Common use of Other Limitations Clause in Contracts

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. (i) Notwithstanding anything to the contrary set forth in this AgreementSection 9.2(a) or any other provision hereof, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash the liability of each Indemnifying Party shall not exceed such Indemnifying Party’s Pro Rata Portion of the aggregate Damages, provided that this subclause (net a) is subject to the further limitation of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or paymentseach Indemnifying Party’s liability under subclause (c) by the Indemnified Party or any of its Affiliates on account of such Lossbelow, (b) any Tax Benefits inuring with respect to breaches of Fundamental Representations, the Indemnified liability of the Indemnifying Party on account of such Loss and for indemnification under this Section 9 shall be joint but not several, (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified all claims for indemnification under this Section 9 which are not subject to the Cap, the liability of each Indemnifying Party shall use its reasonable best efforts not exceed 100% of such Indemnifying Party’s Pro Rata Portion of the Merger Consideration and/or Target Retention Bonus Plan, subject to clause (Ae) seek full recovery from any third parties below, (d) claims for indemnification under this Section 9 shall be the sole and under all insurance policies coveringexclusive remedy available to Acquiror Indemnified Persons, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Lossother than, in each case case, with respect to the same extent as it would if liability of a particular Indemnifying Party, instances of fraud or intentional misrepresentation in which such Loss were not subject to indemnification pursuant to this ARTICLE VIII Stockholder participated and (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(be) is realized by the Indemnified Party with respect to any Loss claim for indemnification under this Section 9 which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal is not subject to the aggregate Cap and which is in an amount of that exceeds the recovery or benefit Cap, no Target Retention Bonus Plan Participant who is not an Executive Officer shall be paid promptly in immediately available funds to liable for the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount portion of such Tax Benefit at such time amount that exceeds the Cap (“Excess Indemnification Liability”). (ii) Notwithstanding Section 9.2(a) or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes any other provision hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Acquiror Indemnified Person shall be entitled to recover seek recovery with respect to Claims pursuant to Section 9.2(a)(ix) unless and until the Surviving Corporation or any Loss if and successor or assign has exhausted all remedies available to it against SpinCo or any successor pursuant to the extent Asset Transfer Agreement. Any recovery under the Asset Transfer Agreement shall reduce the Damages the Acquiror Indemnified Persons are entitled to seek pursuant to this Agreement in respect of such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalClaim.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII an Indemnified Party shall be calculated net entitled to receive from the Indemnifying Party with respect to an item of (a) any insurance proceeds actually received in cash (Loss shall be reduced by and net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) recovery actually received by the such Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third other Person with respect to such LossLoss (including insurance proceeds, indemnification rights, counterclaims, warranties, and subrogation actions). The Indemnified Party Purchaser Parties shall, and shall cause the Acquired Companies to, use its commercially reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it they would if such Loss Losses were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)hereunder. In the event that an insurance, indemnification, contribution insurance or other third party recovery is made by any Purchaser Party, any Acquired Company, or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party any of their Affiliates with respect to any Loss Losses for which it any Purchaser Indemnified Party has been indemnified pursuant to this ARTICLE VIIIby the Sellers hereunder, then a refund equal to the aggregate amount of the recovery or benefit (net of all out-of-pocket costs and expenses directly related to pursuing such recoveries) shall be paid made promptly in immediately available funds to the Sellers’ Representative for the benefit of the Sellers. The Indemnifying Party that provided such indemnification shall be subrogated to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable all rights of the Indemnified Party against other Persons in the tax year respect of the respective Loss, in each case determined on a with and without basis any Losses indemnified by such Indemnifying Party hereunder. (comparing the actual cash Tax liability of the ii) No Purchaser Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect entitled to a Loss receive indemnification for any Losses to the extent such Loss Losses are reserved or provided for in the Final Closing Date Schedule or in the determination of the Closing Date Net Working Capital or included in any component of Closing Date Debt or Company Transaction Expenses. (or the receipt of an indemnity payment in respect of such Lossiii) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount After becoming aware of any event or occurrence that could reasonably be expected to give rise to an indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsright hereunder, as the case may be, shall not be each Person entitled to recover more than once for the same Loss. No Seller Indemnified Person indemnification shall be entitled take commercially reasonable steps to recover any Loss if and mitigate all Losses arising therefrom to the extent required to do so by Applicable Law. (iv) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss is reflected in the calculation obligation constituting a breach of Closing Indebtednessmore than one representation, Unpaid Sold Company Transaction Expenses warranty, covenant or Closing Net Working Capitalagreement hereunder.

Other Limitations. Notwithstanding (a) Buyer and Ashland shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by using reasonable best efforts to resolve any such claim or liability. Further, each party shall use its reasonable best efforts to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise to, a Loss, including incurring costs but only to the minimum extent necessary to remedy the breach which gives rise to the Loss. In the event that Buyer or Ashland shall fail to use such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary set forth in this Agreementcontained herein, the amount of other party shall not be required to indemnify any Person for any Loss subject that could reasonably be expected to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibleshave been avoided if Buyer or Ashland, co-paymentsas the case may be, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of had made such Loss, efforts. (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under obtain all insurance policies covering, and all right to indemnification and/or contribution proceeds or other payments from third Persons in parties. The amount of Loss for which the Indemnified Party may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party actually received, realized or retained by the Indemnified Party or any of its Affiliates with respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to (less the amount of any expenses incurred by it in procuring such recovery). If such Person, after having received any indemnification payment pursuant to this ARTICLE VIII (includingAgreement with respect to a Loss, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution subsequently receives or realizes any insurance proceeds or other recovery payment, the Indemnified Party will promptly refund and pay to the Indemnifying Party an amount equal to such insurance proceeds or payment (after deducting therefrom the amount of any expenses incurred by it in procuring such recovery, to the extent such Indemnified Party did not already receive payment for such expenses from the Indemnifying Party), but not in excess of any amount previously paid by the Indemnifying Party to the Indemnified Party in respect of such matter. (c) The amount of any Loss for which indemnification is made or a provided under this Article 9 shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to arising from the incurrence or payment of any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to such Loss. In computing the aggregate amount of the recovery any such Tax cost or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIbenefit, the Indemnified Party shall promptly pay be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Indemnifying receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. (d) If an Indemnified Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and is indemnified for any Losses pursuant to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, this Agreement with respect to any applicable Lossclaim by a third party, any cash Tax savings or refunds that are received then the appropriate Indemnifying Party will be subrogated to all rights and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable remedies of the Indemnified Party in the tax year of the respective Lossagainst such third party, in each case determined on a and such Indemnified Party will reasonably cooperate with and without basis assist the Indemnifying Party in asserting all such rights and remedies against such third party. (comparing e) Notwithstanding any provision herein, Ashland and its Affiliates shall not in any event be liable to any Buyer Indemnitee and Buyer and its Affiliates shall not in any event be liable to any Ashland Indemnitee on account of any indemnity obligation set forth in Section 9.1 or Section 9.2 for any indirect, consequential, special, incidental or punitive damages arising out of, or relating to, this Agreement, any Implementing Agreement or any Transition Agreement, the actual cash Tax Contemplated Transactions, the performance or breach of this Agreement or any liability of or obligation retained or assumed under this Agreement, other than any such damages for which the Indemnified Party for is found liable through the applicable year against the hypothetical cash Tax liability final resolution of the Indemnified a Third Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss Claim. (f) Notwithstanding anything to the extent such Loss (or contrary in this Agreement, it is intended that the receipt provisions of an indemnity payment in respect of such Loss) would this Agreement will not result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount duplicative payment of any indemnification payment amount required to be paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsunder this Agreement, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person and this Agreement shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalconstrued accordingly.

Other Limitations. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agree as follows: (i) The amount of any Damages incurred by a UT Indemnified Party shall be reduced by any amount actually recovered by a UT Indemnified Party with respect thereto under any insurance coverage (net any costs and expenses, including the present value of any insurance premium increases); provided, however, that UT shall not be obligated to seek any such proceeds, benefits or recoveries. (ii) The indemnification provisions provided for in this Article 8 will be the exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement; provided, however, that nothing in this Agreement shall limit the rights or remedies of any Indemnified Party in connection with (i) common law fraud or (ii) seeking any equitable remedies. (iii) No current or former stockholder, director, officer, employee, Affiliate or advisor of Arena or any Affiliate of Arena shall have any liability of any nature to any UT Indemnified Party with respect to the breach by Arena of any representation, warranty, covenant or agreement contained in this Agreement or any Related Agreements. The parties acknowledge that no current or former stockholder, director, officer, employee, Affiliate or advisor of Arena has made or is making any representations or warranties whatsoever in their individual capacity regarding Arena or the subject matter of this Agreement or any Related Agreements, express or implied. (iv) Notwithstanding anything to the contrary set forth in this Agreement, the amount parties hereto agree and acknowledge that any Indemnified Party may bring a Claim for indemnification for any Damages under this Article 8 notwithstanding the fact that such Indemnified Party had Knowledge of the breach, event or circumstance giving rise to such Damages prior to the Closing or waived any Loss subject condition to indemnification pursuant to this ARTICLE VIII the Closing related thereto. (v) No Indemnifying Party shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by obligated to indemnify the Indemnified Party or for any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and Damages to the extent that such Tax Benefit Damages result from or arise out of any matter for which the Indemnifying Party is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect entitled to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by indemnity from the Indemnified Party in under the tax year terms of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthis Agreement.

Other Limitations. Each party acknowledges and agrees that except with respect to claims based on fraud, its sole and exclusive remedy for damages with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article 10. In furtherance of the foregoing, Xxxxxxxxx hereby waives and releases the Sellers from any and all rights, claims and causes of action, known and unknown, foreseen or unforeseen, for monetary or other damages which exist or which may arise in the future under any Environmental Law, including any common law relating to environmental matters, CERCLA, or any other Environmental Laws now or hereafter in effect. Notwithstanding anything to the contrary set forth in this Agreement, no party shall be required to indemnify or hold harmless the other party or otherwise compensate the other party for damage to reputation, lost business opportunities, special, indirect, incidental or consequential damages, lost profits, mental or emotional distress, exemplary, or interference with business operations. Indemnified Persons shall take and shall cause their affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Damages. The amount of any Loss subject to Damages for which indemnification pursuant to this ARTICLE VIII is provided under any of Sections 10.2(a) and 10.2(b) shall be calculated net of (ai) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) amounts recoverable by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) Person from any unrelated third Person parties or under insurance policies or indemnity agreements with respect to such LossDamages and net of any resulting tax benefits related thereto. The An Indemnified Party Person shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to foregoing collateral source of any such claim for indemnity before or within a reasonable amount of time after making any claim for indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Lossby an Indemnifying Person. Any Indemnifying Person may, in each case its sole discretion, require any Indemnified Person to grant an assignment of the same extent as it would if right of such Loss were not subject Indemnified Person to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)assert a claim against any collateral source. In the event that an insuranceof such assignment, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to Person will pursue the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit claim at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalits own expense.

Other Limitations. Notwithstanding anything to the contrary set forth in this AgreementAgreement or any Transaction Document, or any certificates delivered at Closing pursuant thereto: (a) Any Damages otherwise indemnifiable under this ARTICLE 12 shall be reduced by (1) the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received recovered by an Indemnified Party in cash respect of such Damages (net of any applicable costs of collection, deductibles, coretro-payments, “retro premium” premium adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, known and reasonably likely increases in premiums); and (b2) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is Benefit realized by the Indemnified Party arising from the facts or circumstances giving rise to such Damages. For this purpose, an Indemnified Party shall be deemed to realize a Tax benefit with respect to a taxable year if, and to the extent that, the Indemnified Party’s liability for Taxes for such taxable year, calculated by excluding any Loss Tax items attributable to such Damages, exceeds the Indemnified Party’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items attributable to such Damages. (b) Each Indemnified Party will use commercially reasonable efforts to mitigate all Damages; provided, however, that the foregoing shall not require an Indemnified Party to commence any Action. Subject to Section 12.03, in the event that an Indemnifying Party makes any payment to any Indemnified Party for indemnification for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party is reasonably likely that provided such indemnification to the Indemnified Party. If the Indemnified Party receives could have collected on a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIclaim against a third party (including under any contract and any insurance claims), the Indemnified Party shall promptly pay will use its commercially reasonable efforts to enable the Indemnifying Party, at Indemnifying Party’s expense, to pursue claims and conduct litigation to recover such payment; provided, however, that any claim against a third party that constitutes a vendor or a customer of a Company Party that made shall only be conducted with the prior written consent of, and in compliance with a process approved by, Buyer (which approval shall not be unreasonably withheld, but which may take into account concerns with respect to preserving any vendor or customer relationship). The Indemnified Party will not waive or release any contractual right to recover from a third party any Damages for which an indemnification claim has been paid by an Indemnified Party and such indemnification payment Indemnified Party has the amount right to pursue collection under this Section 12.05(b) without the prior written consent of the Indemnifying Party, such Tax Benefit consent not to be unreasonably withheld. The Indemnified Party will, and will cause its Affiliates (including Yucatan or Camden, as applicable, if Yucatan or Camden is an Affiliate), reasonably cooperate with the Indemnifying Party, at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Indemnifying Party. For purposes hereof, “Tax Benefit” shall mean’s expense, with respect to any applicable Loss, any cash Tax savings or refunds that are received such effort to pursue and actually recognized by the collect with respect thereto which is permitted under this section. (c) No Buyer Indemnified Party in the tax year of the respective Loss, and will be entitled to any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis indemnification (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss i) to the extent such Loss matter was taken into account in determining the Final Aggregate Acquisition Consideration (including as Closing Indebtedness or a reduction in Closing Working Capital), or (ii) to avoid any double recovery, to the receipt extent a Buyer Indemnified Party has previously been indemnified or otherwise compensated for such matter pursuant to this ARTICLE 12. (d) For purposes of an indemnity payment determining the amount of any Damages that are the subject matter of a claim for indemnification (but not for determining whether or not any breaches have occurred), each representation and warranty in respect this Agreement shall be read without regard and without giving effect to the term “material” or “Material Adverse Effect” or any similar phrase which has the effect of making such representation or warranty less restrictive (as if any such word or phrase were deleted from such representation and warranty) but not ignoring any dollar thresholds set forth in such representation or warranty, other than the use of the term “Material Adverse Effect” in the first sentence of Section 3.08; provided, however, that for purposes of determining whether or not a breach of such Loss) representation or warranty has occurred under Section 12.02(a), any matter or circumstance or group of related matters or circumstances giving rise to a breach that would result in a reduction claim for Damages by Buyer in excess of Tax basis in depreciable or amortizable property; provided, further, that in no event $40,000 shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once “material” for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthese purposes.

Other Limitations. Notwithstanding anything If the volume or quantity of the Transition Distribution Activities (i) materially exceed the volumes or quantities the Company would reasonably anticipate providing to the contrary SpinCo Business (but for the transactions contemplated by the Separation and Merger Agreements) in the ordinary course during the Term and factoring in the reasonably anticipated growth of the SpinCo Business during such period, unless such volumes, quantities or levels of the services have otherwise been agreed to in writing by the Parties in this Agreement or are set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of Demand Plan and (aii) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account provision of such Lossmaterially excessive volumes or quantities results in a material burden on the Company Business, (b) any Tax Benefits inuring then the Steering Committee shall consult in good faith as to whether a commercially reasonable alternative is available. If the Indemnified Party on account volumes, quantities or levels of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person the services provided with respect to the Transition Distribution Activities during the Term result in a material increase in costs or expenses (beyond those expenses included in COGS) associated with the provision of such LossTransition Distribution Activity), each of Parent and the Company shall negotiate in good faith an amendment to this Agreement to account for such cost or expense increases. The Indemnified Party Company shall use its reasonable best efforts not be obligated to (A) seek full recovery from any third parties and under all insurance policies coveringprovide, and all right or cause to indemnification and/or contribution from third Persons in respect ofbe provided, any Loss Transition Distribution Activity in a jurisdiction where a Permit is required to perform such Transition Distribution Activity in such jurisdiction and the Company does not hold such Permit and cannot either obtain (Bi) mitigate such Transition Distribution Activity from a duly licensed and qualified Third Party Provider upon commercially reasonable terms or (ii) a Permit using commercially reasonable efforts and without incurring any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution expenditure or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred)Liability; provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, furtherhowever, that in each of the foregoing circumstances, the Company shall (x) provide Parent with prompt written notice upon becoming aware that it lacks a required Permit and (y) if possible, cooperate and coordinate with Parent to jointly work around the impediment to perform the affected Transition Distribution Activities in a manner that does not require a Permit and that is consistent with Section 2.3 at no event additional cost to Parent. If, using commercially reasonable efforts, the Company is not able to provide the affected Transition Distribution Activity without the required Permit, the Parties shall the Tax Benefit be deemed cooperate in good faith to exceed the amount of any indemnification payment paid identify a commercially reasonable alternative to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalaffected Transition Distribution Activity.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to and all Losses for which indemnification is provided pursuant to this ARTICLE VIII shall Article 8 or Article 9 will be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductiblesTax Benefit to which an Indemnified Party is entitled by reason of payment of such Liability (taking into account any Tax cost or reduction in such Tax Benefits by reason of receipt of the indemnification payment) and any amounts of any credits, co-discounts, insurance proceeds, indemnification payments, “retro premium” adjustments and similar costs contribution payments or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring reimbursements to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment extent actually received by, or paid in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringkind to, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to such Losses or any Loss for which it has been indemnified pursuant to this ARTICLE VIIIof the circumstances giving rise thereto. In connection therewith, then a refund equal if, at any time following payment in full by the Indemnifying Party of any amounts of Losses due hereunder, the Indemnified Party receives any credits, discounts, insurance proceeds, indemnification payments, contribution payments or reimbursements relating to the aggregate amount of circumstances giving rise to such Losses, the recovery or benefit shall be paid Indemnified Party will promptly in immediately available funds remit to the Indemnifying Party such credits, discounts, proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any other Transaction Agreement. (ii) Notwithstanding any other provisions of this Agreement to the contrary, the Indemnifying Party shall have no indemnification obligations to the extent that provided such any Indemnified Party affirmatively causes or contributes to, or knowingly fails to take actions that causes or contributes to, the conditions giving rise to any indemnifiable Losses; provided, however, that this limitation on the Indemnifying Party’s indemnification obligations shall apply only to the extent of the Indemnified Party’s cause or contribution to the Loss. If For the Indemnified Party receives a Tax Benefit after an indemnification payment is made avoidance of doubt, with regard to it pursuant environmental matters, notwithstanding anything to the contrary in this ARTICLE VIIIAgreement, the Indemnified Party Seller shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and not be responsible for any Losses to the extent that such Tax Benefit Losses are (A) caused or exacerbated by (1) voluntary disclosure to a Governmental Entity (that is realized not required by applicable Environmental Laws or Environmental Permits), (2) a post-Initial Closing release of Hazardous Material by the Indemnified Party. For purposes hereofPurchaser, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year another member of the respective LossPurchaser Group, an Acquired Company or a Joint Venture (or any successors or assigns of any of the foregoing) or (3) a post-Initial Closing violation of Environmental Law, or (B) discovered as the result of any sampling of air, surface water, groundwater, soil or other media by or on behalf of the Purchaser, another member of the Purchaser Group, an Acquired Company or a Joint Venture (or any successors or assigns of any of the foregoing), unless such sampling is (1) required by applicable Environmental Law, (2) a response to a material threat to human health or the environment or (3) conducted in connection with any expansion of a facility, provided that, the Purchaser shall provide prior written notice to the Seller of any sampling pursuant to (B)(1) or (B)(3) above and afford the Seller the opportunity to be present at the site at the time of such sampling, and provided further that the Purchaser shall notify the Seller of any amounts actually credited against cash Taxes payable sampling required pursuant to (B)(2) above as promptly as possible thereafter and afford the Seller the opportunity to be present at the site at the time of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable propertyany future related sampling; provided, further, however that in no event failure to provide such notice to the Seller shall not relieve the Tax Benefit be deemed Seller of any liability hereunder except to exceed the extent the Seller is actually prejudiced thereby. (iii) The amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person Losses claimed by any Purchaser Indemnitee hereunder shall be entitled to recover any Loss if and reduced to the extent such Loss that the Purchaser shall have received the benefit of an adjustment pursuant to Section 2.5 due to the fact that the item that is reflected the subject of the indemnification claim was specifically taken into account in the calculation Final Closing Date Statement of Net Assets or the Malaysia Final Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalStatement as finally determined.

