equal to the sum of (A) such Indemnifying Party’s Pro Rata Escrow Portion of one hundred percent (100%) of the Escrow Amount and (B) one hundred percent (100%) of the Closing Cash Consideration actually received by such Indemnifying Party, and (ii) for breaches of the representations and warranties contained in Section 2.14 (Intellectual Property) hereof, the maximum amount an that the Indemnified Party Parties may recover from a Stockholder individually pursuant each Indemnifying Party shall be limited to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000sum of (A) such Indemnifying Party’s Pro Rata Escrow Portion of one hundred percent (100%) of the Escrow Amount and (B) an amount of the Closing Cash Consideration actually received by such Indemnifying Party equal to five percent (5%) of such Indemnifying Party’s Pro Rata Indemnity Portion of the Total Consideration. (bc) Notwithstanding anything to the contrary Except as otherwise set forth in this AgreementSection 7.3(c), in the event of Losses arising out maximum amount that the Indemnified Parties may recover from each Indemnifying Party under Sections 7.2(a)(ii) through Section 7.2(a)(ix) is an amount equal to the sum of (iA) the Specified Representations, or such Indemnifying Party’s Pro Rata Escrow Portion of one hundred percent (ii100%) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Escrow Amount and (B) one hundred percent (100%) of the Closing Cash Consideration actually received by such StockholderIndemnifying Party. Notwithstanding the foregoing, provided further that (A) nothing in this Agreement shall limit the liability of any Person Indemnifying Party who is a Company Stockholder (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding VII shall not be the fact that sole and exclusive remedy in respect of such Indemnified Party had knowledge Indemnifying Party) in respect of any Losses arising in connection with the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.matters described in

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b7.6(b) and Section 7.6(c) hereof, the maximum amount an Indemnified Party may recover from a Stockholder an Escrow Participant individually pursuant to the indemnity set forth in Section 6.2 7.2 hereof for Losses shall be $100,000limited to the amounts held in the Indemnification Escrow Fund with respect to such Escrow Participant. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person party in respect of Losses arising out of any fraud, willful or intentional breaches of representations and warranties or willful and intentional breaches of covenants on the part of such party (including any Stockholder) for it is agreed and understood that the Survival Date and the Threshold Amount shall not apply in respect of any such Losses if such Person perpetrated such fraud, gross negligence or willful misconductLosses). (c) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Agreement shall limit the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge liability of the breachEscrow Participants in respect of Losses arising out of a breach of Section 2.2(a) resulting from either (x) the inaccuracy of the ownership of Company Capital Stock or securities convertible into or exercisable for Company Capital Stock by a Stockholder, event (y) a person claiming ownership of Company Capital Stock or circumstance giving rise securities convertible into or exercisable for Company Capital Stock transferred to such Loss prior person from a Stockholder or issued to such person by the ClosingCompany and not reflected in Section 2.2(a) of the Disclosure Schedule, except where Parent has waived a condition to Closingor (z) the inaccuracy of the capitalization of the Company as set forth in Section 2.2(a)(i) of the Disclosure Schedule. (d) Notwithstanding anything Any liability beyond the Indemnification Escrow Fund pursuant to Section 7.6(b) and Section 7.6(c) hereof shall be borne by the Escrow Participants severally, and not jointly, up to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any amount of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreementreceived by each such Escrow Participant.

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the The maximum amount an Indemnified Party may recover from a Stockholder Scheme Shareholder individually pursuant to Section 7.2 and Sections 7.3(a)(i) (except with respect to the indemnity Specified Representations), 7.3(a)(iv) (with respect to all covenants except as set forth in Section 6.2 on Schedule 7.4(b)), 7.3(a)(vi) and 7.3(a)(vii) hereof for Losses shall be $100,000limited to such Scheme Shareholder’s Pro Rata Portion of the Escrow Fund. (b) Notwithstanding anything The maximum amount an Indemnified Party may recover from a Scheme Shareholder individually pursuant to the contrary set forth in this Agreement, in the event of Losses arising out of (i) Section 7.3(a)(i) with respect to the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliatesSections 7.3(a)(ii), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation7.3(a)(iii), warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant 7.3(iv) (with respect to this Agreement, each Stockholder the covenants set forth on Schedule 7.4(b) only and subject to Section 7.4(c)) and 7.3(a)(v) shall be liable for all limited to such Losses, but in Scheme Shareholder’s Pro Rata Portion of the case of (i) only up applicable Losses not to exceed the full amount of the Merger Consideration received by such StockholderScheme Shareholder (after first exhausting the Escrow Fund), provided further however that nothing in this Agreement shall limit the liability of any Person (including any StockholderShareholder) for any such Losses pursuant to Section 7.3(a)(v) if such Person perpetrated such fraud, gross negligence fraud or willful misconductintentional misrepresentation or had knowledge of the same. (c) An Indemnified Party may only recover for breaches of Section 5.8 hereof (Non-Compete) from the Principal Shareholder committing such breach. (d) Nothing in this Agreement shall limit the liability of the Company for any breach of any representation, warranty or covenant contained in this Agreement, any Related Agreements or in any certificates or other instruments delivered pursuant to this Agreement if the Acquisition does not close. (e) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI VII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has Closing or waived a any condition to Closingthe Closing related thereto. (df) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent Purchaser from seeking and obtaining recourse against the StockholdersScheme Shareholders, or any of them, in each case severally and not jointly to the extent of such excess, in the event that Parent Purchaser issues more than the Merger Acquisition Consideration to which the StockholdersShareholders, or any of them, are entitled pursuant to Article I of this Agreement. (g) The indemnification provisions of this Article VII shall be the exclusive remedy of the Indemnified Parties for the recovery of any Losses arising out of this Agreement or the Company Officers’ Certificate except as set forth in the proviso of Section 7.4(b) above.