Common use of Other Indemnification Provisions Clause in Contracts

Other Indemnification Provisions. (a) For all purposes of this Article 6, the amount of Losses arising out of any breach of a representation or warranty, and whether a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by, any such Person or its representatives. (b) Notwithstanding anything to the contrary contained in this Article 6, no Indemnitor shall be liable for any indirect, special, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law. (d) This Article 6 sets forth the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor shall be required to indemnify any Party (or its Affiliates) for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereof. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.

Other Indemnification Provisions. (a) For Subject to the provisions of Section 11.5(c), (i) the aggregate maximum amount of all purposes Losses for which Seller shall be liable pursuant to Section 11.2(a) related to Fundamental Representations shall not exceed the Purchase Price, and the aggregate maximum amount of this Article 6all Losses for which Seller shall be liable pursuant to Section 11.2(a) related to all representations and warranties other than Fundamental Representations shall not exceed an amount equal to 15% of the Purchase Price. (b) Subject to the provisions of 11.5(c), Seller shall not be obligated to provide any indemnification for Losses pursuant to Section 11.2(a) for claims for any inaccuracy in, or breach of, any representations and warranties (other than Fundamental Representations) unless the aggregate amount of Losses arising out of any breach of a representation or warranty, and whether a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether incurred by the matter giving rise Buyer Indemnitees with respect to such Losses was disclosed to the other Party (breaches of, or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The inaccuracies in, representations and warranties contained exceeds $200,000 (the “Threshold”), in Article 3, which case Seller will be liable only for Losses in excess of the Threshold. (c) The limitations set forth in Section 11.5(a) and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, Section 11.5(b) shall not be limited or otherwise affected by or apply to Losses arising as a result of any information furnished to, fraud or any investigation made by, any such Person or its representatives. (b) Notwithstanding anything intentional misrepresentation by Seller with respect to the contrary contained in this Article 6, no Indemnitor shall be liable for any indirect, special, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable LawAgreement. (d) This The Parties acknowledge and agree that the indemnification provided in this Article 6 sets forth XI is the Parties’ exclusive remedyremedy with respect to any Losses arising under or in connection with this Agreement; provided, following however, that (i) any Party may seek equitable relief, including the Closingremedies of specific performance and injunction, for any Loss that may result from with respect to the breach of any covenant or agreement to be performed after Closing, (ii) this Section 11.5(d) shall not apply with respect to any claim based on fraud or intentional breach of the representations or warrantiesthis Agreement, covenants or agreements and (iii) nothing contained in this Agreement shall impair or limit in any way the rights or remedies available to any Party under or in respect of the other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9Transaction Documents. (e) Notwithstanding anything The Parties agree to treat any indemnity payments made pursuant to Sections 11.2 and 11.3 as an adjustment to the contrary contained herein, no Indemnitor shall be required to indemnify any Party (or its Affiliates) Purchase Price for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereofall tax purposes. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.