Other Limitations. (a) For all purposes of this Article 7, Losses incurred or suffered by an Indemnified Person shall be net of any amounts of any insurance proceeds actually received by the Indemnified Person (other than with respect to any self-insurance program of the Indemnified Person) or any indemnification or contribution payments under any Contract that are actually received by the Indemnified Person in connection with such Losses, after taking into account any deductible, costs and expenses incurred in collecting such insurance proceeds or other payments or any increase in insurance premiums as a result of such claim. (b) If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by an Indemnifying Person to an Indemnified Person of any amount otherwise required to be paid as indemnification pursuant hereto, the Indemnified Person shall repay, promptly after such determination, any amount that the Indemnifying Person would not have had to pay pursuant hereto had such determination been made at the time of such payment. (c) Notwithstanding the fact that any Indemnified Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Person shall be entitled to recover the amount of any Loss suffered by such Indemnified Person more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. (d) Notwithstanding anything to the contrary set forth in this Agreement, for purposes of determining under this Article 7 the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net Losses resulting from the breach of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs representation or payments) by warranty (but not as the Indemnified Party or any of its Affiliates on account existence of such Lossbreach), (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnificationmateriality, contribution Material Adverse Effect or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person similar qualification with respect to materiality contained in or otherwise applicable to such Loss. The Indemnified Party representation or warranty shall be disregarded. (e) Each Person entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the transactions contemplated under this Agreement shall use its commercially reasonable best efforts to mitigate all Losses upon becoming aware of any event or circumstance that could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (Af) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential LossFor the purpose of this Article 7, in each case where a decision or agreement to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is be made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect Person or the Indemnifying Person is, collectively, to any Loss for which it has been indemnified pursuant to this ARTICLE VIIIbe made by Sellers, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each such case determined on a with and without basis (comparing the actual cash Tax liability of the all references to such Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (Person or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified PersonsIndemnifying Person, as the case may be, in this Article 7 (except for provisions relating to an obligation to make or a right to receive any payments) shall not be entitled deemed to recover more than once for refer to the same Loss. No Seller Sellers’ Representative acting on behalf of such Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtednessor Indemnifying Person, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalas applicable.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE Article VIII shall be calculated net of (ai) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) receivable by the Indemnified Party or any of its Affiliates on account of such Loss, (bii) any Tax Benefits inuring to benefit actually realized by the Indemnified Party on account in the year of payment or the following year arising from the recognition of such Loss Loss, determined on a with and without basis and (ciii) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) receivable from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) use its reasonable best efforts to mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (includingArticle VIII. In the event any payment is made in respect of Losses, for example, Buyer’s judgment regarding the impact Indemnifying Party who made such actions might have on customers and other payment shall be subrogated to the extent of such payment to any related rights of recovery of the Indemnified Party receiving such payment against any third parties having material continuing business relationships with the Sold Companies)party. In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit is realized (as described in the first sentence of this Section 8.7(b8.5(b)) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE Article VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Indemnitees shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person Loss and shall not be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. (a) Notwithstanding anything to the contrary set forth contained in this AgreementArticle IX, the parties shall cooperate with each other to obtain the benefits of any insurance coverage for Third Party Claims that may be in effect at the time a Third Party Claim is asserted, and, if any insurance carrier for Seller or Seller Parent, any Affiliate of Seller, Buyer Group, the Company or any of the Company’s Subsidiaries is obligated or agrees to defend any Third Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall be subject to the reasonable requirements of such insurance carrier. Nothing contained herein shall obligate any party to obtain or continue after the Closing any insurance coverage for any period. (b) The amount of any Losses of any Person subject to indemnification under this Article IX shall be reduced by the amount, if any, (i) received by the Indemnitee from any third Person (including, without limitation, any insurance company or other insurance provider), less the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net increase in premiums associated with such insurance as a direct result of (a) any the payment of such insurance proceeds actually by such insurer (such amount being referred to herein as a “Third Party Reimbursement”), in respect of the Losses suffered thereby, (ii) of all Tax benefits that are realized and from which payment is received in cash by the Indemnitee as a result of such Losses, and (net iii) reserved or accrued on the Closing Balance Sheet with respect to the matters or items giving rise to such Losses. If, after receipt by an Indemnitee of any applicable deductiblesindemnification payment hereunder, co-paymentssuch Person receives a Third Party Reimbursement in respect of the same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the amount of indemnification, “retro premium” adjustments and similar costs or payments) by then the Indemnified Party or any of its Affiliates on account Indemnitee shall turn over all of such Loss, (b) any Tax Benefits inuring Third Party Reimbursement to the Indemnified Party on account Indemnitor up to the amount of such Loss and the indemnification paid pursuant hereto. (c) No Indemnitor shall have any indemnificationliability under this Article IX for indirect, contribution speculative, special, incidental, consequential, punitive or other payment actually received in cash similar damages, including lost profits, lost opportunity costs or lost prospective economic advantage. (net d) No Indemnitor shall have any liability under this Article IX for the portion of any applicable costs Loss that solely arose from or was exacerbated by any action taken directly or indirectly by any Indemnitee on or after the Closing Date. (e) Any Indemnitee that becomes aware of recovery or collection thereof) from any third Person with respect a Loss for which it seeks indemnification under this Article IX shall be required to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Indemnitor shall not be entitled to recover more than once liable for the same Loss. No Seller Indemnified Person shall be entitled to recover portion of any Loss if and that it is solely attributable to the extent such Indemnitee’s failure to mitigate. (f) No party shall have any liability for any Loss is reflected which would not have arisen but for any alteration or repeal or enactment of any law after the Closing Date. (g) Seller and Seller Parent shall have no liability for any Loss which would not have arisen but for any change in the calculation accounting policies, practices or procedures adopted by Buyer Group or their Affiliates or for any other act or omission by Buyer Group or their Affiliates after the Closing Date. (h) Seller and Seller Parent shall have no liability for any Losses that represent the cost of repair or replacement exceeding the lowest reasonable cost of repair or replacement for similar fixtures, furniture or equipment. (i) Seller and Seller Parent shall have no liability for any Loss which would not have arisen but for (x) the Agrawest Transaction or (y) the declaration and payment of any stock dividends by AWI immediately before the AWI Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital(as defined in the Agrawest Acquisition Agreement).

Other Limitations. Notwithstanding anything 10.6.1 To the extent that any Losses incurred by a Purchaser Indemnified Party arise out of (a) a breach of the Seller's representations in any of Section 8.3 (No Violations; Consents and Approvals), Section 8.4 (Title to Transferred Assets) or Section 8.6 (Transferred Tangible Personal Property and Inventory), or (b) a breach of the Seller's covenants to convey a Transferred Asset, and is capable of mitigation through the conveyance to the contrary Purchaser or the applicable Purchaser Indemnified Party of any non-conveyed asset giving rise to such Loss (or another non-conveyed asset that would cure such Loss), the Purchaser and the Seller shall cooperate (at the Seller's expense) to effect any arrangement reasonably proposed by the Purchaser for the conveyance to the Purchaser or the applicable Purchaser Indemnified Party of such asset. To the extent that any Losses incurred by a Purchaser Indemnified Party arise out of a breach of the Seller's covenants in Section 7.2 (Consents pertaining to Transferred Contracts; Shared Contracts) which is capable of mitigation through making available to the Purchaser or the applicable Purchaser Indemnified Party any Shared Contract giving rise to such Loss (or another asset that would cure such Loss), the Purchaser and the Seller shall cooperate (at the Seller's expense) to effect any arrangement reasonably proposed by the Purchaser to mitigate such Loss. In such event, if the Seller is unable to effect such arrangement, the Purchaser shall be entitled to obtain a reasonably equivalent replacement or substitute for such asset on a commercially reasonable basis, and the reasonable cost of such reasonably equivalent replacement or substitute will be an indemnifiable Loss hereunder. 10.6.2 Notwithstanding the foregoing, and subject to Section 10.6.3 below, no claim for indemnification made pursuant to Section 10.1.1 (a) will be indemnifiable: (a) unless the Losses with respect to each individual item or group of related items underlying such claim exceed $[***] (the "Minimum Claim Threshold"), provided that if the Losses with respect to such item or group of related items exceed the Minimum Claim Threshold, the full amount of the claim (and not just the excess above the Minimum Claim Threshold) will be indemnifiable, subject to the other limitations herein; and (b) until the indemnifiable Losses pursuant to Section 10.1.1(a) exceed $[***] in the aggregate (the "Deductible"), in which event the Indemnifying Party will reimburse the Indemnifiable Party only for the amount of the indemnifiable Losses in excess of the Deductible, except as otherwise set forth in Section 10.6.5, provided that notwithstanding any other provision of this Agreement, the maximum aggregate amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall for which an Indemnifying Party may be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person liable with respect to such Lossclaims made pursuant to Section 10.1.1(a), will not exceed $[***] (the "Cap"), except that claims in respect of breaches of the representations and warranties contained in Section 8.8 (Environmental Matters) will be recoverable solely and exclusively as set forth in Section 10.6.5. 10.6.3 Notwithstanding Section 10.6.2 above, claims made with respect to the Fundamental Warranties and the representations and warranties contained in Section 8.8 (Environmental Matters) will not be subject to, and will not be considered in calculating whether claims have exceeded, the Minimum Claim Threshold, the Deductible or the Cap, provided, however, that the maximum amount for which the Seller may be liable with respect to claims made with respect to the Fundamental Warranties will not exceed the Purchase Price, and claims in respect of breaches of the representations and warranties contained in Section 8.8 (Environmental Matters) will be recoverable solely and exclusively as set forth in Section 10.6.5. 10.6.4 The Indemnifying Party shall be liable only for Losses that are direct damages incurred by the Indemnifiable Party, except as provided in the next sentence. The Indemnified Indemnifying Party shall use its reasonable best efforts to (A) seek full recovery from not be liable for any third parties and under all insurance policies coveringconsequential, and all right to indemnification and/or contribution from third Persons incidental, indirect, special or punitive damages, including loss of income, revenue, goodwill or profits or diminution in respect ofvalue, any Loss and (B) mitigate any whether actual or potential Lossprospective, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (includingcase, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and except to the extent that any such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings Losses are paid or refunds that are received payable (and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account subsequently paid) with respect to a Loss Third Party Claim as to which an Indemnifiable Party is entitled to indemnification under this Agreement. 10.6.5 From and after the extent such Loss (or Closing, the receipt sole and exclusive remedy of an indemnity payment any Purchaser Indemnified Party in respect of such Loss) would result in a reduction Environmental Matters shall be recovery pursuant to the Environmental Insurance Policy, and the Purchaser Indemnified Parties hereby waive any and all rights and remedies against the Seller and its Affiliates under any Environmental Laws or relating to Environmental Matters, including for any breach of Tax basis in depreciable or amortizable property; provided, further, that in Section 8.8 (Environmental Matters). 10.6.6 Under no event circumstances shall the Tax Benefit be deemed to aggregate liability of the Seller and its Affiliates under this Agreement (excluding the Seller's indemnification obligations under Section 10.1.1(c)) exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalPurchase Price.

Other Limitations. Notwithstanding anything 10.6.1 To the extent that any Losses incurred by a Purchaser Indemnified Party arise out of (a) a breach of the Seller’s representations in any of Section 8.3, Section 8.4 or Section 8.6, or (b) a breach of the Seller’s covenants to convey a Transferred Asset, and is capable of mitigation through the conveyance to the contrary set forth Purchaser or the applicable Purchaser Indemnified Party of any non-conveyed asset giving rise to such Loss (or another non-conveyed asset that would cure such Loss), the Purchaser and the Seller shall cooperate (at the Seller’s expense) to effect any arrangement reasonably proposed by the Purchaser for the conveyance to the Purchaser or the applicable Purchaser Indemnified Party of such asset. To the extent that any Losses incurred by a Purchaser Indemnified Party arise out of a breach of the Seller’s covenants in Section 7.2 which is capable of mitigation through making available to the Purchaser or the applicable Purchaser Indemnified Party any Shared Contract giving rise to such Loss (or another asset that would cure such Loss), the Purchaser and the Seller shall cooperate (at the Seller’s expense) to effect any arrangement reasonably proposed by the Purchaser to mitigate such Loss. In such event, if the Seller is unable to effect such arrangement, the Purchaser shall be entitled to obtain a reasonably equivalent replacement or substitute for such asset on a commercially reasonable basis, and the reasonable cost of such reasonably equivalent replacement or substitute will be an indemnifiable Loss hereunder. 10.6.2 Notwithstanding the foregoing, and subject to Section 10.6.3 below, no claim for indemnification made pursuant to Section 10.1.1 (a) will be indemnifiable: (a) unless the Losses with respect to each individual item or group of related items underlying such claim exceed One Hundred Thousand U.S. dollars ($100,000) (the “Minimum Claim Threshold”), provided that if the Losses with respect to such item or group of related items exceed the Minimum Claim Threshold, the full amount of the Claim (and not just the excess above the Minimum Claim Threshold) will be indemnifiable, subject to the other limitations herein; and (b) until the indemnifiable Losses pursuant to Section 10.1.1 (a) exceed Two Hundred Fifty Thousand U.S. dollars ($250,000) in the aggregate (the “Deductible”), in which event the Seller will reimburse the Purchaser Indemnified Party only for the amount of the indemnifiable Losses in excess of the Deductible, provided that notwithstanding any other provision of this Agreement, the maximum amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall for which the Seller may be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person liable with respect to such Loss. claims made pursuant to Section 10.1.1 will not exceed One Million U.S. dollars ($1,000,000) (the “Cap”). 10.6.3 [Reserved.] 10.6.4 The Indemnified Indemnifying Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, be liable only for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event Losses that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized are direct damages incurred by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Indemnifiable Party. The Seller Indemnifying Party shall not be liable for any consequential, incidental, indirect, special or punitive damages, including loss of income, revenue, goodwill or profits or diminution in value, whether actual or prospective. 10.6.5 Notwithstanding any other provision to the contrary, in relation to Environmental Matters, the Purchaser Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Parties shall not be entitled to recover more indemnification under Section 10.1.1 for that portion of any Losses attributable to the commencement of any Remedial Action, or the increase, exacerbation, or aggravation of any Remedial Action, resulting from an Environmental Matter existing prior to the Closing Date, when such Remedial Action, or such increase, exacerbation or aggravation, results from: (a) any conduct or failure to act of any Purchaser Indemnified Party if the Purchaser knew or should have known (exercising reasonable care) of such existing Environmental Matter and that their conduct or failure to act would increase, exacerbate or aggravate such Environmental Matter causing the Loss and failed to take reasonable corrective action in connection therewith as a result of such knowledge or imputed knowledge; (b) any site closure at the Facility resulting in the application of a clean-up standard for Remedial Action stricter than once the standard which would have applied for a use comparable to the last industrial operation of the Facility on the Closing Date; or (c) any substantial change in the nature of the activities and services performed at the Facility or any substantial change at the Facility resulting in the application of a clean-up standard for Remedial Action stricter than the standard which would have applied for a use comparable to the industrial operation of the Facility on the Closing Date. 10.6.6 The Purchaser shall not voluntarily approach any Governmental Authorities for the same Loss. No purpose of instigating Remedial Action for pollution which is reasonably likely to require indemnification by the Seller Indemnified Person shall be entitled pursuant to recover any Loss if and Section 10.1.1 unless the Purchaser has first consulted with the Seller as to the extent appropriateness and contents of such Loss approach; provided, however, that the Purchaser shall not be obligated to first consult with the Seller if such consultation would be impracticable under the circumstances, including, without limitation, if an approach to the Governmental Authorities is reflected reasonably necessary to avert an imminent danger of harm or serious pollution of the Environment (in which circumstances, the calculation Purchaser shall promptly notify the Seller after such approach). If the Purchaser goes forward with an approach to Governmental Authorities after conferring with the Seller, the Purchaser shall take into account reasonable comments from the Seller and shall keep the Seller reasonably informed of Closing Indebtednessany material developments in such matter. If permitted by the Governmental Authorities, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthe Purchaser shall provide the Seller with the opportunity to attend scheduled meetings with the Governmental Authorities with respect to such matter.

Other Limitations. Notwithstanding anything (i) Neither Seller nor the Purchaser Parties and Investor B shall have any obligation or liability under Section 10.2 or Section 10.3, as applicable, with respect to any Losses that are (x) caused by the actions of any Indemnitee (except that this clause (x) shall not affect the liability of Purchaser A and Investor A under Section 10.3(a)(iv), (y) exacerbated by any Indemnitee to the contrary set forth in this Agreement, extent of the exacerbation or (z) recovered by any Indemnitee from any third party (including insurers). If the amount of any Loss subject Losses suffered by any Indemnitee is reduced, at any time subsequent to indemnification any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductiblesSection 10.2 or Section 10.3, co-paymentsas applicable, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any other third parties and under all insurance policies coveringparty (including any insurer), and all right an amount equal to indemnification and/or contribution from third Persons the amount of such reduction (not to exceed, in any event, the amount so previously paid in respect of, any Loss and (Bthereof by the Indemnifying Party) mitigate any actual or potential Loss, in each case shall promptly be repaid by the Indemnitee to the same extent as it would if such Loss were not subject to indemnification pursuant to Indemnifying Party. (ii) No amount of indemnity claim shall be payable under this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party Article X with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly that was previously taken into account in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment calculating the amount of such Tax Benefit at such time Closing Net Assets or times as and to any Price Adjustment made pursuant hereto. (iii) If any fact, circumstance or condition forming a basis for any Claim for indemnification under Section 10.2 or Section 10.3 shall overlap with any fact, circumstance, condition, agreement or event forming the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereofbasis of any other claim for indemnification under Section 10.2 or Section 10.3, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit there shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected duplication in the calculation of Closing Indebtednessthe amount of the Losses. (iv) If any fact, Unpaid Sold Company Transaction Expenses circumstance or Closing Net Working Capitalcondition forming a basis for any Claim for indemnification under Section 10.2 or Section 10.3 shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under Section 10.2 or Section 10.3, respectively, arising from the breach of a covenant occurring prior to the Closing, such claim for indemnification shall be treated as a claim arising under Section 10.2 or Section 10.3, as applicable, and be subject to the limitations applicable to such claims. (v) If any fact, circumstance or condition forming a basis for any Claim for indemnification for a breach any of the Seller Entity Representations set forth in Section 3.6 (Financial Statements), Section 3.7 (Absence of Undisclosed Liabilities and Material Adverse Change) and Section 3.22 (Affiliate Transactions) also forms a basis for any Claim for indemnification for a breach of a Seller Property Representation, then such fact, circumstance or condition shall be treated as forming a basis for a Claim for breach of Seller Property Representation to the extent of such fact, circumstance or condition. (vi) Notwithstanding anything in this Article X to the contrary, the indemnification provided in Section 10.2(l) shall be subject only to the limitations and procedures set forth in Section 5.10(c).

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) No Seller nor Xxxxxx shall have any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification liability pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account 7.2 with respect to a Loss to the extent such Loss relates to any item included on, or is a liability reserved or accrued for (and in such case to the extent so reserved or accrued) in, the receipt Final Closing Statement or that is otherwise taken into account in the calculation of any adjustment to the Purchase Price pursuant to Article II. (b) For all purposes of this Article VII, “Losses” shall be net of any amounts actually paid to an indemnity Indemnified Party under any insurance policy in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Party shall use its commercially reasonable efforts to recover all amounts payable from an insurer under any such insurance policy; provided, however, that the amount deemed to be paid under such insurance policies shall be net of the deductible for such policies and any other cost incurred by the Indemnified Party in connection with obtaining such recovery. (c) If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by an Indemnifying Party to an Indemnified Party of any amount otherwise required to be paid as indemnification pursuant hereto, the Indemnified Party shall repay, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant hereto had such determination been made at the time of such payment. (d) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of such Loss) would result more than one provision of this Agreement in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount respect of any indemnification payment paid to the fact, event, condition or circumstance, no Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person Party shall be entitled to recover the amount of any Loss if and suffered by such Indemnified Party more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. (e) No Indemnifying Party shall liable for any punitive damages except to the extent such Loss is reflected first recovered in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalconnection with a Third Party Claim. (f) Each Indemnified Party shall mitigate indemnifiable Losses in accordance with applicable Law.

Other Limitations. Notwithstanding anything (i) None of the Seller Parties or the Purchaser Parties shall have any obligation or liability under Section 11.2 or Section 11.3, as applicable, with respect to any Losses that are (A) caused by the actions of any Indemnified Party, (B) exacerbated by any Indemnified Party to the contrary set forth in this Agreementextent of the exacerbation, the amount of or (C) recovered by any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Lossparty (including insurers). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder. If the amount of any Losses suffered by any Indemnified Party is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII (includingSection 11.2 or Section 11.3, for exampleas applicable, Buyer’s judgment regarding the impact such actions might have on customers and by recovery from any other third parties having material continuing business relationships with party (including any insurer), an amount equal to the Sold Companies). In amount of such reduction (not to exceed, in any event, the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described amount so previously paid in this Section 8.7(brespect thereof by the Indemnifying Party) is realized shall promptly be repaid by the Indemnified Party to the Indemnifying Party. (ii) An Indemnifying Party shall not be required to indemnify any Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the fraud, gross negligence or willful misconduct of the Party seeking indemnification. (iii) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable under this Article XI to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, loss of income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no “multiple of profits”, “multiple of operating income” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses; provided that the foregoing does not limit such Party’s liability under this Article XI with respect to actual loss of revenue, actual loss of income or profits or actual realized diminution in value. (iv) In connection with any Loss claim for which it has been indemnified indemnification pursuant to this ARTICLE VIIISection 11.2(a), then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and indemnifiable Loss will arise only to the extent that such Tax Benefit the Loss is realized caused by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received facts which constitute a breach of such representation and actually recognized warranty and not by the Indemnified Party a deterioration (i) in the tax year creditworthiness of an Obligor in respect of a Purchased Commercial Loan, or (ii) the value of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined underlying real estate collateral based on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (general economic or the receipt of an indemnity payment market conditions in respect of such LossPurchased Commercial Loan. (v) would result In the event of any breach giving rise to an indemnification obligation under this Article XI, an Indemnified Party shall take and cause its Affiliates to take, or cooperate with an Indemnifying Party if so requested by the Indemnifying Party in a reduction order to take, all commercially reasonable measures to mitigate the consequences of Tax basis the related breach. (vi) Notwithstanding anything in depreciable or amortizable property; providedthis Agreement, further, that any amounts payable pursuant to the indemnification obligations under this Article XI shall be paid without duplication and in no event shall any Party hereto be indemnified under different provisions of this Agreement for the Tax Benefit be deemed to exceed same Losses. Without limiting the amount generality of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or foregoing, the Buyer Indemnified PersonsPurchaser Parties (A) shall make no claim for, as the case may be, and shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss indemnification under this Article XI in respect of, any matter that is reflected taken into account in the calculation of Closing Indebtednessthe Estimated Initial Purchase Price or Estimated Deferred Purchase Price, Unpaid Sold Company Transaction Expenses as applicable, pursuant to Section 1.2 and (B) shall be limited to a single price adjustment without duplication to the extent any price adjustment arises from or Closing Net Working Capitalout of any facts, circumstances, conditions or events that overlap.

Other Limitations. Notwithstanding anything to the contrary in this Agreement, (i) no Indemnified Party shall make an indemnification claim hereunder for Damages for which written notice of the underlying claim was not duly delivered to the Indemnifying Party within the applicable time limitation set forth in Section 8.5(a), , (ii) Damages arising from any breach of a representation or warranty shall be calculated without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or words of like meaning set forth therein, except with respect to the representations and warranties of the Company set forth in Section 3.7(b) and clause (a) of Section 3.8), (iii) no Seller Indemnifying Party will be liable for any Damages pursuant to Section 8.1(a)(ii) in respect of a breach of a covenant or agreement unless the Company (with respect to the Pre-Closing period), such Seller Indemnifying Party or any of their Affiliates or Representatives has committed such breach, (iv) no Seller Indemnifying Party will be liable for any Damages pursuant to this Agreement arising from, in respect of or relating to (A) any state or local sales or use Taxes of the Company or its Subsidiaries or (B) the breach or inaccuracy of any representation, warranty, covenant, or agreement set forth in this Agreement with respect to state or local sales or use Taxes of the Company or its Subsidiaries, and (v) no Seller Indemnifying Party will be liable for any fraud or willful breach under this Agreement unless the Company (with respect to the Pre-Closing Period), such Seller Indemnifying Party or any of their Affiliates or Representatives has committed such fraud or willful breach. Notwithstanding anything herein to the contrary, except (A) for the right to specifically enforce the provisions of this Agreement as provided in Section 11.7, (B) for payment of Taxes as provided in Section 2.13 and Section 9.1(a), and (C) with respect to fraud or willful breach, the rights of the Indemnified Parties under this Article VIII shall be the sole and exclusive remedies of the Indemnified Parties with respect to claims under this Agreement after the execution of this Agreement, and none of Parent, Merger Sub, the Company, the Securityholder Representative or any Company Securityholder shall have any other rights or remedies in connection with any breach of this Agreement or any other liability arising out of the negotiation, entry into or consummation of the transactions contemplated by this Agreement, whether based on contract, tort, strict liability, other Laws or otherwise. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth in this Article VIII. Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement of the parties in this Agreement shall give rise to any right on the part of any Indemnified Party, after the Closing, to rescind this Agreement or any of the Transactions. In quantifying the amount of any Loss subject to indemnification pursuant to Damages of the Indemnified Party under this ARTICLE VIII shall Article VIII, there will be calculated net subtracted the amount of any (a1) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments Taxes actually incurred and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable increased premiums, deductibles or other costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case actually incurred relating to the same extent as it would if receipt of such Loss were not subject proceeds and attributable to indemnification pursuant to this ARTICLE VIII (includingany such Damages), for exampleother than proceeds received through self‑insurance or insurance provided by Affiliates of such Indemnified Party, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized actually received by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIIIsuch Damages; provided, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall meanhowever, with respect to any applicable LossLitigation Losses owed by the Indemnifying Party pursuant to Section 8.1(b), any cash such insurance proceeds will accrue fully to the benefit of the Indemnifying Party such that such insurance proceeds will reduce in full on a dollar-for-dollar basis any amounts owed by the Indemnifying Party pursuant to Section 8.1(b), and the Indemnifying Party shall be entitled to enforce any rights (including by instituting an Action) of the Indemnified Party to recover any such insurance proceeds with respect to (a) matters relating to or arising out of the Class Action Litigation and (b) other matters for which the Indemnifying Party is required to indemnify the Indemnified Party hereunder, in each case, from insurance carriers and policies of the Company in existence prior to the Closing, provided that in the event Parent submits a claim for insurance from any such insurance carrier which is denied, (X) Parent shall be entitled to recover any amounts it is entitled to be indemnified for pursuant to this Article VIII from the applicable Escrow Amount and (Y) the Indemnifying Party may enforce any rights it may have under such insurance policies, (2) any Tax savings or refunds that are received and benefit actually recognized realized by the Indemnified Party in that arises from the tax year incurrence or payment of the respective Loss, and any amounts such Damages (taking into account any Tax cost actually credited against cash Taxes payable of incurred by the Indemnified Party in that arises from the tax year receipt or accrual of the respective Lossany indemnity payment), in each case determined on a with and without basis (comparing the actual cash Tax liability of 3) third‑party payments actually received by the Indemnified Party for with respect to such Damages (net of Taxes actually incurred). Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate Damages, to the applicable year against extent it is reasonably feasible to do so, upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. In computing the hypothetical cash amount of Tax liability of benefit or Tax cost referred to in clause (2) above, (x) the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken deemed to recognize all other items of income, gain, loss, deduction or credit, and shall take into account with respect any available Tax attributes (e.g., net operating loss or credit carryforwards), before recognizing any item arising out of the incurrence or payment of any Damages or the accrual or receipt of any indemnity payment hereunder, and (y) the Indemnified Party shall be deemed to have actually realized a Loss Tax benefit or Tax cost to the extent that, and at such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; providedtime as, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Taxes payable by such Indemnified Party. The Seller Indemnified Persons Party is reduced below or the Buyer Indemnified Personsincreased above, as the case may be, shall not the amount of Taxes that such Indemnified Party would be entitled required to recover more than once pay but for the same Lossincurrence or payment of such Damages or the accrual or receipt of the indemnity payment, as the case may be. No Seller In the event that the Indemnifying Parties reimburse the Indemnified Person shall be entitled to recover Party for any Loss if and Damages prior to the extent occurrence of any events contemplated by clauses (1), (2) or (3) above, the Indemnified Party will remit to the Indemnifying Party any such Loss is reflected amounts that the Indemnified Party subsequently receives or realizes with respect to such Damages. Upon the payment in full of any claim hereunder, the Indemnifying Party will be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. The Indemnified Party shall cooperate with the Indemnifying Party, at the Indemnifying Party’s sole expense, in the calculation assertion by the Indemnifying Party of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalany such claim against such other Persons.

Other Limitations. Notwithstanding anything (a) Each Party shall use its reasonable best efforts to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise to a Loss, including incurring costs but only to the contrary set forth extent reasonably necessary to mitigate such Loss. (b) The Indemnified Party shall use its reasonable best efforts to obtain all insurance proceeds or other payments from third parties in order to mitigate the amount of Losses hereunder. The amount of Loss for which the Indemnified Party may be entitled to seek indemnification under this Agreement, Agreement will be reduced by (i) the amount of any insurance proceeds or other payment from a third party received, realized or retained by the Indemnified Party or any of its Affiliates with respect to such Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net (less the amount of any expenses incurred by it in procuring such recovery), and (aii) any insurance proceeds Tax benefit actually received in cash realized (net including by way of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs a deduction or paymentscredit) by the Indemnified Party or any of its Affiliates on account (including the Acquired Entities) as a result of the Loss giving rise to such indemnification. If such Person, after having received any indemnification payment pursuant to this Agreement with respect to a Loss, (b) subsequently receives or realizes any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution insurance proceeds or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to compensation for such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall will promptly refund and pay to the Indemnifying Party that made an amount equal to such indemnification insurance proceeds or payment (after deducting therefrom the amount of any expenses incurred by it in procuring such Tax Benefit at such time or times as and recovery, to the extent that such Tax Benefit is realized Indemnified Party did not already receive payment for such expenses from the Indemnifying Party), but not in excess of any amount previously paid by the Indemnifying Party to the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, Party in respect of such matter. (c) If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any applicable Lossclaim by a third party, any cash Tax savings or refunds that are received then the appropriate Indemnifying Party will be subrogated to all rights and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. (d) Notwithstanding any provision herein, Parent and its Affiliates shall not in any event be liable to any Buyer Indemnitee and Buyer and its Affiliates shall not in any event be liable to any Parent Indemnitee on account of any indemnity obligation set forth in Section 10.1 or Section 10.2 for any indirect, special, incidental or punitive damages (including loss of use, damage to goodwill or loss of business) arising out of, or relating to, this Agreement or any Implementing Agreement, other than any such damages payable to a third party in connection with the tax year resolution of the respective Lossa Third Party Claim. (e) If, in each case determined connection with any claim for the Weymouth Environmental Liability, Parent is contractually obligated to reimburse Washington Group International, Inc. (or, if applicable, its successors) for such Weymouth Environmental Liability, then, upon receipt of reasonably satisfactory documentation evidencing such reimbursement, Buyer shall remit to Parent an amount equal to such reimbursement amount; provided that Buyer shall not have any obligation to remit to Parent any amount in excess of, on a with and without basis cumulative basis, $500,000. (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss f) Notwithstanding anything to the extent such Loss (or contrary in this Agreement, it is intended that the receipt provisions of an indemnity payment in respect of such Loss) would this Agreement will not result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount duplicative payment of any indemnification payment amount required to be paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsunder this Agreement, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person and this Agreement shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalconstrued accordingly.

Other Limitations. Notwithstanding anything herein to the contrary: (a) (i) the Parties acknowledge and agree that the Buyer Indemnified Parties’ sole recourse in respect of claims for breaches of or inaccuracies in representations and warranties set forth in ARTICLE III, ARTICLE IV, ARTICLE V, ARTICLE VI and ARTICLE VII (other than claims for Damages based upon, arising out of, with respect to or by reason of Fraud) shall be under the R&W Insurance Policy and not under this Agreement (for the avoidance of doubt, nothing in this Section 13.03(a) shall limit or modify any of the Buyer Indemnified Parties’ rights to indemnification with respect to the Indemnified Matters), and (ii) none of the limitations in this Section 13.03(a) or elsewhere in this ARTICLE XIII shall apply to any claims relating to Fraud. (b) for purposes of determining the liability of any Seller under this ARTICLE XIII for any Damages, appropriate reductions shall be made to reflect the recovery of any proceeds pursuant to any third party insurance policy actually received by the Buyer Indemnified Parties in respect of such Damages, net of the aggregate amount of all fees, costs and expenses (including reasonable attorneys’ fees and expenses) of recovery or collection, including any deductibles, retentions or similar costs or payments and any increases in premiums (collectively, “Recovery Costs”). For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreementherein, the amount of any Loss subject Buyer Indemnified Parties shall be entitled to seek indemnification pursuant to under this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of XIII concurrently with seeking recovery or collection thereof) from any third Person party insurance policies. If an indemnification payment is actually received by any Buyer Indemnified Party either under a third party insurance policy in respect of the related Damages or indemnification payments that were not previously accounted for with respect to such Loss. The Indemnified Party Damages or indemnification payments when made by the Sellers, Buyer shall use its reasonable best efforts promptly notify the Sellers’ Representative, and promptly, but in any event no later than five (5) Business Days after delivery of such notice by Buyer, pay to the Sellers’ Representative an amount equal to the lesser of (A) seek full recovery from any third parties and under all such insurance policies coveringrecoveries actually received by the Buyer Indemnified Parties, and all right to indemnification and/or contribution from third Persons in respect ofnet of any Recovery Costs, any Loss and (B) mitigate any the actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be indemnification payments previously paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalSellers.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (ai) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The No Indemnified Party shall use its reasonable best efforts be entitled to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after receive an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of any contingent liability unless and until such Loss) would result liability becomes due and payable. Notwithstanding anything in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid this Agreement to the Indemnified Party. The Seller Indemnified Persons or the contrary, no Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person Party shall be entitled to recover indemnified or reimbursed for any Loss if (A) Damages arising or resulting from any change in Applicable Law or GAAP from and to after the extent such Loss is reflected Closing Date; (B) Damages in respect of matters included in the calculation of Closing IndebtednessCompany Cash, Unpaid Sold Company Debt, Seller Transaction Expenses or Closing Net Working Capital, in each case as finally determined pursuant to Section 2.5; (C) Damages arising out of any breach of the representations or warranties contained in ARTICLE III to the extent a corresponding reserve for such Damages has been established on the Latest Balance Sheet or (D) Damages to the extent that such Damages are attributable to: (1) any voluntary act, omission, transaction, or arrangement carried out at the request of, or with the written consent of, Buyer or one of its Affiliates (the “Buyer Group”) before, on or after the Closing Date or under the terms of this Agreement; and (2) any voluntary act, omission, transaction, or arrangement carried out by any member of the Buyer Group on or after the Closing Date which is outside the ordinary course of business of such member of the Buyer Group, and/or which such member of the Buyer Group knew, or ought reasonably to have known (after reasonable inquiry), would, or was reasonably likely to, result in a claim. If Seller is conducting any defense against a Third Party Claim for which a Buyer Indemnified Party has sought indemnification pursuant to Section 9.2(a), the fees and expenses incurred by Seller in connection therewith, including legal costs and expenses, shall be included in Damages for purposes of determining the amount subject to the cap pursuant to Section 9.4(a). (ii) In addition to the foregoing, notwithstanding anything in this Agreement to the contrary, no Buyer Indemnified Party shall be indemnified or reimbursed for any Damages claimed in respect of a breach of any representation or warranty in Section 3.16 for any environmental investigation, monitoring, clean-up, containment, restoration, removal or other corrective or response action (collectively, “Response Action”) unless such Response Action: (A) is affirmatively required under any Environmental Law to address an Environmental Condition existing as of the Closing Date which is discovered during the ordinary course of the operation of the Company’s and its Subsidiaries’ business (and not during or as a result of a voluntary investigation regardless of whether such investigation is undertaken in association with financing or a property transfer or sale); (B) is performed in a cost-effective manner; (C) is designed and scoped in such a manner as to attain compliance with the minimum remedial standards available under Environmental Law taking into account the use of the Real Property as it was used by the Company as of the Closing Date and employing, where applicable, risk-based remedial standards and institutional controls; and (D) does not arise from a voluntary notice not required by Environmental Laws about the Environmental Condition by the Company, Buyer or any agent or representative of Buyer to a Governmental Authority or other Person. Buyer and the Company shall provide reasonable notice of any planned Response Action to the Seller, and, subject to the limitations herein, the Seller shall either, at the Seller’s option, perform the Response Action or cause the Response Action to be performed by an environmental consultant acceptable to Buyer, approval of which shall not be withheld or delayed unreasonably, or shall authorize Buyer or the Company to perform such Response Action. Subject to the limitations herein, if the Seller refuses to perform, cause to be performed, or authorize the performance of any Response Action, or if an emergency exists that requires initiation of Response Action before a reasonable time for Seller’s response has elapsed, Buyer and the Company may, at their option, perform or cause to be performed such Response Action. Buyer and the Company shall provide the Seller with reasonable access to the relevant property or facility for purposes of completing such Response Action and shall reasonably cooperate with the Seller in connection therewith; provided, that Seller shall make reasonable efforts to minimize any adverse impacts on the Company’s business.

Other Limitations. Notwithstanding anything In addition, the parties hereby acknowledge and agree that liability hereunder of an Indemnifying Party for any Losses shall be limited to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated such Losses net of (a) any insurance proceeds actually received in cash or any payments made by any third-party recovered by the Indemnified Party at the time the indemnification payment is or becomes due (net of any applicable deductibles, cocosts of such recovery out-payments, “retro premium” adjustments of pocket prosecution costs and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Losscosts). The Indemnified Party shall use its commercially reasonable best efforts to (A) seek full recovery from collect any third parties and amounts available under all such insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)coverage. In the event that an insurance, indemnification, contribution any such proceeds or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized are received by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount after payment of the recovery or benefit shall be paid promptly in immediately available funds to an indemnity claim by the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIapplicable, the Indemnified Party shall promptly pay the amount of such proceeds or other recovery to the Indemnifying Party that to the extent it is duplicative of a prior payment made by the Indemnifying Party. Further, neither Buyer nor Seller shall have any obligation under this Article IX to indemnify any Indemnified Party in connection with any net reserves adjustment pursuant to Section 2.6 hereof or any reserves deterioration or improvement causing any such adjustment. Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate any and all Losses arising out of, resulting from or relating to any matter for which such Person is entitled to indemnification payment pursuant hereto. In no event shall any party hereto be liable for consequential or indirect damages, Losses based on either the amount reduced current or future profitability or earnings of the Acquired Companies or Losses based on a multiple of such Tax Benefit at profitability, earnings or other factor, or reduction therein (it being understood that all Losses shall for purposes of this Article IX be determined and calculated on a direct, dollar-for-dollar basis), or other Losses not provided for in this Article IX. The Indemnifying Party shall not be liable for punitive damages unless such damages are actually determined by a court of competent jurisdiction to be owed by an Indemnified Party to an unaffiliated third party. With respect to Losses arising out of the breach of any representation, warranty, covenant or agreement contained herein, the Indemnifying Party shall be obligated to indemnify the Indemnified Party only for those claims for which the Indemnified Party has given the Indemnifying Party written notice within the Applicable Survival Period relating to such breach provided that any representation, warranty, covenant or agreement contained herein shall survive the time or times as and it would otherwise terminate pursuant to Section 10.2 to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss have delivered to the extent Indemnifying Party written notice setting forth such Loss (or the receipt of an indemnity payment claim in respect of such Loss) would result in a reduction of Tax basis in depreciable representation, warranty, covenant or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid agreement prior to the Indemnified PartyApplicable Survival Period. The Seller Indemnified Persons or Any Liability for indemnification under this Article IX shall be determined without duplication of recovery by reason of the Buyer Indemnified Persons, as the case may be, shall not be entitled state of facts giving rise to recover such liability constituting a breach of more than once for one representation, warranty, covenant or agreement. To the same Loss. No Seller Indemnified Person extent any Liability is reflected as a liability on the Audited Closing Balance Sheet and taken into account in the calculation of the Closing Date Book Value, no Buyer Indemnitee shall be entitled to recover any Loss if and to the extent indemnification or other payment for such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses Liability under Section 9.1(a) or Closing Net Working CapitalSection 9.2.