Other Indemnification Provisions. (a) For all purposes Sellers shall not be required to indemnify any Buyer Indemnified Party under Section 8.2(a)(i) and Section 8.2(b)(i) unless the aggregate amount of this Article 6Losses suffered by any Buyer Indemnified Parties exceeds $800,000 (the “Deductible”) and then Sellers shall be required to indemnify the applicable Buyer Indemnified Parties, subject to Section 8.4(b), for the amount of Losses in excess of the Deductible; provided, that this Section 8.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any of the Fundamental Representations, (y) any indemnification claim arising out of any fraudulent, intentional or willful breach of a any representation or warranty, and whether a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than Sellers in the applicable Disclosure Letter this Agreement or in any Seller Document, or Company Document, or (z) the applicable Form ADV (misrepresentation, breach of, or brochure) or Form BD referred to in the first paragraph of Section 3.1 inaccuracy in, any representation and 3.2) or was investigated warranty made by the other Party Company or Sellers that is excluded from coverage under the R&W Insurance Policy (or its representativesthe “R&W Exclusions”). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, Buyer shall not be limited or otherwise affected required to indemnify any Buyer Indemnified Party under Section 8.2(c)(i) unless the aggregate amount of Losses suffered by or as a result any Seller Indemnified Parties exceeds the Deductible and then Buyer shall be required to indemnify the applicable Seller Indemnified Parties, subject to Section 8.4(b), for the amount of Losses in excess of the Deductible limitation; provided, that this Section 8.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any information furnished toof the Fundamental Representations, or (y) any investigation made byindemnification claim arising out of any fraudulent, intentional or willful breach of any such Person representation of Buyer in this Agreement or its representativesin any Buyer Document. (b) Notwithstanding anything to Neither Sellers, on the contrary contained in this Article 6one hand, no Indemnitor shall be liable for any indirectnor Buyer, specialon the other hand, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law. (d) This Article 6 sets forth the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor shall be required to indemnify any Party Person under Section 8.2(a)(i), Section 8.2(b)(i), or Section 8.2(c)(i), as applicable, for an aggregate amount of Losses exceeding $800,000 (the “General Cap”); provided, that the General Cap shall not apply with respect to Losses related to (x) the failure to be true and correct of any of the Fundamental Representation, (y) any indemnification claim arising out of any fraudulent, intentional or its willful breach of any representation of any Seller or Buyer in this Agreement, or in any Seller Document, Company Document, or Buyer Document or (z) R&W Exclusions. Neither any Seller, on the one hand, nor Buyer, on the other hand, shall be required to indemnify any Person with respect to Fundamental Representations under Section 8.2(a)(i), Section 8.2(b)(i), or Section 8.2(c)(i), as applicable, for an aggregate amount of Losses exceeding the Closing Payment, as adjusted as provided in Section 2.4 (the “Fundamental Cap”); provided, that the Fundamental Cap shall not apply with respect to Losses related to any indemnification claim arising out of any fraudulent breach of any representations of any Seller or Buyer in this Agreement, or in any Seller Document, Company Document or Buyer Document. (c) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants or agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) Sellers shall not have any right of contribution, subrogation or other recourse against the Company, the Subsidiaries, or their respective directors, managers, officers, Employees, Affiliates) , agents, attorneys, stockholders, members, representatives, assigns or successors for any Loss relating to a reduction in Third-Party Claims asserted by Buyer Indemnified Parties, it being acknowledged and agreed that the value covenants and agreements of the members of the Company or any and the Subsidiaries are solely for the benefit of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereofBuyer Indemnified Parties. (fe) If The amount of any Indemnitee receives any amounts in respect of Losses previously paid subject to indemnification under this Article VIII shall be reduced by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee indemnified party under applicable insurance policies and (including the R&W Insurance Policy) with respect to claims related to such Losses (net, without duplication, of (i) any increase in premiums, (ii) Tax benefits actually realized by retroactive premiums, (iii) premium adjustments, or (iv) any Indemnitee by reason deductible or retention amounts incurred in obtaining such recovery), and if any indemnified party receives such insurance proceeds after the settlement of any indemnification claim under this Article VIII, such indemnified party shall refund to such indemnifying party the amount of such insurance proceeds, up to the amount received in connection with such indemnification claim (net of the incurrence or payment total cost of any such Lossesrecovery); provided, that no indemnified party shall be required to notify the provider(s) of, or seek recovery for such Losses under, any insurance policies prior to seeking recovery for such Losses from the indemnifying party pursuant to, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement subject to the contrarylimitations of, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faithArticle VIII. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.