Other Limitations. Notwithstanding anything to the contrary set forth in this ARTICLE XI or elsewhere in this Agreement, this ARTICLE XI and Section 13.05(a) shall be subject to the following limitations. (a) In no event shall any Purchaser Indemnified Party be entitled to recover or make a claim against the Escrow Amount or any Seller, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, for any amounts in respect of consequential, incidental or indirect damages, lost profits, diminution in value or punitive, special or exemplary damages and, in particular, no “diminution of value,” “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Loss subject Losses, except for punitive damages solely to indemnification pursuant the extent actually paid to an unrelated third party as a result of a final judgment. Any indemnity payment under this ARTICLE VIII Agreement shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by treated as an adjustment to the Indemnified Party or any of its Affiliates on account of such Loss, Transaction Price for Tax purposes. (b) any Tax Benefits inuring to the The Purchaser Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party Parties shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all have no right to indemnification and/or contribution from third Persons in respect of, assert any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party claim with respect to any Loss for which it has been indemnified pursuant consisting of or relating to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, Taxes with respect to any applicable Loss, any cash Post-Closing Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on Period pursuant to (i) this ARTICLE XI (A) relating to a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be position taken into account with respect to a Loss Post-Closing Tax Period in reliance on a Tax position taken with respect to a Pre-Closing Tax Period or (B) due to the extent such Loss (or the receipt of an indemnity payment unavailability in respect of such Loss) would result in a reduction of any Post-Closing Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount Period of any indemnification payment paid to the net operating losses, credits, deductions or other Tax attributes from a Pre-Closing Tax Period, or (ii) Section 13.05(a). (c) The Purchaser Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Parties shall not be entitled to recover more than once or make a claim for any Losses with respect to any environmental, health or safety matter (including any breach of any representation or warranty contained in this Agreement or any environmental investigatory or corrective action) that is discovered as a result of any Purchaser Indemnified Party conducting or arranging for sampling or analysis of any environmental media, including soil, sediment, air, surface water or groundwater, on or after the Closing Date, except to the extent such Losses represent (i) amounts actually incurred by the Company or any of its Subsidiaries for the same Loss. performance of remedial action ordered by any Governmental Body; (ii) the payment of any fine, penalty or damage award ordered by any Governmental Body; (iii) in reasonable settlement (made in accordance with Section 11.05) of a claim of noncompliance prior to the Closing with any Environmental Laws asserted by any Governmental Body or other third party and related out of pocket fees and expenses; (iv) amounts actually incurred by the Purchaser Indemnified Parties for the performance of remedial action ordered by any Governmental Body that resulted from a breach of any environmental, health or safety representation and warranty provided in Section 2.16; or (v) the payment of any fine, penalty or damage award by Purchaser Indemnified Parties ordered by any Governmental Body that resulted from a breach of any environmental, health or safety representation and warranty provided in Section 2.16. (d) No Seller Purchaser Indemnified Person Party shall be entitled have the right to recover under Section 11.02 or Section 13.05(a) with respect to any Loss if and or alleged Loss (i) to the extent such Loss is reflected or alleged Loss shall have been taken into account in the calculation determination of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital, Closing Indebtedness, Closing Cash or Transaction Expenses (it being understood, without limiting the foregoing, that the Sellers shall not be liable pursuant to this ARTICLE XI or Section 13.05(a) to the extent an item was substantially resolved by the Accounting Firm in connection with the determination of Closing Net Working Capital, Closing Indebtedness, Closing Cash or Transaction Expenses) or (ii) to the extent that the Company had made a corresponding reserve on the Latest Balance Sheet. (e) No Indemnified Party shall have any right to assert any claims, and no Indemnified Party shall be entitled to indemnification, with respect to any Losses that would have been covered by an Alternative Arrangement had such Person or its Affiliates maintained for their benefit the same rights or coverage under an Alternative Arrangement following the Closing that was in effect immediately prior to the Closing. (f) Any Loss for which any Purchaser Indemnified Party is entitled to indemnification under Section 11.02 or Section 13.05(a) shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement or being subject to indemnification pursuant to more than one prong of Section 11.02. (g) No breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Purchaser, after the Closing, to rescind this Agreement or any of the transactions contemplated hereby. (h) For the avoidance of doubt, except with respect to the Escrow Amount, all obligations of the Sellers pursuant to Section 11.02 or Section 13.05(a) are on an individual, and not joint and several, basis. (i) Notwithstanding anything expressed or implied in this Agreement to the contrary (including Section 11.03(a)), the Sellers shall have no liability under this ARTICLE XI, Section 13.05(a) or otherwise for any Losses arising out of or relating to any sales, use or similar Taxes (including, for the avoidance of doubt, any interest, penalty or addition thereto) of the Company or any of its Subsidiaries unless and until such Losses are in the aggregate in excess of $2,000,000 (in which event the Sellers shall have liability under and in accordance with this ARTICLE XI or Section 13.05(a), if applicable, with respect to such Losses only to the extent such Losses exceed $2,000,000 in the aggregate).

Other Limitations. (a) Notwithstanding anything to the contrary set forth contained in this Agreement, the amount of Parties shall be deemed not to have suffered or incurred any Loss subject to indemnification Losses pursuant to this ARTICLE VIII Section 9.2 or Section 9.3 arising from any item or matter to the extent such item or matter was included in (or otherwise the calculation thereof was addressed by) the final determination of Cash and Cash Equivalents, Company Indebtedness, Transaction Expenses, Net Working Capital or the Closing Cash Payment in accordance with Section 2.6, as it is the intent of the Parties that the procedures set forth in Section 2.7 shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments provide the sole and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of exclusive remedies for such Loss, claims. (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs Any liability for indemnification hereunder shall be determined without duplication of recovery or collection thereof) from any third Person with respect by reason of the state of facts giving rise to such Lossliability constituting a breach of more than one representation, warranty or covenant, as applicable. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect ofFor the avoidance of doubt, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party claim with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIIIset of facts, then a refund equal to the aggregate amount events or circumstances made under any one or more provisions of the recovery Section 9.2 or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment Section 9.3 in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event any Loss shall the Tax Benefit not be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may bedouble-counted and once indemnified, shall not be entitled to recover indemnifiable a second time under any other provision of nor counted more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover toward any Loss if and to the extent such Loss is reflected in the calculation of Closing IndebtednessDeductible. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalNO PARTY SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY FOR ANY LOSSES THAT CONSTITUTE PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOST PROFITS, EXCEPT, WITH RESPECT TO ANY OF THE FOREGOING CATEGORIES OF DAMAGES, IF SUCH DAMAGES ARE PAYABLE TO A THIRD PERSON WITH RESPECT TO A THIRD PARTY CLAIM AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, IN WHICH CASE ANY SUCH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND BE COVERED BY THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE IX, AS MAY BE APPLICABLE.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of 6.1 The Seller shall not be liable for any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would Deed Claim if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit the fact, matter, event or circumstance giving rise to the Deed Claim is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party reserved for in the tax year of the respective Loss, and Accounts. 6.2 The Seller shall not be liable for any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss Deed Claim to the extent such Loss that it would not have arisen but for, or has been increased or not reduced: (a) as a result of, any voluntary act, omission or transaction carried out before Closing, by any Target Company acting at the written direction or request of the Purchaser or any member of the Purchaser Group; or (b) by the Purchaser’s failure to cause the Target Companies to be operated in a commercially reasonable manner following the Closing. 6.3 Where the Seller makes a payment to the Purchaser in relation to any Deed Claim (or the receipt of an indemnity payment set-off in respect of such LossDeed Claim is applied in accordance with clause 16) and the Purchaser or any member of the Purchaser Group recovers (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser Group (in whole or in part) in respect of the liability or loss which is the subject of a Deed Claim, the Purchaser or relevant member of the Purchaser Group shall pay to the Seller as soon as practicable after receipt an amount equal to the amount recovered from the third party (net of Taxation and less any reasonable Costs of recovery, including any increase in insurance premiums), provided that the Purchaser shall take all commercially reasonable steps consistent with prior practice to recover any sums that it is entitled to recover with respect to such Deed Claim. 6.4 The Seller shall not be liable to satisfy any Deed Claim to the extent of any corresponding amount (if any) by which any Tax for which the Purchaser or any member of the Purchaser Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result in a reduction of Tax basis in depreciable the matter(s) giving rise to the Deed Claim. 6.5 The Seller shall not be liable for any Deed Claim if and to the extent it is attributable to, or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of such Deed Claim is increased as a result of, any: (i) legislation not in force at the date of this Deed (it being understood and agreed that, if legislation not in force at the date of this Deed has replaced legislation that did exist at the date of this Deed, any indemnification payment paid damages shall be determined by reference to the Indemnified Party. corresponding legislation that existed at the date of this Deed such that this clause (i) serves only to ignore the extent of the changes resulting from such new legislation); (ii) change of law, regulation, directive, requirement or administrative practice or (iii) change in the rates of Taxation in force at the date of this Deed. 6.6 The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once for in respect of any Loss that gives rise to more than one Claim. 6.7 Neither the same Loss. No Seller Indemnified Person Purchaser nor any member of the Purchaser Group shall be entitled to recover claim for any Loss if and punitive or special loss, loss of profit, loss of goodwill or possible business after Closing, whether actual or prospective, or for any indirect or consequential loss, except in each case to the extent such Loss actually paid or required to be paid by the Purchaser or a member of the Purchaser Group to a third party. The Purchaser acknowledges and agrees that, except as provided under the Seller Warranties and the Management Warranty Deed, no other warranty is reflected made by or on behalf of the Seller or any of its Affiliates or the Target Companies or the Management Warrantors in connection with this Deed or any Transaction Document. In particular, the Seller and the Management Warrantors do not make any representation or warranty except as expressly set forth herein or in any Transaction Document as to the accuracy of any forecasts, estimates, projections, statements of intent or opinion provided to the Purchaser, its Affiliates or to its or their advisors on or prior to the date of this Deed (including any documents in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalData Room).

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash Seller will have no liability (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs for indemnification or paymentsotherwise) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring with respect to the Indemnified Party on account matters described in Section 7.2(a)(i) (other than a breach of the representations and warranties of Seller contained in Section 4.14(d), which shall not be subject to such Loss threshold for Damages) or a breach of the covenants contained in Article VI (other than the covenants contained in Sections 6.5, 6.6, 6.9, 6.10 and (c6.14, which shall not be subject to such threshold for Damages) any indemnification, contribution or other payment actually received in cash (net until the total of any applicable costs of recovery or collection thereof) from any third Person all Damages with respect to such Lossmatters exceeds the sum of $300,000 and the Excess Reserves, and then only for the amount by which such Damages exceed the sum of $300,000 and the Excess Reserves. (b) Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 7.2(b) until the total of all Damages with respect to such matters exceeds $300,000, and then only for the amount by which such Damages exceed $300,000. (c) Any amounts otherwise payable to an indemnified party with respect to indemnification for Damages or Taxes incurred by such indemnified party shall be reduced by any Tax Benefit received by such indemnified party. The Indemnified Party indemnified party shall use its reasonable best efforts (provided that this shall not be deemed to require the commencement of legal proceedings) to take such action as is necessary (Aincluding, without limitation, the filing of an amended Federal and state income tax return or a claim for refund) seek full recovery from in order to obtain any third parties Tax Benefit that may be available as a result of any Damages or Taxes indemnified hereunder, unless in the opinion of counsel to such indemnified party there is not substantial authority for claiming a loss, deduction or credit for such Damages or Taxes. A "Tax Benefit" shall arise if, after taking into account the tax consequences of the payment or incurrence by such indemnified party of the Damages or Taxes and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if income tax arising out of such Loss were not subject to indemnified party's receipt of indemnification pursuant to this ARTICLE Article VII or Article VIII (includingin respect of such Damages or Taxes, such indemnified party realizes an actual savings in its liability for exampleTaxes as a result thereof. For this purpose, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit party shall be paid promptly deemed to realize an actual savings in immediately available funds its liability for Taxes upon the filing of its Tax Return claiming actual Tax savings attributable to the Indemnifying Party such indemnification; provided, however, that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as if and to the extent that any such Tax Benefit is realized ultimately denied by a taxing authority, the indemnifying party shall pay to such indemnified 49 party the amount of such denied Tax Benefit plus interest at the rate applied by such taxing authority to underpayments of Tax from the date that interest begins to accrue on the underpayment of Tax as a result of the denial of such Tax Benefit until the date that the amount of such denied Tax Benefit (plus interest) is paid to such indemnified party by the Indemnified Partyindemnifying party. For In the event such indemnified party has a net operating loss for Federal income tax purposes hereoffor (or a net operating loss carryover or investment tax credit carryover to) the year in which a Tax Benefit would otherwise be realized, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed be realized, if ever, only in the year or years in which there is an actual reduction in or refund of the amount of any indemnification payment Taxes paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected over what would have been paid in the calculation absence of Closing Indebtedness, Unpaid Sold Company Transaction Expenses such Tax Benefit (after giving effect to such net operating loss or Closing Net Working Capitalnet operating loss carryover or investment tax credit carryover).

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution of contributory negligence by any Owner Indemnitee(s) or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified PersonsContractor Indemnitee, as the case may be, the indemnifying party shall only be liable for payment of such claims and losses (including defense costs) in direct proportion to the indemnifying party’s percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this Article 14 shall not be entitled construed to recover more than once negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnitee which would otherwise exist at law or otherwise in favor of an Owner Indemnitee or Contractor Indemnitee. If any Action occurs or is threatened, the indemnifying party shall defend the Owner Indemnitee(s) or Contractor Indemnitee(s), as the case may be, with counsel reasonably acceptable to such Indemnitee, at the indemnifying party’s expense, unless such Indemnitee elects to defend itself, in which case the indemnifying party shall pay for such Indemnitee(s) reasonable defense costs. The indemnification obligation of Contractor (or any Subcontractor) and Owner under this Article 14 or otherwise under the same Loss. No Seller Indemnified Person Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverage’s carried whether pursuant to the Contract Documents or otherwise, the amount of insurance proceeds available or paid (except the indemnifying party shall be entitled to recover any Loss if and an offset against their indemnitee obligation to the extent such Loss is reflected of any insurance proceeds actually received by the indemnitee, without condition or reservation, relating to any Action for which the indemnitee seeks to be indemnified pursuant to an indemnitee in this Agreement), or any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen’s compensation acts, disability benefit acts or other employee benefit acts. Provided, however, the liability limitations of Section 4.4 hereof shall apply to and limit Contractor’s indemnitee obligations in this Article 14 solely to the extent relating to damage for delay as set forth therein, and the liability limitations and releases in favor of Owner set forth in the calculation Contract Documents, including Sections 11.7, 17.2.2, 17.3.2, 17.4, and 17.6 of Closing Indebtednessthis Agreement, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalshall be and are express limitations on Owner’s indemnitee obligations under this Article 14 (and all such indemnitee obligations are expressly subject to any and all limitations on Owner’s liability set forth in the Contract Documents).

Other Limitations. Notwithstanding anything 5.1 Where the Purchaser is at any time entitled to recover from some person (other than the contrary set forth Seller) any sum in respect of any matter giving rise to a Claim, Specific Liability Claim or Set Off Escrow Claim under this Agreement, the amount Purchaser shall, before making its decision whether to enforce such recovery, consult with the Seller and have due regard to the representations of the Seller as regards the exercise and enforcement of that right of recovery and the conduct of any Loss subject proceedings to indemnification enforce any such recovery. 5.2 If the Seller pays at any time to the Purchaser an amount pursuant to this ARTICLE VIII a Claim and/or Specific Liability Claim and/or Set Off Escrow Claim and the Purchaser subsequently recovers from some other person any sum in respect of any matter giving rise to such claim, the Purchaser shall, shall be calculated net repay to the Seller the lesser of (ai) any insurance proceeds actually received in cash the amount so paid by the Seller to the Purchaser and (ii) the sum (excluding interest (if any)) recovered from such other person (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar the costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) recovery and any Tax Benefits inuring to tax payable on the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net amount so recovered). 5.3 Upon the Purchaser becoming aware of any applicable costs of recovery matter or collection thereof) from any third Person with respect event which may give rise to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIClaim, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereofPurchaser shall: (I) GIVE NOTICE OF SUCH CLAIM TO THE SELLER AS SOON AS REASONABLY PRACTICABLE AND SHALL GIVE THE SELLER ALL REASONABLE FACILITIES TO INVESTIGATE THAT CLAIM; (II) CONSULT AS FULLY AS IS REASONABLY PRACTICABLE WITH THE SELLER AS REGARDS THE CONDUCT OF ANY PROCEEDINGS ARISING OUT OF SUCH CLAIM; (III) IF NOT IN THE REASONABLE OPINION OF THE PURCHASER PREJUDICIAL TO IT, “Tax Benefit” shall meanTAKE SUCH ACTION AS THE SELLER SHALL REASONABLY REQUEST TO AVOID, with respect to any applicable LossRESIST OR COMPROMISE ANY SUCH CLAIM OR APPEAL ANY DECISION IN RELATION THERETO (SUBJECT TO THE PURCHASER BEING INDEMNIFIED TO ITS REASONABLE SATISFACTION BY THE SELLER AGAINST ANY LOSS WHICH IT MAY SUFFER OR INCUR IN CONNECTION WITH TAKING SUCH ACTION); (IV) MAKE NO ADMISSION OF LIABILITY, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective LossAGREEMENT, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalSETTLEMENT OR COMPROMISE WITH ANY THIRD PARTY IN RELATION TO ANY CLAIM OR ADJUDICATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLER.

Other Limitations. Notwithstanding anything (a) Parent and Merger Sub acknowledge and agree that their sole and exclusive remedy for damages with respect to any and all claims relating to the contrary subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this AgreementArticle VIII, except for claims of fraud. (b) The amount of any Damages for which relief is provided under any of Sections 8.2(a) and 8.2(b) shall be net of any amounts actually recovered by the Indemnified Person from any unrelated third parties or under insurance policies with respect to such Damages and net of any resulting tax benefits actually realized, to the extent if and when realized. For the purposes of this Section 8, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII “amounts actually recovered under insurance policies” by the Indemnified Person shall be calculated net equal to the difference between (1) the actual amount of insurance proceeds and (2) the amount of incremental premium costs which are (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) incurred by the Indemnified Party Person following the loss or any event which gives rise to the payment of its Affiliates on account of such Loss, the insurance proceeds and (b) related to or resulting from such loss and event. In computing the amount of any Tax Benefits inuring such tax benefits, the Indemnified Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the receipt or accrual of any indemnity payment hereunder. For purposes of this Agreement, the Indemnified Person shall be deemed to have “actually realized” a net tax benefit to the extent that, and at such time as, the amount of taxes payable by the Indemnified Party on account Person is reduced below the amount of such Loss and (c) any indemnification, contribution taxes that the Indemnified Person would have been required to pay but for the receipt or other payment actually received in cash (net accrual of any applicable costs of recovery or collection thereof) from any third the indemnity payment. An Indemnified Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringforegoing collateral source for any such claim for indemnity before or within a reasonable amount of time after making any claim for indemnification by an Indemnifying Person. Any Indemnifying Person may request any Indemnified Person to grant an assignment of the right of such Indemnified Person to assert a claim against any collateral source, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were which request shall not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)be unreasonably denied. In the event that an insuranceof such assignment, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to Person will pursue the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment claim at its own expense and the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent net of amounts received from such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalcollateral source.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII a Purchaser Indemnified Person shall be calculated entitled to receive from the Seller with respect to any Damages shall be reduced by and net of (aA) any insurance proceeds recovery actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the such Purchaser Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third other Person with respect to such Loss. The Damages (including insurance proceeds, indemnification rights, counterclaims, warranties, subrogation actions and the like, net of any costs of recovery or increased insurance costs as a result of making an insurance claim (including retroactive premium adjustments)) and (B) any cash Tax benefit actually realized by such Purchaser Indemnified Party as a result of such Damages. Purchaser shall use its commercially reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Damages to the same extent as it would if such Loss Damages were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)hereunder. In the event that an insurance, indemnification, contribution insurance or other third party cash recovery is actually made by Purchaser, or a Tax benefit described in this Section 8.7(bany of its Affiliates (other than Seller) is realized by the Indemnified Party with respect to any Loss Damages for which it any Purchaser Indemnified Person has been indemnified pursuant to this ARTICLE VIIIfrom the Escrow Amount, then a refund equal to the lesser of (1) the aggregate amount of the actual cash recovery (net of any costs of recovery or benefit shall be paid promptly in immediately available funds increased insurance costs as a result of making an insurance claim (including retroactive premium adjustments)) and (2) the amount previously disbursed to the Indemnifying Party that provided such indemnification to Purchaser Indemnified Persons from the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment Escrow Amount in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event Claim shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons Escrow Agent to be held and disbursed in accordance with the Escrow Agreement (or, in the event that the Escrow Agreement has been terminated, paid to Seller). (ii) After becoming aware of any event or the Buyer Indemnified Personsoccurrence that could reasonably be expected to give rise to an indemnification right hereunder, as the case may be, shall not be each Person entitled to recover indemnification shall take commercially reasonable steps to mitigate all Damages arising therefrom. (iii) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such obligation constituting a breach of more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtednessone representation, Unpaid Sold Company Transaction Expenses warranty, covenant or Closing Net Working Capitalagreement hereunder.