Other Indemnification Provisions. (a) For all purposes Sellers shall not be required to indemnify any Buyer Indemnified Party under Section 8.2(a)(i) and Section 8.2(b)(i) unless the aggregate amount of this Article 6Losses suffered by any Buyer Indemnified Parties exceeds $900,000 (the “Deductible”) and then Sellers shall be required to indemnify the applicable Buyer Indemnified Parties, subject to Section 8.4(b), for the amount of Losses in excess of the Deductible; provided, that this Section 8.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any of the Fundamental Representations, or (y) any indemnification claim arising out of any Fraud. Buyer shall not be required to indemnify any Buyer Indemnified Party under Section 8.2(c)(i) unless the aggregate amount of Losses suffered by any Seller Indemnified Parties exceeds the Deductible and then Buyer shall be required to indemnify the applicable Seller Indemnified Parties, subject to Section 8.4(b), for the amount of Losses in excess of the Deductible limitation; provided, that this Section 8.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any of the Fundamental Representations, or (y) any indemnification claim arising out of any Fraud. (b) Neither Sellers, on the one hand, nor Buyer, on the other hand, shall be required to indemnify any Person under Section 8.2(a)(i), Section 8.2(b)(i), or Section 8.2(c)(i), as applicable, for an aggregate amount of Losses exceeding the then remaining amount of the Indemnity Escrow Funds (the “General Cap”); provided, that the General Cap shall not apply with respect to Losses related to (x) the failure to be true and correct of any of the Fundamental Representation or (y) any indemnification claim arising out of any Fraud. Neither any Seller, on the one hand, nor Buyer, on the other hand, shall be required to indemnify any Person with respect to Fundamental Representations under Section 8.2(a)(i), Section 8.2(b)(i), or Section 8.2(c)(i), as applicable, for an aggregate amount of Losses exceeding the Closing Payment, as adjusted as provided in Section 2.4 (the “Fundamental Cap”); provided, that the Fundamental Cap shall not apply with respect to Losses related to any indemnification claim arising out of any Fraud. (c) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants or agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) Sellers shall not be required to indemnify any Person under Section 8.2(a)(vi) for an aggregate amount of Losses exceeding the Special Escrow Funds. (e) Buyer (on behalf of all Buyer Indemnified Parties) acknowledges and agrees that if a claim for Losses by a Buyer Indemnified Party hereunder could be made as either: (i) a claim for breach of a representation or warrantywarranty under Section 8.2(a)(i) or Section 8.2(b)(i) or (ii) a claim under any other subsection of Section 8.2(a) or Section 8.2(b), and whether then such claim shall be made as a claim for a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) a representation and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochurewarranty under Section 8.2(a)(i) or Form BD referred to in Section 8.2(b)(i), as applicable; provided, however, that the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, foregoing shall not be limited or otherwise affected by or as a result of applicable to any information furnished to, or any investigation claim made by, any such Person or its representativespursuant to Section 8.2(a)(vi). (bf) Notwithstanding anything to the contrary contained in this Article 6, no Indemnitor shall be liable for any indirect, special, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law. (d) This Article 6 sets forth the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except in the case of any Fraud and breach of Fundamental Representation, the Indemnity Escrow Funds are the sole source of recovery for Losses resulting from fraud the Buyer Indemnified Parties against Sellers under Section 8.2(a)(i) and Section 8.2(b)(i) and the Special Escrow Funds are the sole source of an Indemnitor or its Affiliates or as provided in recovery for the Buyer Indemnified Parties against Sellers under Section 4.5 or Section 9.98.2(a)(vi). (eg) Notwithstanding anything Sellers shall not have any right of contribution, subrogation or other recourse against the Company, the Subsidiaries, or their respective directors, managers, officers, Employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns or successors for any Third-Party Claims asserted by Buyer Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the members of the Company and the Subsidiaries are solely for the benefit of the Buyer Indemnified Parties. (h) The amount of any Losses subject to indemnification under this Article VIII shall be reduced by (i) the amounts actually recovered by any indemnified party under applicable insurance policies (including the R&W Insurance Policy) with respect to claims related to such Losses (net, without duplication, of (A) any increase in premiums, (B) retroactive premiums, (C) premium adjustments, or (D) any deductible or retention amounts incurred in obtaining such recovery), and if any indemnified party receives such insurance proceeds after the settlement of any indemnification claim under this Article VIII, such indemnified party shall refund to such indemnifying party the amount of such insurance proceeds, up to the contrary contained hereinamount received in connection with such indemnification claim (net of the total cost of any such recovery); provided, that no Indemnitor indemnified party shall be required to notify the provider(s) of, or seek recovery for such Losses under, any insurance policies prior to seeking recovery for such Losses from the indemnifying party pursuant to, and subject to the limitations of, this Article VIII and (ii) the amount of any Tax benefits actually realized with respect to such Losses. (i) Buyer acknowledges and agrees that the Sellers shall not have any Liability under any provision of this Agreement for any Losses to the extent that such Losses relate solely to (i) action taken by Buyer or any of its Affiliates, or their Representatives or (ii) the Company’s conduct of the business, in each case, after the Closing Date. The Sellers shall not be required to indemnify any Party (Person to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or its Affiliates) for any Loss relating to a reduction in the value willful misconduct of the Company Buyer or any of its Subsidiaries to Affiliates; for the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereof. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net avoidance of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Lossesdoubt, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup no Person shall be entitled to seek such indemnification on behalf of recover the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware amount of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the CompanyLosses more than once.

Other Indemnification Provisions. (a) For Purchaser acknowledges and agrees (on behalf of itself and all purposes of the Purchaser Indemnitees) that, the indemnification provisions in this Article 6IX shall be the sole and exclusive remedy of the Purchaser Indemnitees for any and all claims against the Company for Damages under this Agreement. The Company acknowledges and agrees (on behalf of itself and all of the Seller Indemnitees) that, the amount of Losses arising out of any breach of a representation or warranty, indemnification provisions in this Article IX and whether a breach has occurred, Section 5.4 shall be determined without regard the sole and exclusive remedy of the Seller Indemnitees for any and all claims against Purchaser for Damages under this Agreement. Notwithstanding the foregoing, nothing contained herein shall prevent, or be interpreted to qualifications prevent, any of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) the Parties from bringing an action and without regard to whether the matter giving rise to such Losses was disclosed obtaining a remedy based on allegations of Fraud with respect to the other Party (Parties in connection with this Agreement or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by, any such Person or its representativesContemplated Transactions. (b) Notwithstanding anything to the contrary contained As used in this Article 6IX, no Indemnitor the term “Damages” shall be liable for any indirect, special, consequential, exemplary not include speculative or unforeseeable Damages or punitive damages related to or arising in connection with any indemnification in this Article 6damages, except in cases where to the extent such punitive damages are recovered from an Indemnitee sought or obtained by a Third Party. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) In no event The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any Indemnitee recover more than once for breach of any Losssuch representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach and regardless of whether alternative theories of recovery exist under this Agreement or applicable Lawany investigation by such Party. (d) This Article 6 sets It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by Sections 9.2(a) or 9.4(a), as applicable, is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Sections 9.2(a) or 9.4(a), as applicable, for the assertion of claims under this Agreement are the result of arm’s length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor shall be required to indemnify any Party (or its Affiliates) for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereof. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in no Purchaser Indemnitee shall have any right to indemnification under this Agreement shall (x) require Article IX with respect to any Damages to the Indemnitor to indemnify extent such Damages were included as a liability accrued for on the brokers or other employees face of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faithUnaudited September 2013 Balance Sheet. (hf) Each Indemnitee must mitigate Any indemnification of the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, pursuant to the extent required this Article IX shall be effected by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware wire transfer of any Loss for which immediately available funds from the Company or Purchaser, as the case may be entitled be, to seek indemnification from Morgan Stanley under this Agreementan account designated by any Purchaser Indemnitee or Seller Indemnitee, Citigroup shall be entitled to seek such indemnification on behalf of as the Company and case may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreementbe, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.within fifteen

Other Indemnification Provisions. (a) For all purposes Sellers’ Representative shall not be required to indemnify any Buyer Indemnified Party under Section 7.2(a)(i), and Section 7.2(b)(i) unless the aggregate amount of this Article 6Losses suffered by any Buyer Indemnified Parties exceeds $100,000 (the “Deductible”) and, in such event, the indemnifying party shall be required to pay, subject to Section 7.4(b), only the amount of Losses, in excess of the Deductible; provided, that this Section 7.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any of the Fundamental Representations or Indefinite Representations, or (y) any indemnification claim arising out of any fraudulent, intentional or willful breach of a any representation or warranty, and whether a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than Sellers’ Representative in the applicable Disclosure Letter this Agreement or in the applicable Form ADV (any Seller Document, or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives)Company Document. The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, Buyer shall not be limited or otherwise affected required to indemnify any Buyer Indemnified Party under Section 7.2(c)(i) unless the aggregate amount of Losses suffered by or as a result any Seller Indemnified Parties exceeds the Deductible and then Buyer shall be required to indemnify the applicable Seller Indemnified Parties, subject to Section 7.4(b), for only the Losses in excess of the Deductible; provided, that this Section 7.4(a) shall not apply to Losses related to (x) the failure to be true and correct of any information furnished toof the Fundamental Representations or the Indefinite Representations or (y) any indemnification claim arising out of any fraudulent, intentional or willful breach of any investigation made by, representation of Buyer in this Agreement or in any such Person or its representativesBuyer Document. (b) Notwithstanding anything to Neither Sellers, on the contrary contained in this Article 6one hand, no Indemnitor shall be liable for any indirectnor Buyer, specialon the other hand, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law. (d) This Article 6 sets forth the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor shall be required to indemnify any Party Person under Section 7.2(a)(i), Section 7.2(b)(i), or Section 7.2(c)(i), as applicable, for an aggregate amount of Losses exceeding $2,800,000 (the “General Cap”); provided, that the General Cap shall not apply with respect to Losses related to (x) the failure to be true and correct of any of the Fundamental Representations or its the Indefinite Representations or (y) any indemnification claim arising out of any fraudulent, intentional or willful breach of any representation of Sellers’ Representative or Buyer in this Agreement, or in any Seller Document, Company Document, or Buyer Document. Neither Sellers’ Representative, on the one hand, nor Buyer, on the other hand, shall be required to indemnify any Person with respect to Fundamental Representations or Indefinite Representations under Section 7.2(a)(i), Section 7.2(b)(i), or Section 7.2(c)(i), as applicable, for an aggregate amount of Losses exceeding the Closing Payment, as adjusted as provided in Section 2.4, plus any Contingent Payment actually payable pursuant to Section 2.5 (the “Fundamental Cap”); provided, that the Fundamental Cap shall not apply with respect to Losses related to any indemnification claim arising out of any fraudulent breach of any representations of any Seller or Buyer in this Agreement, or in any Seller Document, Company Document or Buyer Document. (c) For purposes of calculating Losses hereunder, but not for purposes of determining the failure of any representations or warranties to be true and correct or the breach of any covenants or agreements any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (d) Sellers’ Representative shall not have any right of contribution, subrogation or other recourse against the Company, the Subsidiaries, or their respective directors, managers, officers, Employees, Affiliates) , agents, attorneys, stockholders, members, representatives, assigns or successors for any Loss relating Third-Party Claims asserted by Buyer Indemnified Parties for which Sellers’ Representative has an indemnification obligation under this Agreement. (e) The amount of any Losses subject to a reduction indemnification under this Article VII shall be reduced by the amounts actually recovered by any indemnified party under applicable insurance policies with respect to claims related to such Losses (net, without duplication, of (i) any increase in premiums, (ii) retroactive premiums, (iii) premium adjustments, or (iv) any deductible or retention amounts incurred in obtaining such recovery), and if any indemnified party receives such insurance proceeds after the value settlement of any indemnification claim under this Article VII, such indemnified party shall refund to such indemnifying party the amount of such insurance proceeds, up to the amount received in connection with such indemnification claim (net of the Company total cost of any such recovery). While no indemnified party shall be required to notify the provider(s) of, or seek recovery for such Losses under, any of its Subsidiaries insurance policies prior to seeking recovery for such Losses from the indemnifying party pursuant to, and subject to the extent limitations of, this Article VII, if applicable insurance policies which respect to claims related to such Losses are in place by the Company or any of its Subsidiaries is company prior to the Effective Time, such indemnified therefor in accordance with the terms hereofparty shall be required to use commercially reasonable efforts to seek recovery for such Losses under such policies. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason Each of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed Parties agree to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or use its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement commercially reasonable efforts to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of mitigate its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, respective Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law upon and after becoming aware of any Loss for which such Indemnitee seeks indemnification under this Agreementevent or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. (g) In no event shall any indemnifying party be liable to any indemnified party for any special or punitive damages except (i) If Citigroup becomes aware to the extent constituting a part of any Loss Third Party Claim for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreementhereunder is otherwise required, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise and/or (ii) arising out of, or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreementresulting from, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise intentional fraud or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Companywillful misconduct.