Other Limitations. Notwithstanding anything Subject to the contrary set forth provisions of this Section 14.4, the obligations in Section 14.1 above shall apply to and include those Actions arising from the negligent, tortious, intentional or other acts of any Owner Indemnitees, and such indemnification obligations are primary to any insurance in the names of the Owner Indemnitees. In the event of contributory negligence or tortious or intentional act of any Owner Indemnitees, the Contractor shall only be liable for payment of such Actions in direct proportion to the indemnifying party’s percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this AgreementArticle 14 shall not be construed to negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnity which would otherwise exist at law or otherwise in favor of an Owner Indemnitees. If any Action occurs or is threatened, the Contractor shall defend the Owner Indemnitees with counsel reasonably acceptable to such Owner Indemnitees, at the Contractor’s expense, unless an Owner Indemnitees elects to defend itself, in which case the Contractor shall pay for such Owner’ Indemnitees reasonable defense costs, including, but not limited to, all attorneys’ fees, investigation costs, expert witnesses, court costs, and other costs and expenses incurred by such Owner Indemnitees. Contractor shall not have the right to settle any Action without Owner’s prior written consent in each instance. The indemnification obligation of Contractor (or any Subcontractor) under this Article 14 or otherwise under the Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverages carried whether pursuant to the Contract Documents or otherwise, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII insurance proceeds available or paid (except the Contractor shall be calculated net entitled to an offset against its indemnity obligation to the extent of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party Owner Indemnitee, without condition or any of its Affiliates on account of such Lossreservation, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect relating to any Loss Action for which it has been the Owner Indemnitee seeks to be indemnified pursuant to an indemnity in this ARTICLE VIIIAgreement), then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment any limitation on the amount or type of such Tax Benefit at such time damages, compensation or times benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen’s compensation acts, disability benefit acts or other employee benefit acts. Provided, however, any other limitations on the liability of Contractor specifically set forth in this Agreement shall apply to and limit Contractor’s indemnity obligations in this Article 14 as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalprovided therein.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII an Indemnified Party shall be calculated net entitled to receive from the Indemnifying Party with respect to an item of (a) any insurance proceeds actually received in cash (Loss shall be reduced by and net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) recovery actually received by the such Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third other Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to Loss (A) seek full recovery from any third parties and under all including insurance policies coveringproceeds, indemnification rights, counterclaims, warranties, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companiessubrogation actions). In the event that an insurance, indemnification, contribution insurance or other third party recovery is made by Boxlight Group, the Company, or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party any of their Affiliates with respect to any Loss Losses for which it any Boxlight Group Indemnified Party has been indemnified pursuant to this ARTICLE VIIIby the Sellers hereunder, then a refund equal to the aggregate amount of the such insurance or other third party recovery or benefit (net of all out-of-pocket costs and expenses (including increases in premiums resulting therefrom) directly related to pursuing such recoveries) shall be paid made promptly in immediately available funds to the Sellers for the benefit of the Sellers. The Indemnifying Party that provided such indemnification shall be subrogated to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable all rights of the Indemnified Party against other Persons, other than employees, customers, resellers or suppliers of such Indemnified Party or indemnifying Party, as applicable, in the tax year respect of any Losses indemnified by such Indemnifying Party hereunder. (ii) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the respective Lossstate of facts giving rise to such obligation constituting a breach of more than one representation, warranty, covenant, or agreement hereunder. (iii) For the purpose of determining (i) whether or not any breaches of representations and warranties made in this Agreement have occurred and (ii) Losses arising from any such breach, the representations and warranties shall not be deemed qualified by any materiality, Company Material Adverse Effect or other similar reference contained in or otherwise applicable to such representation or warranty, in each case determined on a except with respect to the representations and without basis warranties set forth in Section 3.7, Section 3.9(a), Sections 3.19 and 3.13 generally to the extent there are thresholds of materiality used to define categories of events or Contracts referred to therein, the Fundamental Representations and the Tax Representations. (comparing iv) For all purposes hereunder the actual cash Tax liability terms “Losses” shall not include any indirect, remote, speculative, or punitive damages (other than indemnification for amounts payable to third parties in respect of the Indemnified any Third-Party Claim for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurredindemnification hereunder is otherwise required); provided, in the case of an indemnification claim that is not a Third-Party Claim, such Losses must be reasonably foreseeable as of the Closing Date and will not include any claim for punitive or exemplary damages. (v) Notwithstanding anything to the contrary, the maximum liability of any Seller shall not exceed such Seller’s Pro-Rata Indemnity Portion of the applicable claim for indemnification by Boxlight Group, provided that no Tax Benefit such maximum shall be taken into account exist with respect to a indemnification claims for fraud or intentional misrepresentation, breach of covenants in this Agreement or the Transaction Documents by any such Seller; provided further, no Seller shall be liable for the breach by another Seller of such other Seller’s covenant in this Agreement or the Transaction Documents. (vi) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent such Loss (or necessary to remedy the receipt of an indemnity payment in respect of breach that gives rise to such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. Notwithstanding anything (a) In calculating amounts payable to the contrary set forth in this Agreementan Indemnified Party, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII the indemnified Losses shall be calculated determined without duplication of any other Loss for which an indemnification claim has been made under any other representation, warranty, covenant or agreement and shall be computed net of (ai) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs payments recovered or payments) recoverable by the Indemnified Party or any of its Affiliates on account of under any insurance policy with respect to such LossLosses, (bii) any Tax Benefits inuring to amounts recovered or recoverable by the Indemnified Party on account or any of its Affiliates from any Person with respect to such Loss and Losses (c) whether under any agreement for indemnification, contribution or otherwise) and (iii) any Tax benefit realized or realizable by the Indemnified Party or any of its Affiliates with respect to such Losses. The Indemnified Parties shall use reasonable best efforts to collect any amounts available under such insurance coverage and from such other payment actually received in cash (net of Person alleged to have responsibility and to realize any applicable costs of recovery or collection thereof) from any third Person Tax benefit with respect to such Loss. The If an Indemnified Party realizes a Tax benefit or receives an amount under insurance coverage or from any other Person (other than the Indemnifying Party) with respect to Losses sustained at any time subsequent to any indemnification provided pursuant to this Article VII (and provided such Tax benefit or amount (as applicable) was not taken into account in determining the amount that the Indemnifying Party was required to pay to the Indemnified Party hereunder in connection with such Losses), then such Indemnified Party shall use its reasonable best efforts promptly reimburse the applicable Indemnifying Party for any payment made by such Indemnifying Party in connection with providing such indemnification up to such amount realized or received by such Indemnified Party (Abut in no event in excess of the amount paid by the Indemnifying Party in connection with the indemnification claim giving rise thereto). (b) seek full recovery from any third parties and under all insurance policies covering, and all right Notwithstanding anything to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Lossthe contrary contained herein, in each case to the same extent as it would if such Loss were not subject no event shall any Buyer Indemnified Party be entitled to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party Article VII with respect to any Loss liability (including any liability for which it has been indemnified pursuant to this ARTICLE VIII, Taxes) that is accrued (and then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and only to the extent thereof) on the Final Statement or any amount that such Tax Benefit is realized was the subject of a dispute submitted to, and resolved by, the Independent Accounting Firm pursuant to Section 2.4(c) or that was resolved by the Indemnified Partyparties pursuant to Section 2.4(b) or Section 2.4(c). (c) Claims for indemnification pursuant to Section 7.1(a)(i) or Section 7.2(a)(i) shall not be made after the date that is fifteen (15) months after the Closing Date (the “Survival Expiration Date”). For purposes hereofClaims for indemnification pursuant to Section 7.1(a)(ii), “Tax Benefit” shall meanSection 7.1(a)(iii), with respect Section 7.2(a)(ii) or Section 7.2(a)(iii) for breaches or nonperformance of covenants and agreements which by their terms are to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Lossbe performed, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); providedwhole or in part, that no Tax Benefit shall be taken into account with respect to a Loss or which prohibit actions, subsequent to the extent such Loss Closing Date (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be“Post-Closing Covenants”), shall not be entitled made after the expiration of the three (3) month period following the last date on which each such Post-Closing Covenant was required to recover more be performed (in each case, a “Post-Closing Covenant Survival Expiration Date”). All covenants set forth in this Agreement and the other Transaction Documents (other than once Post-Closing Covenants) shall terminate on the Closing Date and no claim for indemnification may be made in respect thereof at any time following the same LossClosing. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation Claims for indemnification for (A) Export Licenses Losses arising out of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalmonetary liabilities imposed by Alenia Aeronautica S.p.A. or

Other Limitations. Notwithstanding anything 3.1 Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn 12 months after the notice is given pursuant to Section 1 of this Schedule or, in the case of a Claim that is based upon a contingent liability, 12 months after that liability becomes an actual liability, unless, in each case, arbitration in respect of such Claim has been commenced by being referred to arbitration in accordance with Section 16.10. No new Claim may be made in respect of the same facts, matters, events or circumstances giving rise to any such withdrawn Claim. 3.2 BSGR shall not be liable for any Claim (other than a Warranty Claim in respect of a breach of the Title Warranty, the Debt Free Warranty, a Tax Claim under Schedule 10 or a Guernsey Loan Indemnity Claim) if and to the contrary set forth extent that the fact, matter, event or circumstance giving rise to such Claim is fairly disclosed in the Disclosure Letter or any document included in the Disclosure Bundle. 3.3 Save as regards a Tax Claim, if any Claim is based upon a liability which is contingent only, BSGR shall not be liable to pay unless and until such contingent liability gives rise to an obligation to make a payment, provided that this paragraph shall not operate to avoid a claim in respect of such a contingent liability where notice of such claim is given prior to the expiry of the relevant period specified in Section 1.1 above even if such liability shall only become an actual liability after the expiry of such period. 3.4 Nothing in this AgreementSchedule 5 or Section 11 restricts or limits the general obligations of Vale or the relevant member of the BSGR Guinea Group at law to mitigate any loss or damage which Vale or the relevant member of the BSGR Guinea Group may suffer in consequence of any breach of the terms of this Agreement or any fact, matter, event or circumstance which can be foreseen to be likely on the balance of probabilities to give rise to a Warranty Claim and it is agreed and acknowledged that this Section 3.4 shall apply mutatis mutandis to any Indemnity Warranty Claim. 3.5 BSGR shall not be liable in respect of the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net Claim that has been recovered under a policy of (a) any insurance proceeds actually received in cash (net of any applicable deductiblescosts of recovery). 3.6 Other than in respect of a Tax Claim, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party where Vale or any of its Affiliates is entitled to recover (whether by insurance, payment, discount, credit, relief or otherwise) from a third party (other than a member of the BSGR Guinea Group) a sum which indemnifies or compensates them (in whole or in part) in respect of the Loss which is the subject of a Claim, prior to BSGR making any payment hereunder, Vale shall take all reasonable steps or proceedings as BSGR may require (provided that Vale may only be required to appeal against a decision if an opinion has been obtained from a member of Counsel of at least five years call (on account which Vale can rely) to the effect that on the balance of probabilities such appeal is likely to be successful) to enforce such right subject to being indemnified to its satisfaction in respect of the costs and expenses in relation to any such actions, and such actions not being prejudicial or detrimental to the promotion of the best interests of the BSGR Guinea Group and the development of the Project or, without prejudice to Section 3.4 above, the business undertaken by any member of the Vale Group. 3.7 Where BSGR has made a payment to Vale or any of its Affiliates in relation to any Claim and Vale or such Affiliate has recovered (whether by insurance, payment, discount, credit, relief or otherwise) from a third party (other than a member of the BSGR Guinea Group) a sum which indemnifies or compensates Vale or such Affiliate to the extent required by this Agreement in respect of the Loss which was the subject of such LossClaim, (b) any Tax Benefits inuring Vale shall pay to or cause such Affiliate to pay to BSGR as soon as practicable after receipt of such amount from a third party an amount equal to the Indemnified Party on account lower of (i) the amount BSGR paid to Vale or such Loss and Affiliate or (cii) any indemnification, contribution the amount recovered from the third party by Vale or other payment actually received in cash such Affiliate (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case such amount being net of Taxation and less any reasonable costs of recovery). 3.8 BSGR shall not be liable to make any payment to Vale or any of its Affiliates for a Claim to the same extent of any corresponding saving by or net quantifiable financial benefit to Vale or such Affiliate arising directly from the matter(s) giving rise to such Claim, including the amount (if any) by which any Tax for which Vale or such Affiliate would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as it would if such Loss were a direct result of the matter(s) giving rise to the Claim, provided that the foregoing shall not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships i) interfere with the Sold Companies). In right of any party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; or (ii) oblige any party to investigate or claim any credit, relief, remission or repayment available to it or the event that an insuranceextent, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to order and manner of any Loss claim. 3.9 BSGR shall not be liable for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal any Claim if and to the aggregate amount of the recovery extent it is attributable to, or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Claim is increased as a result of, any (i) change of Applicable Law (or any change in interpretation of Applicable Law) after the date of this Agreement, (ii) change after the date of this Agreement in the rates of Taxation in force at the date of this Agreement or (ii) change in circumstances (including a Force Majeure Event) after the date hereof, save to the extent that such change in circumstances arises from an act or omission by BSGR or any member of the BSGR Group other than an act or omission required by Applicable Law provided that this Section 3.9 shall not apply to Tax Benefit Claims. 3.10 There shall be no entitlement to recover from BSGR damages or obtain payment, reimbursement, restitution or indemnity more than once with respect to the total amount of an individual Loss which Vale is entitled to recover from BSGR in accordance with the provisions of this Agreement. 3.11 With regard to any Claim, BSGR shall have no liability for any loss other than a Loss. 3.12 If a breach of any BSGR Warranty or Indemnity Warranty (other than the Title Warranty or any of the FCPA Warranties) is capable of remedy, there shall be entitlement to compensation in respect of such breach if it is not remedied within 120 days after the date on which notice of such breach is served on BSGR. Without prejudice to its duty to mitigate any Loss, and subject to Vale (for itself and as agent or trustee for each BSGR Guinea Group Company and each member of the Vale Group) being indemnified and held harmless by BSGR on demand against all costs reasonably incurred by Vale, any BSGR Guinea Group Company or any member of the Vale Group in connection with the provision of such assistance, Vale shall provide all reasonable assistance to BSGR to remedy any such breach. 3.13 BSGR shall not be liable for any Claim (other than a Tax Claim under Schedule 10) if and to the extent that, at the date of this Agreement, Xxxxxxx Chimisso dos Xxxxxx or Xxxxxxxxx Xxxxxxxx Xxxxxxx xx Xxxxx: (a) was actually aware of the fact, matter or circumstance giving rise to such time Claim and should reasonably have appreciated that such fact, matter or times as circumstance would give rise to such Claim; and (b) the nature of the Losses which result from such Claim should have been reasonably foreseeable by such person. 3.14 BSGR shall not be liable for any Claim (other than a Tax Claim under Schedule 10) if and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereofXxxxxxx Xxxxxxx or, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment solely in respect of such Loss) would result in a reduction environmental or technical mining matters, Xxxx Xxxxx Xxxxx was actually aware as at the date of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount this Agreement of any indemnification payment paid fact, matter or circumstance which would entitle Vale to bring a Claim immediately following Completion. 3.15 Nothing in this Schedule 5 shall have the Indemnified Party. The Seller Indemnified Persons effect of limiting or restricting any liability of BSGR in respect of a Claim arising as a result of any fraud or willful concealment on the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation part of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalBSGR.

Other Limitations. Notwithstanding anything (i) None of the Seller Parties or Purchaser shall have any obligation or liability under Section 10.2 or Section 10.3, as applicable, with respect to any Losses that are (A) caused by the actions of any Indemnified Party, (B) exacerbated by any Indemnified Party to the contrary set forth in this Agreement, extent of the amount of exacerbation or (C) recovered by any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Lossparty (including insurers). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder. If the amount of any Losses suffered by any Indemnified Party is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII (includingSection 10.2 or Section 10.3, for exampleas applicable, Buyer’s judgment regarding the impact such actions might have on customers and by recovery from any other third parties having material continuing business relationships with party (including any insurer), an amount equal to the Sold Companies). In amount of such reduction (not to exceed, in any event, the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described amount so previously paid in this Section 8.7(brespect thereof by the Indemnifying Party) is realized shall promptly be repaid by the Indemnified Party with respect to the Indemnifying Party. (ii) An Indemnifying Party shall not be required to indemnify any Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the fraud, gross negligence or willful misconduct of the Party seeking indemnification. (iii) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable under this Article X to any Loss other Person for which it has been indemnified any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no “multiple of profits”, “multiple of operating income” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) In the event of any breach giving rise to an indemnification obligation under this Article X, an Indemnified Party shall take and cause its Affiliates to take, or cooperate with the Indemnifying Party if so requested by the Indemnifying Party in order to take, all commercially reasonable measures to mitigate the consequences of the related breach. (v) Notwithstanding anything in this Agreement, any amounts payable pursuant to the indemnification obligations under this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit Article X shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as without duplication and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall any Party hereto be indemnified under different provisions of this Agreement for the Tax Benefit be deemed to exceed same Losses. Without limiting the amount generality of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsforegoing, as the case may bePurchaser (A) shall make no claim for, and shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss indemnification under this Article X in respect of, any matter that is reflected taken into account in the calculation of Closing Indebtednessany adjustment to the Unadjusted Purchase Price pursuant to Section 1.3 and (B) shall be limited to a single Price Adjustment without duplication to the extent any Price Adjustment arises from or out of any facts, Unpaid Sold Company Transaction Expenses circumstances, conditions or Closing Net Working Capitalevents that overlap.

Other Limitations. Notwithstanding anything Subject to the contrary set forth in provisions of this AgreementSection 14.4, the amount obligations in Section 14.1above shall apply to and include those claims, causes of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductiblesaction, co-paymentsdamages, “retro premium” adjustments liabilities, losses, obligations, awards, judgments, costs and similar costs or payments) by expenses arising from the Indemnified Party or any of its Affiliates on account of such Lossnegligent, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnificationtortuous, contribution intentional or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount acts of the recovery Owner Indemnitees or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified PersonsContractor Indemnitees, as the case may be, and such indemnification obligations are primary to any insurance in the names of the Owner Indemnitees or Contractor Indemnitees. In the event of contributory negligence by any Owner Indemnitee or Contractor Indemnitee, as the case may be, the indemnifying party shall only be liable for payment of such claims and losses (including defense costs) in direct proportion to the indemnifying party's percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this Article 14 shall not be entitled construed to recover more than once negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnity which would otherwise exist at law or otherwise in favor of an Owner Indemnitee or Contractor Indemnitee. If any Action occurs or is threatened, the indemnifying party shall defend the Owner Indemnitees or Contractor Indemnitees, as the case may be, with counsel reasonably acceptable to such Indemnitee, at the indemnifying party's expense, unless such Indemnitee elects to defend itself, in which case the indemnifying party shall pay for such Indemnitee's reasonable defense costs. The indemnification obligation of Contractor (or any Subcontractor) and Owner under this Article 14 or otherwise under the same Loss. No Seller Indemnified Person Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverages carried whether pursuant to the Contract Documents or otherwise, the amount of insurance proceeds available or paid (except the indemnifying party shall be entitled to recover any Loss if and an offset against their indemnity obligation to the extent such Loss is reflected of any insurance proceeds actually received by the indemnitee, without condition or reservation, relating to any Action for which the indemnitee seeks to be indemnified pursuant to an indemnity in this Agreement), or any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen's compensation acts, disability benefit acts or other employee benefit acts. Provided, however, the liability limitations of Section 4.4 hereof shall apply to and limit Contractor's indemnity obligations in this Article 14 solely to the extent relating to damage for delay as set forth therein, and the liability limitations and releases in favor of Owner set forth in the calculation Contract Documents, including Sections 11.7, 17.2.2, 17.3.2, 17.4, and 17.6 of Closing Indebtednessthis Agreement, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalshall be and are express limitations on Owner's indemnity obligations under this Article 14 (and all such indemnity obligations are expressly subject to any and all limitations on Owner's liability set forth in the Contract Documents).

Other Limitations. Notwithstanding anything Subject to the contrary set forth provisions of this Section 14.4, the obligations in Section 14.1 above shall apply to and include those Actions arising from the negligent, tortious, intentional or other acts of any Owner Indemnitees, and such indemnification obligations are primary to any insurance in the names of the Owner Indemnitees. In the event of contributory negligence or tortious or intentional act of any Owner Indemnitee, the Contractor shall only be liable for payment of such Actions in direct proportion to the indemnifying party’s percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this AgreementArticle 14 shall not be construed to negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnity which would otherwise exist at law or otherwise in favor of an Owner Indemnitee. If any Action occurs or is threatened, the Contractor shall defend the Owner Indemnitees with counsel reasonably acceptable to such Owner Indemnitees, at the Contractor’s expense, unless an Owner Indemnitee elects to defend itself, in which case the Contractor shall pay for such Owner’ Indemnitee’s reasonable defense costs, including, but not limited to, all attorneys’ fees, investigation costs, expert witnesses, court costs, and other costs and expenses incurred by such Owner Indemnitee. Contractor shall not have the right to settle any Action without Owner’s prior written consent in each instance. The indemnification obligation of Contractor (or any Subcontractor) under this Article 14 or otherwise under the Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverages carried whether pursuant to the Contract Documents or otherwise, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII insurance proceeds available or paid (except the Contractor shall be calculated net entitled to an offset against its indemnity obligation to the extent of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party Owner Indemnitee, without condition or any of its Affiliates on account of such Lossreservation, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect relating to any Loss Action for which it has been the Owner Indemnitee seeks to be indemnified pursuant to an indemnity in this ARTICLE VIIIAgreement), then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment any limitation on the amount or type of such Tax Benefit at such time damages, compensation or times benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen’s compensation acts, disability benefit acts or other employee benefit acts. Provided, however, any other limitations on the liability of Contractor specifically set forth in this Agreement shall apply to and limit Contractor’s indemnity obligations in this Article 14 as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalprovided therein.