Other Indemnification Provisions. (a) For all purposes of this Article 67, the amount of Losses arising out of any breach of a representation or warrantywarranty (other than the first sentences of each of Sections 4.1(i) and 4.2(i), and all of Sections 4.1(o)(i) and 4.2(o)(i) and Sections 4.1(r) and 4.2(r)), and whether a breach representation or warranty has occurredbeen breached, shall be determined without regard to qualifications of materiality or of Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by, any such Person or its representatives. (b) Notwithstanding anything to the contrary contained in this Article 67, no Indemnitor shall be liable for any indirect, special, consequential, exemplary consequential or punitive damages related to or arising in connection with any indemnification in this Article 67, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law. (d) This Article 6 7 sets forth the Parties’ ' exclusive remedy, following the Closing, remedy for any Loss that may result from the breach of any of the representations or warranties, covenants or agreements warranties contained in this Agreement or any other matter arising under this Agreement, except for (A) Losses resulting from the willful misconduct or fraud of an Indemnitor or its Affiliates or Affiliates, (B) the remedies for an "Intentional Breach" by a Party pursuant to Section 9.3 and (C) as provided otherwise specifically set forth in Section 4.5 or Section 9.9this Agreement. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor shall be required to indemnify any Party (or its Affiliates) Indemnitee for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereof. (f) If any Indemnitee receives any amounts in respect of Losses previously paid by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.

Other Indemnification Provisions. (a) For all purposes of this Article 6, the amount of Losses arising out of any breach of a representation or warranty, and whether a breach has occurred, shall be determined without regard to qualifications of materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3, and the rights and remedies that may be exercised by any Person seeking indemnification hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by, any such Person or its representatives. (b) Notwithstanding anything to the contrary contained in this Article 611, no Indemnitor Party shall be liable for and each Party agrees not to assert any claims for any indirect, consequential, special, consequential, exemplary or punitive damages, or any damages pursuant to any theory of loss based on a multiple of any type of earnings, revenue or related measures, related to or arising in connection with any indemnification in matter which is the subject of this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party11. (cb) In no event shall any Indemnitee Claiming Party recover more than once for any LossDamages, regardless of whether alternative theories of recovery exist under this Agreement or applicable LawLegal Requirements. (dc) This Article 6 11 sets forth the Parties’ exclusive remedy, following the Closing, remedy for any Loss damages, liabilities, obligations, penalties, fines, judgments, claims, losses, costs and expenses that may result from the breach of any of the representations or warranties, covenants or agreements warranties contained in this Agreement or any other matter arising under which is the subject of this AgreementArticle 11, except for Losses damages, liabilities, obligations, penalties, fines, judgments, claims, losses, costs and expenses resulting from fraud or wilful misconduct of an Indemnitor Indemnifying Party or its Affiliates or as provided in Section 4.5 or Section 9.9Affiliates. (ed) Notwithstanding anything to the contrary contained hereinin this Article 11, no Indemnitor claim for indemnity shall be required made after the Closing by any Claiming Party for a breach of a particular representation, warranty or covenant if such breach arises out of or is related to indemnify any matters within the Knowledge of such Claiming Party (or its Affiliates) for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to Affiliates at the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereofClosing. (fe) If any Indemnitee Claiming Party receives any amounts in respect of Losses Damages previously paid by the Indemnitor Indemnifying Party or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim any liability of such Indemnitor Indemnifying Party which was previously paid by such IndemnitorIndemnifying Party, the Indemnitee Claiming Party shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification paymentIndemnifying Party. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Citigroup were the Indemnitee with respect to such Loss; provided that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid to the Company. If Morgan Stanley becomes aware of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Company.