Other Limitations. Notwithstanding anything (a) Parent and Merger Sub acknowledge and agree that except with respect to equitable remedies or in the case of fraud or intentional misrepresentation with intent to deceive, their sole and exclusive remedy for damages with respect to any and all claims relating to the contrary subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Agreement, the Article VIII. (b) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII Damages for which relief is provided under any of Sections 8.2(a) and 8.2(b) shall be calculated net of (ai) any insurance proceeds specific reserves (to the extent taken into account as a liability in the calculation of Final Working Capital) established on the Closing Statement with respect to the matters to which such Damages relate and (ii) any amounts actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) recovered by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) Person from any unrelated third Person parties or under insurance policies with respect to such LossDamages (less any out-of-pocket expenses or costs incurred to obtain such recoveries and less any increase in premiums attributable to the incurrence of such Damages). The If requested in writing by an Indemnifying Person, an Indemnified Party Person shall use its commercially reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringfor any claim for which the Indemnifying Person has made payment in full within a reasonable amount of time after such payment by an Indemnifying Person or alternatively, may, assuming such payment in full by an Indemnifying Person and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if permitted under applicable law and the relevant insurance policy, grant an assignment of the right of such Loss were not subject Indemnified Person to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact assert a claim under such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)insurance policies. In the event that an insuranceof such assignment, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to Person will pursue the Indemnified Partyclaim at its own expense. If For the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIavoidance of doubt, the parties agree that the rights of an Indemnified Party Person to seek and collect indemnification in full from any Indemnifying Person shall promptly pay to the Indemnifying Party not be qualified, tolled, delayed or impaired in any manner by reason of any claims that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party may exist in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable favor of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year Person against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (third parties or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Partyunder insurance coverage. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller An Indemnified Person shall be entitled under no obligation to recover (x) pursue any Loss if claims which it may have against third parties or (y) grant or assign any right or claim which it may have against any third party to any Indemnifying Person except as provided in Section 8.5(d). To the extent an Indemnified Person receives payments that constitute final and unconditional double recovery in respect of the same claim or series of claims from an Indemnifying Person and from a third party after first receiving payment in full by an Indemnifying Person, the Indemnified Person shall refund to the extent Indemnifying Person an amount up to the amount constituting the double recovery, net of all out-of-pocket costs and expenses incurred by the Indemnified Person in connection with or arising out such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalclaim.

Other Limitations. Notwithstanding anything to the contrary set forth contained in this AgreementAgreement or otherwise, the parties expressly intend and agree as follows: (i) For purposes of this ARTICLE 7 only, both for determining whether or not a representation and warranty has been breached and for determining the amount of any Loss subject Damages incurred by an Indemnified Party, any qualification as to indemnification pursuant to this ARTICLE VIII “material”, “materially” or “Material Adverse Effect” (or any other similar qualifications) contained in any of the representations, warranties or covenants contained herein shall not be given effect. The amount of any Damages shall be calculated net of (a) reduced by any insurance proceeds amount actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) recovered by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect thereto under any insurance coverage (net any costs and expenses, including the present value of any insurance premium increases) and from other third parties, including [***]. Each Indemnified Party will use, and will cause its Affiliates to any Loss use, commercially reasonable efforts to make recoveries under applicable insurance policies in favor of the Purchaser and its subsidiaries (including the Company). (ii) The indemnification provisions provided for which it has been indemnified pursuant to in this ARTICLE VIII7 (Indemnification) will be the exclusive remedy for monetary damages in respect of any breach of any representation, then a refund equal warranty, covenant, or agreement contained in this Agreement other than Claims against any Person for such Person’s Fraud. (iii) Purchaser and the Selling Securityholders agree to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds use, and will cause their respective Affiliates to the Indemnifying Party that provided such indemnification use, good faith commercially reasonable efforts to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and mitigate Damages to the extent that such Tax Benefit is realized required by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred)Law; provided, however, that no Tax Benefit shall Party will be taken into account with required to use such efforts if they would be detrimental in any material respect to a Loss such Party. (iv) The amount of any Damages payable pursuant to Section 7.1 (Indemnification by the Selling Securityholders) will be reduced to the extent such Loss Damages are reflected as a current liability in the final determination of Closing Working Capital. (v) The Parties agree that where the same set of facts qualifies under more than one provision entitling the Purchaser Indemnified Parties or the receipt of an indemnity payment in respect of Securityholder Indemnified Parties to a claim or remedy under this Agreement, such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, Party shall not be entitled to recover Damages in respect of such claim or remedy more than once once. (vi) Notwithstanding anything else to the contrary in this ARTICLE 7 or otherwise in this Agreement, (A) in no event will any Tax arising from any elections by or with respect to the Company or any Subsidiary under Code Sections 336(e) or 338 with respect to any transactions contemplated by this Agreement be considered or treated as a Tax attributable to any period on or before the Closing Date for any purposes of this Agreement, and (B) the same Loss. No Seller Indemnified Person Parties shall not be entitled to recover any Loss if indemnification, and none of the Selling Securityholders will have any liability or obligation with respect to any indemnification, for or with respect to any Taxes or other costs that might arise or accrue to the extent such Loss is reflected Company, any Subsidiary, or any other Person by reason of, or in connection with, any election by or on behalf of the Company pursuant to Code Sections 336(e) or 338 with respect to any transactions contemplated by this Agreement. (vii) Notwithstanding anything to the contrary in this Agreement, in the calculation event of Closing Indebtednessa closing of a Qualified Transaction, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital(A) [***] and (B) [***].

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject : (i) no Party shall be entitled to indemnification pursuant to or reimbursement under any provision of this ARTICLE VIII shall be calculated net of (a) Agreement for any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss Party or its Affiliate(s) has been indemnified or received reimbursement for such amount under any other provision of this Agreement (including as a purchase price adjustment), the Transaction Documents or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable under any other related agreement or amortizable property; providedinstrument, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected as a Liability on the Closing Statement; (ii) for purposes of this Section 9, Losses will be reduced by the amount of any insurance or other recoveries (e.g., contractual indemnities of any Person which are contained outside of this Agreement) actually received by an Indemnified Party (net of reasonable and documented out-of-pocket costs and expenses incurred in connection with such recovery and any increases in insurance premiums directly associated with such recovery) in connection with the calculation matter for which the Indemnified Party was indemnified, and if an Indemnified Party or its Affiliate(s) receives insurance or other recoveries after an indemnification payment has been made in respect of the Loss to which such insurance or other recovery relates, then the Indemnified Party shall promptly remit such insurance or other recovery, up to the aggregate amount of indemnification payment in respect of the Loss to which such insurance or other recovery relates (net of reasonable and documented out-of-pocket costs and expenses incurred in connection with such recovery and any increases in insurance premiums directly associated with such recovery), to the Indemnifying Party; (iii) for purposes of determining the amount of Losses arising out of or resulting from any breach or inaccuracy in or of a representation or warranty of the Company or non-fulfillment or breach of a covenant of the Company (but not for purposes of determining the existence of any breach or inaccuracy in or of a representation or warranty of the Company or non-fulfillment or breach of a covenant of the Company), all references to “material,” “in all material respects,” “Material Adverse Effect” or like materiality qualifiers therein shall be disregarded and not given any effect (as if such word or words were deleted from such representation and warranty); (iv) except on account of Fraud-Type Claims, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Party, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby; (v) Buyer shall not be entitled to indemnification or any payment under this Agreement for (A) any Taxes (or Losses related to Taxes) with respect to any taxable period (or portion thereof) beginning after the Closing IndebtednessDate, Unpaid Sold (B) any Losses directly and primarily arising from any action taken or omitted to be taken by the Company Transaction Expenses in accordance with this Agreement or Closing Net Working Capitalat the specific request of Buyer or (C) Losses based on a theory of damages relating to a reduction of enterprise value that was based on a multiple of earnings or other financially-based multiple.

Other Limitations. Notwithstanding anything (a) The Stockholders will have no liability (for indemnification or otherwise) with respect to the contrary set forth matters described in this AgreementSection 7.2 until the total of all Damages with respect to such matters exceeds $100,000, and in such event, Stockholders will be liable for all Damages, including the initial $100,000. This Section 7.5(a) shall not apply to any liability with respect to a breach of representation and warranty made in the last sentence of Section 3.12. (b) The aggregate liability of each Stockholder (for indemnification or otherwise) with respect to any matter described in Sections 7.2(a) shall not exceed such Stockholder’s portion (as specified in Column 5 of Schedule A) of the amount of Damages; provided, however, that this paragraph shall not apply to any Loss particular Stockholder with respect to any actual fraud by such Stockholder. The aggregate liability of each Stockholder hereunder (for indemnification or otherwise) shall not exceed the Purchase Price received by such Stockholder. (c) None of the Stockholders shall have any further liability for indemnification or otherwise hereunder with respect to any matter described in Section 7.2(a) after the aggregate amount of the Damages which the Indemnified Persons would be otherwise entitled (by payment under the Escrow Agreement, or direct recovery from the Stockholders, or otherwise) would exceed $1,800,000; provided, however, that this paragraph shall not apply to any particular Stockholder with respect to any actual fraud by such Stockholder.. (d) The amount of any Damages that are subject to indemnification pursuant to under this ARTICLE VIII Article VII shall be calculated net of (a) the amount of any insurance proceeds proceeds, indemnification payments, contribution payments or reimbursements actually received in cash (net of any applicable deductiblesby Buyer, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party Company or any of its Affiliates on account of their respective affiliates as reimbursement or compensation for such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)Damages. In the event that an insurance, indemnification, contribution or other any such insurance recovery is made by Buyer, the Company or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party any of their respective affiliates with respect to any Loss Damages for which it any Indemnified Person has been indemnified pursuant to this ARTICLE VIIIreceived payment for indemnification hereunder, then a refund equal to the aggregate amount of the such recovery or benefit shall be paid made promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized account designated by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by Stockholder Representative for allocation among the Indemnified Party Stockholders as specified in the tax year Column 5 of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Schedule A. Buyer Indemnified Persons, as the case may be, shall not be entitled liable for any failure to recover more than once for pursue an insurance claim except if such failure is due to Buyer’s bad faith, gross negligence or willful misconduct. (e) Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the same Lossfinancial condition, results of operations, assets, liabilities, properties, products, prospects, employees and projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer is relying and has relied only on the results of its own independent investigation and verification and the representations and warranties of the Stockholders expressly and specifically set forth in Articles III and IV. No Seller Indemnified Person shall be entitled Buyer acknowledges that, except as expressly provided in Articles III and IV, Buyer is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied. The representations and warranties of the Stockholders set forth in Articles III and IV constitute the sole and exclusive representations and warranties to recover Buyer in connection with the transactions contemplated by this Agreement, and Buyer understands, acknowledges and agrees that all other representations and warranties of any Loss if and kind or nature, express or implied (including any representations or warranties relating to the extent such Loss future or historical financial condition, results of operations, assets or liabilities of the Company or the quality, quantity or condition of the assets of the Company) are specifically disclaimed by the Stockholders. Buyer acknowledges and agrees that no current or former stockholder, director, officer, employee, affiliate or advisor of the Company has made or is reflected making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, except as set forth in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthis Agreement.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII an Indemnified Party shall be calculated entitled to receive from the Indemnifying Party with respect to a Loss shall be reduced by and net of (aA) any insurance proceeds recovery actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the such Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third other Person with respect to such Loss (including insurance proceeds, indemnification rights, counterclaims, warranties, subrogation actions and the like) and (B) any Tax benefit actually realized by such Indemnified Party as a result of such Loss in the year of incurrence or payment of such Loss. The Indemnified Party Purchaser and the Company shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it they would if such Loss Losses were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)hereunder. In the event that an insurance, indemnification, contribution or other insurance recovery is made by Purchaser, the Company, or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party any of their Affiliates with respect to any Loss Losses for which it any Purchaser Indemnified Party has been indemnified pursuant to this ARTICLE VIIIby one or more Seller(s) hereunder, then a refund equal to the aggregate amount of the recovery or benefit (net of all direct collection expenses, including attorneys fees) shall be paid made promptly in immediately available funds to the Seller(s) acting as the Indemnifying Party. The Indemnifying Party that provided such indemnification shall be subrogated to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable all rights of the Indemnified Party against other Persons in respect of any Losses indemnified by the tax year of the respective Loss, in each case determined on a with and without basis Indemnifying Party hereunder. (comparing the actual cash Tax liability of the ii) No Purchaser Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect entitled to a receive indemnification for any Loss to the extent such Loss (is reserved or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once provided for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation Closing Date Statement as finally determined or in the determination of the Actual Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Date Net Working Capital. (iii) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such obligation constituting a breach of more than one representation, warranty, covenant or agreement hereunder.

Other Limitations. Notwithstanding anything In connection with the Losses that are subject to a claim for indemnification pursuant to this Article IX, the contrary set forth Indemnitee shall use commercially reasonable efforts to file (or cause the Company to file) an insurance claim or pursue any other indemnity or contribution rights it or the Company may have against third parties to seek to obtain maximum recovery under such insurance or against such third parties. In the event the insurance company or other third party contests such claim, then the Indemnitor shall have the right to assume the prosecution of such claim and in such event the Indemnitee shall fully cooperate with Indemnitor; provided any reasonable out of pocket costs incurred by Indemnitee in connection with such cooperation shall be fully reimbursable by Indemnitor. Indemnification for each Loss for which either Party, but for this AgreementSection 9.4(d), would be liable under Section 9.1 or 9.2, shall be reduced by the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) insurance proceeds, and any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnificationindemnity, contribution or other payment actually received in cash (net of similar payment, paid or payable to the Seller, Company, Purchaser, any applicable costs of recovery Seller Indemnitee or collection thereof) from any Purchaser Indemnitee, as applicable, by any third Person party with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to net of any reasonable out-of-pocket expenses incurred in collecting such proceeds or payments. The amount constituting the same extent as it would if such Loss were not subject to claim for which indemnification may be made pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery Article IX shall be reduced by any Tax savings which is made or a Tax benefit described in this Section 8.7(b) is actually realized by indemnified party or any Affiliate thereof in the Indemnified Party year of the payment or which may be realizable in the immediately following year from any loss, deduction or credit with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized Losses calculated by the Indemnified Party. For purposes hereofpositive difference, “Tax Benefit” shall meanif any, with respect to any applicable Loss, any cash Tax savings between (i) indemnified party’s or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash its Affiliate’s Tax liability of the Indemnified Party for the applicable year against the hypothetical cash without regard to such Loss and (ii) indemnified party’s or its Affiliate’s Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken taking into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. Notwithstanding anything to the contrary set forth else in this Agreement: (i) The right to indemnification under Section 8.2 is the sole and exclusive remedy for the Indemnified Parties for any contract claim, including a contract claim for breach of any representation, warranty, covenant, agreement or duty of the applicable Indemnifying Parties. The parties specifically retain the right to pursue actions against the other for tort claims, including but not limited to fraud, intentional breaches, willful misconduct and gross negligence. (ii) Sellers will have no liability with respect to the claims of Buyer Indemnified Parties for indemnification under Section 8.2(a)(i) until the total of all Losses with respect to such matters exceeds $35,000, in which case Buyer will then be entitled to indemnification for all such Losses; provided, that the foregoing limitation will not apply to Losses arising under Sections 3.1.1, 3.1.2 and 3.1.3 (“Fundamental Losses”). (iii) The aggregate liability of Seller with respect to the claims of Buyer Indemnified Parties for indemnification shall be limited to: 3,585,110 with respect to all Losses, other than intentional misrepresentation, gross negligence or fraud. There shall be no limitation on claims for intentional misrepresentation, gross negligence or fraud and such claims may be brought as tort claims or as contracts claims outside of this Agreement. (iv) The amount of any Loss subject to for which indemnification pursuant to is provided under this ARTICLE VIII Section 8. shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) amounts actually recovered by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person under insurance policies with respect to such Loss. The Indemnified Party shall use its commercially reasonable best efforts to (A) seek full recovery from collect any third parties and under all available insurance policies coveringbut shall have no obligation to pursue litigation with respect to an insurance claim; provided, and all right to indemnification and/or contribution from third Persons that in respect ofsuch event, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party shall subrogate the Indemnifying Party with respect to any Loss for which it has been available insurance claims. (v) No Indemnified Party shall be indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and Agreement to the extent that such Tax Benefit is realized Indemnified Party’s Losses are increased or extended by the willful misconduct, gross negligence, fraud, violation of Applicable Law or bad faith of such Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. Notwithstanding anything (i) None of the Seller Parties or Purchaser shall have any obligation or liability under Section 11.2 or Section 11.3, as applicable, with respect to any Losses that are (A) caused by the actions of any Indemnified Party, (B) exacerbated by any Indemnified Party to the contrary set forth in this Agreement, extent of the amount of exacerbation or (C) recovered by any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Lossparty (including insurers). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder. If the amount of any Losses suffered by any Indemnified Party is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII (includingSection 11.2 or Section 11.3, for exampleas applicable, Buyer’s judgment regarding the impact such actions might have on customers and by recovery from any other third parties having material continuing business relationships with party (including any insurer), an amount equal to the Sold Companies). In amount of such reduction (not to exceed, in any event, the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described amount so previously paid in this Section 8.7(brespect thereof by the Indemnifying Party) is realized shall promptly be repaid by the Indemnified Party with respect to the Indemnifying Party. (ii) An Indemnifying Party shall not be required to indemnify any Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the fraud, gross negligence or willful misconduct of the Party seeking indemnification. (iii) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable under this Article XI to any Loss other Person for which it has been indemnified any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no “multiple of profits”, “multiple of operating income” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) In the event of any breach giving rise to an indemnification obligation under this Article XI, an Indemnified Party shall take and cause its Affiliates to take, or cooperate with an Indemnifying Party if so requested by the Indemnifying Party in order to take, all commercially reasonable measures to mitigate the consequences of the related breach. (v) Notwithstanding anything in this Agreement, any amounts payable pursuant to the indemnification obligations under this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit Article XI shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as without duplication and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall any Party hereto be indemnified under different provisions of this Agreement for the Tax Benefit be deemed to exceed same Losses. Without limiting the amount generality of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsforegoing, as the case may bePurchaser (A) shall make no claim for, and shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss indemnification under this Article XI in respect of, any matter that is reflected taken into account in the calculation of Closing Indebtednessthe Estimated Initial Purchase Price or Estimated Deferred Purchase Price, Unpaid Sold Company Transaction Expenses as applicable, pursuant to Section 1.2 and (B) shall be limited to a single Price Adjustment without duplication to the extent any Price Adjustment arises from or Closing Net Working Capitalout of any facts, circumstances, conditions or events that overlap.

Other Limitations. Notwithstanding anything to the contrary set forth in ABB shall not be liable under this Agreement, the amount of Agreement for any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of Losses: (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any warranty, representation, indemnity, covenant, or undertaking in connection with the transaction described herein, except where the same is expressly contained in this Agreement (Buyer hereby confirms that it has not relied and will not rely on any warranty, representation, indemnity, covenant, or undertaking of any person which is not expressly contained in this Agreement); or (b) resulting from a change in accounting or in taxation policy or practice of Buyer including the method of submission of taxation returns introduced following the Closing. Claims under this Agreement by Buyer may only be made by Buyer or its successors or assigns. If any Loss of Buyer is a tax deductible item, the amounts payable to Buyer with respect to the indemnification obligations of ABB hereunder shall be reduced to the extent that ABB can actually benefit from such tax savings within a reasonable period of time. As to non-third party claims and claims which do not involve the noncompetition or nonsolicitation provisions contained in the Main Stock Purchase Agreement, any breach of this Agreement by ABB which is capable of remedy shall not entitle Buyer to compensation unless ABB is given written notice of such breach and such breach is not fully remedied within thirty (30) days of the date of such notice. To the extent Buyer actually receives any proceeds, from insurance or otherwise, for a claim for which it ABB has been indemnified pursuant to this ARTICLE VIIIBuyer, then a refund equal to the aggregate amount of the recovery or benefit Buyer shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment ABB the amount of such Tax Benefit at proceeds if ABB has paid Buyer in full all Losses attributable to such time claim, or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” Buyer shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed reduce the amount of Losses payable by ABB by the amount of such proceeds. Upon ABB's request, Buyer shall subrogate any third party claim for which Buyer is seeking indemnification payment paid from ABB to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalABB.