Other Indemnification Provisions. (a) For all purposes of this Article 6, Seller shall not be required to indemnify any Purchaser Indemnified Party under Section 6.02(a)(i) unless the aggregate amount of Losses the Purchaser Indemnified Parties are entitled to recover under this Article VI exceeds $50,000 (the “Deductible”) and then Seller shall be required to indemnify the applicable Purchaser Indemnified Parties, subject to Section 6.03(b), for the full amount of such Losses, irrespective of the Deductible limitation; provided, that this Section 6.03(a) shall not limit any recovery for Losses related to (i) the failure to be true and correct of any of the Fundamental Representations, or (ii) any claim arising out of any Fraud of Seller or the Company. Purchaser shall not be required to indemnify any Seller Indemnified Party under Section 6.02(b)(i) unless the aggregate amount of Losses the Seller Indemnified Parties are entitled to recover under this Article VI exceeds the Deductible and then Purchaser shall be required to indemnify the applicable Seller Indemnified Parties, subject to Section 6.03(b), for the full amount of such Losses, irrespective of the Deductible limitation; provided, that this Section 6.03(a) shall not limit any recovery for Losses related to (A) the failure to be true and correct of any of the Purchaser Fundamental Representations, or (B) any claim arising out of any Fraud of Purchaser. (b) Seller shall not be required to indemnify any Purchaser Indemnified Party under Section 6.02(a)(i) for an aggregate amount of Losses exceeding an amount equal to $1,500,000 (the “Cap”); provided, that the Cap shall not apply with respect to Losses related to (i) the failure to be true and correct of any of the Fundamental Representations or (ii) any claim arising out of any Fraud of Seller or the Company. The aggregate amount of Losses recoverable hereunder by the Seller Indemnified Parties for indemnification pursuant to Section 6.02(b)(i) shall not exceed an amount equal to the Cap; provided, however, that such limitation shall not apply to Losses related to (A) the failure to be true and correct of any of the Purchaser Fundamental Representations, or (B) any claim arising out of any Fraud of Purchaser. Seller shall not be required to indemnify any Purchaser Indemnified Party under this Article VI for an aggregate amount of Losses exceeding an amount equal to the Purchase Price (the “Overall Cap”); provided that the Overall Cap shall not apply with respect to Losses related to any claim arising out of any Fraud of Seller or the Company. (c) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of a representation any covenants or warrantyagreements, and whether a breach has occurredcalculating Losses hereunder, shall be determined without regard to qualifications of any materiality or Material Adverse Effect or similar qualifications (other than specified dollar thresholds) and without regard to whether the matter giving rise to such Losses was disclosed to the other Party (or its representatives) (other than in the applicable Disclosure Letter or in the applicable Form ADV (or brochure) or Form BD referred to in the first paragraph of Section 3.1 and 3.2) or was investigated by the other Party (or its representatives). The representations and warranties contained in Article 3representations, warranties, covenants, and agreements contained herein that have the rights and remedies that may be exercised by any Person seeking indemnification hereundereffect of limiting such representations, shall not be limited warranties, covenants or otherwise affected by or as a result of any information furnished to, or any investigation made by, any such Person or its representatives. (b) Notwithstanding anything to the contrary contained in this Article 6, no Indemnitor agreements shall be liable for any indirect, special, consequential, exemplary or punitive damages related to or arising in connection with any indemnification in this Article 6, except in cases where such damages are recovered from an Indemnitee by a Third Party. (c) In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Lawdisregarded. (d) This Article 6 sets forth Seller shall not have any right of contribution, subrogation, or other recourse against the Parties’ exclusive remedyCompany or its directors, following the Closingmanagers, officers, Employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns, or successors for any Loss claims asserted by Purchaser Indemnified Parties, it being acknowledged that may result from the breach covenants and agreements of any Seller and the Company are solely for the benefit of the representations or warranties, covenants or agreements contained in this Agreement or any other matter arising under this Agreement, except for Losses resulting from fraud of an Indemnitor or its Affiliates or as provided in Section 4.5 or Section 9.9Purchaser Indemnified Parties. (e) Notwithstanding anything The amount of any Losses subject to the contrary contained herein, no Indemnitor indemnification under Section 6.02(a) shall be required to indemnify any Party (or its Affiliates) for any Loss relating to a reduction in the value of the Company or any of its Subsidiaries to the extent the Company or any of its Subsidiaries is indemnified therefor in accordance with the terms hereof. (f) If any Indemnitee receives any amounts in respect of Losses previously paid reduced by the Indemnitor or obtains any judgment or award in any litigation relating to an Excluded Liability or Excluded Claim of such Indemnitor which was previously paid by such Indemnitor, the Indemnitee shall distribute such amounts received to the Indemnitor. Any Losses shall be net of any (i) amounts actually recovered by any Indemnitee the Purchaser Indemnified Party under applicable insurance policies and (ii) Tax benefits actually realized by any Indemnitee by reason of the incurrence or payment of any such Losses, and shall be increased by any Tax costs incurred by any Indemnitee as a result of the receipt of the indemnification payment. (g) This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (x) any broker or other employee of a Party or a Company Entity and (y) such Party or its Subsidiaries or such Company Entity. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (x) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor or any of its Subsidiaries or the Company Entities or (y) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith. (h) Each Indemnitee must mitigate to the extent required by applicable Law any Loss for which such Indemnitee seeks indemnification under this Agreement. (i) If Citigroup becomes aware of any Loss for which the Company may be entitled to seek indemnification from Morgan Stanley under this Agreement, Citigroup shall be entitled to seek such indemnification on behalf of the Company and may exercise or cause in effect as of immediately prior to be exercised all of the rights of the Company Closing with respect to such Loss as Losses (net of any Losses incurred in connection with such recovery) and if Citigroup were any Purchaser Indemnified Party receives such insurance proceeds after the Indemnitee with respect settlement of any claim under Section 6.02(a), such Purchaser Indemnified Party shall refund to Seller the amount of such Loss; provided insurance proceeds that any amounts recovered from Morgan Stanley with respect to such Loss shall be paid constitute a duplicate recovery, up to the Company. If Morgan Stanley becomes aware amount received in connection with such claim (net of any Loss for which the Company may be entitled to seek indemnification from Citigroup under this Agreement, Morgan Stanley shall be entitled to seek Losses incurred in connection with such indemnification on behalf of the Company and may exercise or cause to be exercised all of the rights of the Company with respect to such Loss as if Morgan Stanley were the Indemnitee with respect to such Loss; provided that any amounts recovered from Citigroup with respect to such Loss shall be paid to the Companyrecovery).