Other Limitations. (i) To the extent that any Losses incurred by a Purchasers Indemnified Party arise out of (A) a breach of Seller’s representations in Section 5.3 or Section 5.4, or (B) a breach of Seller’s covenants to convey a Transferred Asset and is capable of mitigation through the conveyance to Purchasers or the applicable Purchasers Indemnified Party of any non-conveyed asset giving rise to such Loss (or another non-conveyed asset that would cure such Loss), Purchasers and Seller shall cooperate (at Seller’s expense) to effect any arrangement reasonably proposed by Purchasers for the conveyance to Purchasers or the applicable Purchasers Indemnified Party of such asset. To the extent that any Losses incurred by a Purchasers Indemnified Party arise out of a breach of Seller’s covenants in Section 7.3 which is capable of mitigation through making available to Purchasers or the applicable Purchasers Indemnified Party any Shared Contract giving rise to such Loss (or another asset that would cure such Loss), Purchasers and Seller shall cooperate (at Seller’s expense) to effect any arrangement reasonably proposed by Purchasers to mitigate such Loss. In such event, if Seller is unable to effect such arrangement, Purchasers shall be entitled to obtain a reasonably equivalent replacement or substitute for such asset on a commercially reasonable basis, and the reasonable cost of such reasonably equivalent replacement or substitute will be an indemnifiable Loss hereunder. (ii) Notwithstanding anything the foregoing, no claim for indemnification made pursuant to Section 9.1(a)(i) or Section 9.1(a)(ii) (other than in cases of fraud which will have no such limitations): (A) will be indemnifiable unless the Losses with respect to each individual item or group of related items underlying such claim exceed *** (the “Minimum Claim Threshold”), provided that if the Losses with respect to such item or group of related items exceed the Minimum Claim Threshold, the full amount of the Claim (including the first ***) will be indemnifiable, subject to the contrary set forth other limitations herein, and (B) will be indemnifiable until the indemnifiable Losses pursuant to Section 9.1(a)(i) or Section 9.1(a)(ii) respectively exceed *** in the aggregate (the “Basket”), in which event the Indemnifying Party will reimburse the Indemnifiable Party for the full amount of the indemnifiable Losses; provided that, notwithstanding any other provision of this Agreement, the maximum amount for which an Indemnifying Party may be liable with respect to claims made pursuant to Section 9.1(a)(i) and Section 9.1(a)(ii) respectively (other than claims made in cases of fraud, which will have no such limitation), will not exceed *** of the Purchase Price (the “Cap”); provided further that claims made with respect to the Fundamental Reps and Section 5.4(a) (Scope of Transferred Assets) will not be subject to, and will not be considered in calculating whether claims have exceeded, the Basket, Cap or Minimum Claim Threshold. (iii) The Indemnifying Party shall not be liable, either in contract or tort, for indirect, incidental or punitive damages or multiple of earnings damages or loss of goodwill (except in each case to the extent payable by an Indemnified Party in connection with a Third Party Claim). (iv) Notwithstanding any other provision to the contrary, in relation to Environmental Matters, the Purchaser Indemnified Parties shall not be entitled to indemnification under Section 9.1(a) for that portion of any Loss Losses attributable to the increase, exacerbation, or aggravation of any Remedial Action resulting from an Environmental Matter existing prior to the Closing Date, when such increase, exacerbation or aggravation results directly from: (A) any Environmental Releases following the Closing or any conduct of any Purchasers Indemnified Party following the Closing that resulted in such increase, exacerbation or aggravation; (B) any site closure of the Facility resulting in the application of a clean-up standard for Remedial Action stricter than the standard which would have applied for a use comparable to the last industrial operation of the Facility on the Closing Date; or (C) any substantial change in the nature of the activities and services performed at the Facility or any substantial change at the Facility resulting in the application of a clean-up standard for Remedial Action stricter than the standard which would have applied for a use comparable to the industrial operation of the Facility on the Closing Date. (v) In addition, Purchasers shall not voluntarily approach any Governmental Authorities for the purpose of instigating Remedial Action for pollution which is reasonably likely to require indemnification by Seller pursuant to Section 9.1(a) unless Purchasers have first consulted with Seller as to the appropriateness and contents of such approach; provided, however, Purchasers shall not be obligated to first consult with Seller if such consultation would be impracticable under the circumstances, including, if an approach to the Governmental Authorities is reasonably necessary to avert an imminent danger of harm or serious pollution of the Environment (in such circumstances, Purchasers shall promptly notify Seller after such approach) . If Purchasers go forward with an approach to Governmental Authorities after conferring with Seller, Purchasers shall take into account reasonable comments from Seller and shall keep Seller reasonably informed of any material developments in such matter. If permitted by the Governmental Authorities, Purchasers shall provide Seller with the opportunity to attend scheduled meetings with the Governmental Authorities with respect to such matter. (vi) If Seller is reasonably likely to be responsible for more than *** of the reasonably foreseeable Remedial Action costs related to any Environmental Matter, Seller will have the right to select qualified and appropriate agents and/or contractors who are reasonably acceptable to Purchasers with the prior written consent of Purchasers (such consent not to be unreasonably withheld, delayed or conditioned) in respect of any Remedial Action for which Seller is responsible in connection with any Environmental Matters subject to indemnification under Section 9.1(a). Seller will give Business Purchaser reasonable advance notice of the nature and scope of Seller’s Remedial Action and the names of any agents or contractors hired by Seller in connection therewith, all of which shall not interfere with Business Purchaser’s use of the affected property and be subject to Business Purchaser’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Business Purchaser grants to Seller and its agents and contractors the right of access to the affected property for the purposes of carrying out Seller’s obligations under this Agreement, subject to compliance with the notice requirements set forth in the immediately preceding sentence. All Remedial Action undertaken by Seller and its agents and contractors shall fully comply with Environmental Laws at the time of such Remedial Action. Seller will be responsible to Purchasers for the actions of its agents and contractors. Each Party shall be permitted to have a representative present during all remediation activities. Seller shall provide Business Purchaser with copies of all material correspondence received from or provided to Governmental Authorities with respect to the Remedial Action and shall provide Business Purchaser with a reasonable opportunity to comment on all reports and workplans to be submitted to Governmental Authorities and shall take into account any reasonable comments from Business Purchaser. Seller shall keep Business Purchaser informed of any material developments with respect to the Remedial Action and shall provide Business Purchaser with an opportunity to attend meetings with Governmental Authorities with respect to such matters. Notwithstanding the foregoing, in the event that Seller fails to (i) promptly select a firm acceptable to Purchasers or (ii) diligently prove remediation, Seller’s rights under this Section 9.4(c)(vi) shall be waived and Purchasers shall have the sole right to control the applicable Remedial Action in all respects. If remediation is already in process when Purchasers reasonably determine that Seller is reasonably likely to be responsible for more than *** of the foreseeable Remedial Action costs related to any Environmental Matter, then the Parties will work together in good faith to determine an appropriate plan of action to complete remediation. (vii) Notwithstanding anything contained in this Agreement to the contrary, no Party shall be entitled to recover an amount pursuant to any provision of this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by Agreement to the Indemnified extent that such Party or any of its Affiliates on account of has already recovered such Lossamount (under this Agreement or otherwise). (viii) Notwithstanding anything contained in this Agreement to the contrary, (bx) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified Losses may be indemnifiable hereunder pursuant to this ARTICLE VIIIboth of clauses (i) and (iv) of Section 9.1(a), then a refund equal to the aggregate amount of the recovery or benefit such Losses shall be paid promptly in immediately available funds deemed to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it be indemnifiable solely pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount clause (iv) of such Tax Benefit at Section, and Purchasers hereby waive the right to seek indemnification for such time or times as Losses pursuant to clause (i) of such Section and (y) to the extent that of any Excluded Liabilities, Purchasers will not assert the existence of such Tax Benefit is realized by Excluded Liabilities or the Indemnified Party. For failure to disclose the same for purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by of determining the Indemnified Party in the tax year satisfaction of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party condition precedent set forth in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurredSection 8.2(b); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. Notwithstanding anything to the contrary set forth in ABB shall not be liable under this Agreement, the amount of Agreement for any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of Losses: (a) any insurance proceeds actually received to the extent that an applicable reserve for the applicable Loss was provided for in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, 1998 Financials; (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any warranty, representation, indemnity, covenant, or undertaking in connection with the Transaction except where the same is expressly contained in this Agreement (Buyer hereby confirms that it has not relied and will not rely on any warranty, representation, indemnity, covenant, or undertaking of any person which is not expressly contained in this Agreement); or (c) resulting from a change in accounting or in taxation policy or practice of Buyer or Company including the method of submission of taxation returns introduced following the Closing. Claims under this Agreement by Buyer may only be made by Buyer or its successors or assigns. If any Loss of Company is a tax deductible item, the amounts payable to Company with respect to the indemnification obligations of ABB hereunder shall be reduced to the extent that Company can actually benefit from such tax savings within a reasonable period of time. As to non-third party claims and claims which do not involve the noncompetition or nonsolicitation provisions contained herein, any breach of this Agreement by ABB which is capable of remedy shall not entitle Buyer to compensation unless ABB is given written notice of such breach and such breach is not fully remedied within thirty (30) days of the date of such notice. To the extent Buyer or Company actually receives any proceeds, from insurance or otherwise, for a claim for which it ABB has been indemnified pursuant to this ARTICLE VIIIBuyer, then a refund equal to the aggregate amount of the recovery or benefit Buyer shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment ABB the amount of such Tax Benefit at proceeds if ABB has paid Buyer in full all Losses attributable to such time claim, or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” Buyer shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed reduce the amount of Losses payable by ABB by the amount of such proceeds. Upon ABB's request, Buyer shall subrogate any third party claim for which Buyer is seeking indemnification payment paid from ABB to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalABB.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to and all Losses for which indemnification or damages for breach of Seller Representation or Purchaser Representation is provided pursuant to this ARTICLE VIII shall Article 8 or Article 9 will be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductiblesTax Benefit to which an Indemnified Party is entitled by reason of payment of such Liability (taking into account any Tax cost or reduction in such Tax Benefits by reason of receipt of the indemnification payment) and any amounts of any credits, co-discounts, insurance proceeds, indemnification payments, “retro premium” adjustments and similar costs contribution payments or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring reimbursements to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment extent actually received by, or paid in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringkind to, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to such Losses or any Loss for which it has been indemnified pursuant to this ARTICLE VIIIof the circumstances giving rise thereto. In connection therewith, then a refund equal if, at any time following payment in full by the Indemnifying Party of any amounts of Losses due hereunder, the Indemnified Party receives any credits, discounts, insurance proceeds, payments, contribution payments or reimbursements relating to the aggregate amount of circumstances giving rise to such Losses, the recovery or benefit shall be paid Indemnified Party will promptly in immediately available funds remit to the Indemnifying Party such credits, discounts, proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any Ancillary Agreement. (ii) When the Purchaser receives any sum from any third party (including, without limitation, under any insurance policy) which would not have been received but for the circumstances giving rise to a Claim and that provided sum was not taken into account in calculating the damages payment in respect of that Claim recovered from the Seller then to the extent that the Purchaser was over compensated the Purchaser shall forthwith repay to the Seller an amount equal to the lesser of: A. the sum recovered less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from the third party; and B. any damages actually received by the Purchaser from the Seller in respect of that Claim. (iii) The Seller shall not be liable, and no Claim shall be made by the Purchaser Indemnitees, in respect of any Claim: A. to the extent that the Claim would not have arisen but for a change in legislation made after the date of this Agreement (whether relating to taxation, rates of taxation or otherwise) or the withdrawal of any extra-statutory concession previously made by the Inland Revenue or other taxing authority (whether or not the change purports to be effective retrospectively in whole or in part); and B. if the Claim arises from any act, matter or thing done or omitted to be done by the Seller at the express request of or with the express approval of the Purchaser, if it was reasonably apparent to the Purchaser that such act, matter or thing would otherwise result in a Claim. (iv) Without prejudice to any duty it may have at common law or otherwise the Purchaser shall use all reasonable endeavours to mitigate any loss or damage which it may suffer in consequence of any breach by the Seller of the provisions of this Agreement. (v) Notwithstanding any other provisions of this Agreement to the contrary, the Indemnifying Party shall not be liable to any Indemnified Party to the extent that any Indemnified Party affirmatively causes or contributes to, or knowingly fails to take actions that causes or contributes to, the conditions giving rise to any relevant Losses; provided, however, that this limitation on the Indemnifying Party’s indemnification obligations shall apply only to the extent of the Indemnified Party’s cause or contribution to the Loss. If For the Indemnified Party receives a Tax Benefit after an indemnification payment is made avoidance of doubt, with regard to it pursuant environmental matters, notwithstanding anything to the contrary in this ARTICLE VIIIAgreement, the Indemnified Party Seller shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and not be responsible for any Losses to the extent that such Tax Benefit Losses are (A) caused or exacerbated by (1) voluntary disclosure to a Governmental Entity (that is realized not required by applicable Environmental Laws or Environmental Permits), (2) a post Applicable Closing release of Hazardous Material by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings Purchaser (or refunds that are received and actually recognized by the Indemnified Party in the tax year an Affiliate or successors or assigns of the respective Lossforegoing) or (3) a post Applicable Closing violation of Environmental Law, or (B) discovered as the result of any sampling of air, surface water, groundwater, soil or other media by or on behalf of the Purchaser (or an Affiliate or successors or assigns of the foregoing), unless such sampling is (1) required by applicable Environmental Law, (2) a response to a material threat to human health or the environment or (3) conducted in connection with any expansion of a facility, provided that, the Purchaser shall provide prior written notice to the Seller of any sampling pursuant to (B)(1) or (B)(3) above and afford the Seller the opportunity to be present at the site at the time of such sampling, and provided further that the Purchaser shall notify the Seller of any amounts actually credited against cash Taxes payable sampling required pursuant to (B)(2) above as promptly as possible thereafter and afford the Seller the opportunity to be present at the site at the time of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable propertyany future related sampling; provided, further, however that in no event failure to provide such notice to the Seller shall not relieve the Tax Benefit be deemed to exceed the amount Seller of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and liability hereunder except to the extent such Loss the Seller is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalactually prejudiced thereby.

Other Limitations. Notwithstanding anything For the avoidance of doubt and notwithstanding any other provision of this Agreement: (A) Subject to Section 8.2(c)(iii)(C), (1) the contrary Parent Indemnified Parties shall have no recourse against any Company Indemnifying Parties pursuant to this Agreement or any exhibit, schedule, certificate (including the Company Disclosure Letter) or agreement delivered by the Company pursuant to this Agreement, for any breach of any representation, warranty or covenant set forth in this Agreement or in any exhibit, schedule, certificate (including the Company Disclosure Letter) or agreement delivered by the Company pursuant to this Agreement, or for any other obligation to indemnify pursuant to Section 8.2(a), other than the amounts in the Indemnnification Escrow Fund, except with respect to a breach of the representations or warranties set forth in Section 3.4 or Section 3.5, (2) in no event shall any Company Indemnifying Party be liable to the Parent Indemnified Parties for an aggregate amount in excess of such Company Indemnifying Party's Pro Rata Portion of the Total Merger Consideration, and (3) in no event shall any Company Indemnifying Party be liable to the Parent Indemnified Parties with respect to any claim for Damages for an amount in excess of such Company Indemnifying Party's Pro Rata Portion of the amount that the Parent Indemnified Parties are entitled to receive with respect to such claim. (B) Subject to Section 8.2(c)(iii)(C), this Section 8.2 shall be the sole remedy of the Parent Indemnified Parties and the Company Indemnified Parties after the Effective Time for any breach of any representation, warranty or covenant set forth in this Agreement or in any exhibit, schedule, certificate (including the Company Disclosure Letter) or agreement delivered by the Company, Parent or Merger Sub, as applicable, pursuant to this Agreement. (C) Notwithstanding any provision in this Agreement to the contrary, no Person shall be deemed to have waived any rights, claims, causes of action or remedies arising from fraud, intentional misrepresentation, active concealment or willful breach hereof against a Person committing such fraud, intentional misrepresentation or active concealment or willfully taking actions to cause a breach hereof; provided that no Company Indemnifying Party shall have any liability in excess of its Pro Rata Portion of the Total Merger Consideration with respect to the fraud, intentional misrepresentation or active concealment or willful taking of actions to cause a breach hereof of any other Person; provided, further, that nothing in this Agreement shall limit the liability of a Company Indemnifying Party for such Company Indemnifying Party's fraud, intentional misrepresentation or active concealment or willful taking of actions to cause a breach hereof. (D) The amount of any Loss subject to Damages for which indemnification pursuant to is provided under this ARTICLE VIII Article 8 shall be calculated net of (aA) any insurance proceeds actually received accrual, reserves or provisions reflected in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring Interim Balance Sheet that related to the Indemnified Party on account nature of the claim from which such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss Damages arose and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalinsurance benefits.

Other Limitations. (a) Notwithstanding anything to the contrary set forth contained in this Article 7, the parties shall cooperate with each other to obtain the benefits of any insurance coverage for Third Party Claims that may be in effect at the time a Third Party Claim is asserted, and, if any insurance carrier for the Company, any Affiliate of the Company, Buyer, or any of the Company’s Subsidiaries is obligated or agrees to defend any Third Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall be subject to the reasonable requirements of such insurance carrier. Nothing contained herein shall obligate any party to obtain or continue after the Closing any insurance coverage for any period. (b) The amount of any Losses of any Person subject to indemnification under this Article 7 shall be reduced by the amount, if any, (i) actually received by the Indemnitee from any insurance company or other insurance provider (such amount being referred to herein as a “Third Party Reimbursement”), in respect of the Losses suffered thereby; (ii) reserved or accrued on the Closing Balance Sheet with respect to the matters or items giving rise to such Losses; and (iii) any tax benefit attributable to such Losses. If, after receipt by an Indemnitee of any indemnification payment hereunder, such Person receives or becomes entitled to receive a Third Party Reimbursement in respect of the same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the amount of indemnification, then the Indemnitee shall turn over all of such Third Party Reimbursement to the Indemnitor up to the amount of the indemnification paid pursuant hereto. (c) No party shall have any liability for any Loss that would not have arisen but for any alteration or repeal or enactment of any law after the Closing Date. (d) The Company shall have no liability for any Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer or its Affiliates or for any other act or omission by Buyer or its Affiliates after the Closing Date. (e) Notwithstanding anything to the contrary in this Agreement, any limitation or qualification as to materiality or Material Adverse Effect shall be disregarded for purposes of determining the amount of an Indemnitor’s obligations (including for purposes of determining whether the amount of the Indemnitor’s indemnification obligations exceed the Basket), as well as for purposes of determining whether there has been any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net breach of any applicable deductiblesrepresentation, co-paymentswarranty, “retro premium” adjustments and similar costs covenant or payments) by the agreement in this Agreement provided that a Buyer Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such incurred Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringthereto, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (includingbeing intended, for example, Buyer’s judgment regarding that all instances of noncompliance with law or contractual obligations by the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made Company or a Tax benefit described in this Section 8.7(b) is realized by Subsidiary if indemnifiable without regard to materiality shall be subject to indemnification hereunder once the Indemnified Party with respect to any Loss for which it Basket has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalsatisfied.

Other Limitations. Notwithstanding anything Subject to the contrary set forth in provisions of this AgreementSection 14.4, the amount obligations in Section 14.1 above shall apply to and include those claims, causes of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductiblesaction, co-paymentsdamages, “retro premium” adjustments liabilities, losses, obligations, awards, judgments, costs and similar costs or payments) by expenses arising from the Indemnified Party or any of its Affiliates on account of such Lossnegligent, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnificationtortuous, contribution intentional or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount acts of the recovery Owner Indemnitee(s) or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurredContractor Indemnitee(s); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, and such indemnification obligations are primary to any insurance in the names of the Owner Indemnitee(s) or Contractor Indemnitee(s). In the event of contributory negligence by any Owner Indemnitee(s) or Contractor Indemnitee, as the case may be, the indemnifying party shall only be liable for payment of such claims and losses (including defense costs) in direct proportion to the indemnifying party’s percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this Article 14 shall not be entitled construed to recover more than once negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnitee which would otherwise exist at law or otherwise in favor of an Owner Indemnitee or Contractor Indemnitee. If any Action occurs or is threatened, the indemnifying party shall defend the Owner Indemnitee(s) or Contractor Indemnitee(s), as the case may be, with counsel reasonably acceptable to such Indemnitee, at the indemnifying party’s expense, unless such Indemnitee elects to defend itself, in which case the indemnifying party shall pay for such Indemnitee(s) reasonable defense costs. The indemnification obligation of Contractor (or any Subcontractor) and Owner under this Article 14 or otherwise under the same Loss. No Seller Indemnified Person Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverage’s carried whether pursuant to the Contract Documents or otherwise, the amount of insurance proceeds available or paid (except the indemnifying party shall be entitled to recover any Loss if and an offset against their indemnitee obligation to the extent such Loss is reflected of any insurance proceeds actually received by the indemnitee, without condition or reservation, relating to any Action for which the indemnitee seeks to be indemnified pursuant to an indemnitee in this Agreement), or any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen’s compensation acts, disability benefit acts or other employee benefit acts. Provided, however, the liability limitations of Section 4.4 hereof shall apply to and limit Contractor’s indemnitee obligations in this Article 14 solely to the extent relating to damage for delay as set forth therein, and the liability limitations and releases in favor of Owner set forth in the calculation Contract Documents, including Sections 11.7, 17.2.2, 17.3.2, 17.4, and 17.6 of Closing Indebtednessthis Agreement, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalshall be and are express limitations on Owner’s indemnitee obligations under this Article 14 (and all such indemnitee obligations are expressly subject to any and all limitations on Owner’s liability set forth in the Contract Documents).

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall (a) Indemnifiable Damages will be calculated net of (a) any insurance proceeds actually received in cash (net of coverage and any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnificationindemnity, contribution or other similar payment or other third party collateral source actually received by any Indemnified Person in cash (net respect of any such claim; provided, however, (i) any reasonable actual collection costs and applicable costs of recovery or collection thereof) from deductibles, but disregarding premium adjustments and retrospectively rated premiums, incurred by any third Indemnified Person with respect to such Loss. The Indemnified Party in making any claims shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies coveringconstitute “Indemnifiable Damages”, and all right (ii) no Indemnified Person shall have any obligation hereunder to indemnification and/or use more than commercially reasonable efforts, at no material out-of-pocket expense, to pursue recovery under any insurance policy or any other indemnity, contribution from or other similar third Persons party payment. (b) Notwithstanding any other provision of this Agreement to the contrary, in respect ofno event will any Effective Time Holder be liable for any punitive damages in connection with any Indemnifiable Damages payable to a third party arising out of the conduct of such Effective Time Holder pursuant to this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby. (c) Acquiror shall, in good faith, provide the Effective Time Holders’ Agent a reasonable opportunity to review and comment, solely to the extent reasonably practicable, on any Loss written communications and (B) mitigate settlement offers with any actual taxing authority made in connection with any notice of Tax deficiency or potential Lossother adjustment of Taxes of or relating to any Tax liability of the Company for which any Effective Time Holder is obligated to indemnify an Indemnified Person under this Article VIII. Acquiror shall only take a reasonable position on any Tax Return, taken as a whole, filed with any Tax Authority in connection with any notice of Tax deficiency or other adjustment of Taxes of or relating to any Tax liability of the Company for which any Effective Time Holder is obligated to indemnify an Indemnified Person under this Article VIII. Acquiror shall only take a reasonable position in any agreement, dispute, or controversy, in each case to the same extent taken as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (includinga whole, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution any Tax Authority in connection with any notice of Tax deficiency or other recovery is made adjustment of Taxes of or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect relating to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party Company for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect which any Effective Time Holder is obligated to a Loss to the extent such Loss (or the receipt of indemnify an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalunder this Article VIII.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (a) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) Damages suffered by the a Seller Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Purchaser Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be reduced by any third-party insurance or other indemnification benefits which such party or any of its representatives receives in respect of or as a result of such Damages. If any Damages for which indemnification is provided hereunder are subsequently reduced by any third-party insurance or other indemnification benefit, recovery, the amount of the reduction shall be remitted to the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be. (b) Notwithstanding any other provision of this Agreement, in the case of any Damages or any alleged Damages arising hereunder as to which any Target Company is entitled to recover more than once indemnification pursuant to any asset purchase agreement pursuant to which any Target Company acquired assets, the Purchaser shall proceed (or shall cause such Target Company to proceed) directly against the indemnitors thereunder and shall use its best efforts to enforce the rights of any Target Company under those agreements before making any claim against the Company Holders hereunder; provided, that the Seller Representative shall cooperate reasonably with the Purchaser in making any such claim thereunder. (c) No Action for indemnification, reimbursement or any other remedy pursuant to this Article may be brought with respect to breaches of representations and warranties contained herein after the same Loss. No Seller applicable Expiration Date; provided, however, that, if, prior to the applicable Expiration Date, an Indemnified Person Party shall have notified the Indemnifying Party in writing of a specific claim for indemnification under this Article and such notice identifies the nature of such claim with reasonable specificity, such Indemnified Party shall be entitled to recover be indemnified with respect to such claim in accordance with this Article notwithstanding the occurrence of such Expiration Date. (d) Notwithstanding any Loss if and other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification for Damages pursuant to this Article IX to the extent any Damages were attributable to such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses Indemnified Party’s own gross negligence or Closing Net Working Capitalwillful misconduct.

Other Limitations. (i) Notwithstanding anything any other provision of this Agreement, no Losses may be recovered from any Bonfire Holder in excess of the Individual Arrangement Consideration actually received by the Bonfire Holder pursuant to this Agreement, (ii) no Losses may be recovered from any Bonfire Holder in excess of its Pro Rata Portion of the Escrow Amount in respect of any breach of Fundamental Representation by any other Bonfire Holder and no Losses may be recovered from any Bonfire Holder in respect of any breach of covenant or any intentional or fraudulent breaches by any other Bonfire Holder (such other Bonfire Holder, a “Subject Bonfire Holder”), and subject to the contrary other limitations set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII Subject Bonfire Holder shall be calculated net of solely liable for any such breach or such intentional or fraudulent breach; (aiii) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The no Indemnified Party shall use its reasonable best efforts be entitled to (A) seek full double recovery for any Claim even though they may have resulted from any third parties the breach of more than one of the representations, warranties, agreements and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that covenants made by an insurance, indemnification, contribution or other recovery is made or a Tax benefit described Indemnifying Party in this Section 8.7(bAgreement; (iv) is realized by the Indemnified no Indemnifying Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to liable under this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and Agreement for any Losses to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and Losses have been otherwise actually recognized recovered by the Indemnified Party through any insurance; and (v) nothing in this Agreement shall in any way restrict or limit the tax year general obligation at law of an Indemnified Party to mitigate any Loss which it may suffer or incur by reason of the respective Lossbreach by an Indemnifying Party of any representation, warranty or covenant of an Indemnifying Party under this Agreement. For purposes of calculating the indemnity limitations and caps set forth herein, any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective LossArrangement Shares, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); providedif any, that no Tax Benefit received by any Bonfire Holder shall be taken into account with respect to a Loss to valued at the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalGTY Share Price.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (a) The amount of any Loss subject to Losses for which indemnification pursuant to is provided under this ARTICLE VIII Article 11 shall be calculated net of of: (ai) any insurance proceeds actually received in cash accruals or reserves on the Adjusted Closing Net Working Capital; (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (bii) any Tax Benefits foreign, federal, state and local income tax benefits inuring to the Indemnified Party on account as a result of such Loss and the state of facts which entitled the Indemnified Party to recover from the Indemnifying Party; (ciii) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, less any costs incurred or payable by such Indemnified Party in recovering such amount; and (iv) any amounts recovered or recoverable by the Indemnified Party pursuant to any insurance policy. (b) Other than for fraud, in no event shall any party be liable for loss of profits or incidental, special, punitive or consequential damages for any reason whatsoever or for any multiple of damages based on the purchase price of the business or any multiple of earnings or EBITDA. (c) The Indemnifying Party shall not have any indemnification obligations with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount breach of any of the recovery representations, warranties, or benefit shall be paid promptly in immediately available funds to covenants of the Indemnifying Party that provided such indemnification to contained in this Agreement if at or before the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIClosing Date, the Indemnified Party shall promptly pay had actual knowledge of such breach. (d) Indemnification pursuant to the Indemnifying Party that made such indemnification payment provisions of this Article 11 shall be the amount sole and exclusive remedy of such Tax Benefit at such time or times as and the parties relating to the extent that such Tax Benefit is realized subject matters addressed in this Article 11. Without limiting the generality of the preceding sentence, no legal action sounding in contribution, tort or strict liability may be maintained by any party against the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, other party with respect to any applicable Lossthe Agreement, any cash Tax savings except as expressly contemplated by, or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Lossotherwise consistent with, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthis Article 11.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (ai) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs No Parent Indemnitee or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified PersonsIndemnitee, as the case may be, shall not be entitled to recover indemnification under this Article VII for any breach of a representation or warranty hereunder if one or more than once for of the same Loss. No Seller Indemnified Person shall be individuals listed on Schedule 4.7, on behalf of Parent, or one or more of the individuals listed in the definition of “Knowledge,” on behalf of Sellers, as applicable, had actual knowledge (excluding constructive knowledge and any obligation of inquiry) of such breach on or before Closing. (ii) Where the Sellers have made a payment to a Parent Indemnitee in relation to any Losses which is the subject of a claim and Parent or any of its Affiliates are entitled to recover (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates Parent Indemnitees (in whole or in part) in respect of the Loss which is the subject of such claim, Parent or its relevant Affiliates shall (i) promptly notify the Seller Representative of the fact and provide such information as the Seller Representative may reasonably require, (ii) take all reasonable steps or proceedings as the Seller Representative may require to enforce such right and (iii) pay to the Seller Representative, as soon as practicable after receipt, an amount equal to the amount recovered from the third party (not to exceed the amount of the Sellers payment with respect to such claim). The amount of any Loss shall be net of any amounts recovered by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a party or has rights with respect to such Loss. In the event of any breach giving rise to an indemnification obligation under this Section 7.2, the Indemnified Party shall take, and shall cause its respective Affiliates to take, all reasonable measures to mitigate the consequences of the related breach (including taking reasonable steps to prevent any contingent Loss from becoming an actual Loss). (iii) For purposes of this Section 7.2, if any representation or warranty contained herein is qualified by materiality, “Company Material Adverse Effect”, “Parent Material Adverse Effect”, or a derivative thereof, such qualification will be ignored and deemed not included in such representation or warranty for purposes of calculating the amount of Losses with respect to such breach or inaccuracy. (iv) Notwithstanding anything to the contrary contained in this Section 7.2, no indemnification shall be provided under this Agreement with respect to any consequential, special or incidental damages, lost profits, damage to goodwill or lost revenues, Losses that are not reasonably foreseeable or punitive damages, provided that Losses of any Indemnified Party may include punitive damages to the extent that they are actually adjudicated as due and actually paid by such Loss is reflected Indemnified Party to a third party in connection with an indemnified Third Party Claim. (v) Upon the calculation payment in full of Closing Indebtednessany indemnity pursuant to this Article VII, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthe Indemnifying Party shall be subrogated to any right of the Indemnified Party in respect of the matter in respect of which such indemnity has been paid.

Other Limitations. (a) The amount of any Losses for which indemnification is provided under this Section 9 and any Taxes for which indemnification is provided under Section 10.3 shall be calculated net of any duplicative amounts actually recovered by any Buyer Indemnified Persons under insurance policies or from third Persons with respect to such Losses. In addition, Sellers shall not be obligated to indemnify Buyer with respect to: (i) any covenant or condition waived in writing by Buyer on or prior to the Closing; or (ii) any Loss with respect to any matter to the extent that the amount of such Loss was actually reflected in the calculation of the adjustment to the Purchase Price, if any, pursuant to Section 2.4. (b) For purposes of this Section 9, any inaccuracy in or breach of any representation or warranty, and the amount of Losses for which the Buyer Indemnitees are entitled to indemnification pursuant to this Section 9, will be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (c) Notwithstanding anything to the contrary set forth herein, Sellers will have no obligation to indemnify the Buyer Indemnified Persons for any Loss to any Buyer Indemnified Person in connection with or as a result of a claim for such Loss under the Environmental Insurance Policy that is covered thereunder or would be covered thereunder but for (i) the Environmental Insurance Policy deductible or cap or (ii) any voluntary act of the Buyer that caused an otherwise covered claim to be excluded from coverage under the Environmental Insurance Policy From and after the Closing Date, Buyer shall use commercially reasonable efforts to cause the Company to timely make and pursue all claims under the Environmental Insurance Policy with respect to Losses for which Sellers would otherwise have an indemnification obligation in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash Seller will have no liability (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs for indemnification or paymentsotherwise) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring with respect to the Indemnified Party on account matters described in Section 7.2(a)(i) (other than a breach of the representations and warranties of Seller contained in Section 4.14(d), which shall not be subject to such Loss threshold for Damages) or a breach of the covenants contained in Article VI (other than the covenants contained in Sections 6.5, 6.6, 6.9, 6.10 and (c6.14, which shall not be subject to such threshold for Damages) any indemnification, contribution or other payment actually received in cash (net until the total of any applicable costs of recovery or collection thereof) from any third Person all Damages with respect to such Lossmatters exceeds the sum of $300,000 and the Excess Reserves, and then only for the amount by which such Damages exceed the sum of $300,000 and the Excess Reserves. (b) Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 7.2(b) until the total of all Damages with respect to such matters exceeds $300,000, and then only for the amount by which such Damages exceed $300,000. (c) Any amounts otherwise payable to an indemnified party with respect to indemnification for Damages or Taxes incurred by such indemnified party shall be reduced by any Tax Benefit received by such indemnified party. The Indemnified Party indemnified party shall use its reasonable best efforts (provided that this shall not be deemed to require the commencement of legal proceedings) to take such action as is necessary (Aincluding, without limitation, the filing of an amended Federal and state income tax return or a claim for refund) seek full recovery from in order to obtain any third parties Tax Benefit that may be available as a result of any Damages or Taxes indemnified hereunder, unless in the opinion of counsel to such indemnified party there is not substantial authority for claiming a loss, deduction or credit for such Damages or Taxes. A "Tax Benefit" shall arise if, after taking into account the tax consequences of the payment or incurrence by such indemnified party of the Damages or Taxes and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if income tax arising out of such Loss were not subject to indemnified party's receipt of indemnification pursuant to this ARTICLE Article VII or Article VIII (includingin respect of such Damages or Taxes, such indemnified party realizes an actual savings in its liability for exampleTaxes as a result thereof. For this purpose, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit party shall be paid promptly deemed to realize an actual savings in immediately available funds its liability for Taxes upon the filing of its Tax Return claiming actual Tax savings attributable to the Indemnifying Party such indemnification; provided, however, that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as if and to the extent that any such Tax Benefit is realized ultimately denied by a taxing authority, the indemnifying party shall pay to such indemnified 49 party the amount of such denied Tax Benefit plus interest at the rate applied by such taxing authority to underpayments of Tax from the date that interest begins to accrue on the underpayment of Tax as a result of the denial of such Tax Benefit until the date that the amount of such denied Tax Benefit (plus interest) is paid to such indemnified party by the Indemnified Partyindemnifying party. For In the event such indemnified party has a net operating loss for Federal income tax purposes hereoffor (or a net operating loss carryover or investment tax credit carryover to) the year in which a Tax Benefit would otherwise be realized, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account deemed to be realized, if ever, only in the year or years in which there is an actual reduction in or refund of the amount of Taxes paid over what would have been paid in the absence of such Tax Benefit (after giving effect to such net operating loss or net operating loss carryover or investment tax credit carryover). (d) In no event will Seller's liability (for indemnification or otherwise) with respect to the matters in Section 7.2(a)(i) or a Loss to breach of the extent such Loss covenants contained in Article VI (or other than the receipt of an indemnity payment covenants contained in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; providedSections 6.5, further6.9, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons6.10 and 6.14, as the case may be, which shall not be entitled subject to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected cap) exceed $32,000,000 in the calculation of Closing Indebtednessaggregate. (e) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalSELLER SHALL NOT BE LIABLE TO BUYER OR ANY BUYER INDEMNITEES NOR BUYER TO SELLER OR ANY SELLER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN AN ACTION BY A THIRD PARTY AGAINST A BUYER INDEMNITEE OR SELLER INDEMNITEE FOR WHICH SUCH BUYER INDEMNITEE OR SELLER INDEMNITEE IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT; PROVIDED THAT NOTWITHSTANDING THE FOREGOING, ANY CLAIM FOR INDEMNIFICATION BY BUYER AGAINST SELLER INVOLVING A LAND CONTRACT BREACH MAY INCLUDE A CLAIM FOR CONSEQUENTIAL DAMAGES PROVIDED THAT THE AMOUNT OF CONSEQUENTIAL DAMAGES RECOVERABLE WITH RESPECT TO EACH CURRENT PROJECT WHICH IS SUBJECT TO A LAND CONTRACT BREACH SHALL BE LIMITED TO $1,500,000.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received Any Losses as to which indemnification provided for in cash (this Article VIII may apply shall be determined net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment cash recovery actually received in cash (net of any applicable costs of recovery or collection thereof) from any third by an Indemnified Person with respect to insurance or third party indemnification or contribution specifically with respect to the specific matter for which indemnification is sought, less any documented current or prospective costs associated with obtaining such Lossrecovery. The If an Indemnified Person receives any amounts under applicable insurance policies or third party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Indemnifying Party (including via the Indemnity Escrow Amount or set off against Milestone Payments), then such Indemnified Party shall use its reasonable best efforts will, without duplication, promptly reimburse the Indemnifying Party for any indemnification payment made by the Indemnifying Party up to the amount received by the Indemnified Person (Aless any documented current or prospective costs associated with obtaining such recovery). (b) seek full recovery from Any claim for Losses will be calculated without regard to any third parties and damages (i) which are punitive or exemplary or (ii) which are not reasonably foreseeable under all insurance policies coveringan objective standard, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, except in each case to the same extent as it would if such Loss were not subject to indemnification awarded by a Governmental Entity pursuant to a Third Party Claim. (c) Any claim for indemnification under Section 8.1(a)(i)-(iv) against the Equityholders, and any offer to compromise or settle such claim, must be made on a pro rata basis to all Equityholders (based on their respective Pro Rata Portions). (d) Notwithstanding any other provision of this ARTICLE VIII (includingAgreement, for examplethe Company is not making and shall not be construed to have made, Buyer’s judgment regarding and the impact such actions might Equityholders shall not have on customers and other third parties having material continuing business relationships any liability or indemnification obligation with respect to, any representation or warranty as to the Sold Companies). In the event that an insuranceamount or availability of any net operating losses, indemnificationTax credits, contribution or other recovery is Tax attribute. Notwithstanding any other provision of this Agreement, the Equityholders shall not have any liability or indemnification obligation (i) resulting from any election made or a Tax benefit described in this under Section 8.7(b) is realized by 338 of the Indemnified Party Code with respect to the Transactions (ii) for any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount Taxes of the recovery Company or benefit any of the Subsidiaries resulting from any action taken by the Company or Parent after the Closing on the Closing Date or (iii) the ability of Parent, the Surviving Corporation or any of their Affiliates to utilize any Tax asset or attribute (e.g., net operating loss carryforward or Tax credit carryforward) in any Tax period or portion thereof beginning on or after the Closing Date. This Section 8.3(d) shall not apply to any liability or indemnification obligation of the Equityholders in connection with a breach of, or inaccuracy in, or violation of, Section 2.20(i) or Section 4.1(j) by the Company. (e) Any liability for indemnification under this Article VIII shall be paid promptly in immediately available funds determined without duplication of recovery by reason of the state of facts giving rise to the Indemnifying Party that provided such indemnification to the Indemnified Partyliability constituting a breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIIn addition, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as if and solely to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, an amount of Losses in connection with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be an indemnifiable matter was already taken into account in connection with respect to a Loss to calculation of the extent such Loss (or Closing Merger Consideration, the receipt of an indemnity payment in respect same amount of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case Losses may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalrecovered under this Article VIII.

Other Limitations. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agrees as follows: (i) The amount of any Damages incurred by a Purchaser Indemnified Party shall be reduced by any amount actually recovered by a Purchaser Indemnified Party with respect thereto under any insurance coverage (net any costs and expenses, including the present value of any insurance premium increases); provided, however, that Purchaser shall not be obligated to seek any such proceeds, benefits or recoveries. (ii) The indemnification provisions provided for in this Article 7 will be the exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement; provided, however, that nothing in this Agreement shall limit the rights or remedies of any Indemnified Party in connection with (i) any fraud in connection with, or willful breach of, this Agreement or the Related Agreements, (ii) any Related Agreement or (iii) seeking any equitable remedies. (iii) Nothing in this Article 7 shall limit the liability of any Party hereto for any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Related Agreement if the transactions contemplated hereby do not close. (iv) Notwithstanding anything to the contrary set forth in this Agreement, the amount of parties hereto agree and acknowledge that any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party may bring a Claim for indemnification for any Damages under this Article 7 notwithstanding the fact that such Indemnified Party had Knowledge of the breach, event or any of its Affiliates on account of circumstance giving rise to such Loss, (b) any Tax Benefits inuring Damages prior to the Indemnified Party on account of such Loss and Closing or waived any condition to the Closing related thereto. (cv) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Each Indemnified Party shall use its commercially reasonable best efforts to mitigate any Damages which are the subject of Claims hereunder. (Avi) seek full recovery from Except in the case of fraud, until the Escrow Fund is exhausted or released in full, any third parties and under all insurance policies coveringpayment to a Purchaser Indemnified Party, and all right to indemnification and/or contribution from third Persons in respect of, of claims under Section 7.1(a)(i) for any Loss and (B) mitigate any actual misrepresentation or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized breach by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount Seller of the recovery or benefit representations and warranties set forth in Section 5.1 of this Agreement, shall be paid promptly in immediately available funds to from the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalEscrow Fund.

Other Limitations. (a) Except to the extent any indemnification relates to a Third Party Claim, neither Party shall have any Liability to any other Party in accordance with this ARTICLE 11 for any loss of profit, punitive damages, internal administrative or overhead costs, frustrated expenses, a reduced enterprise value or any Damages based on the fact that the Share Purchase Price and/or Loan Purchase Price was calculated on incorrect assumptions or result from the application of incorrect multiples. (b) Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not have any Liability to the Buyer Indemnified Parties for any claims for indemnification made by the Buyer Indemnified Parties pursuant to Section 11.1(a) if Buyer had Knowledge of Buyer at the Signing Date of a breach that would otherwise constitute such claims for indemnification made by the Buyer Indemnified Parties. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not have any Liability to the Buyer Indemnified Parties for any claims for indemnification made by the Buyer Indemnified Parties pursuant to Section 11.1(a) in excess of the General Escrow Amount, in the aggregate (such aggregate amount, the “Cap”); provided, however, that the Cap shall not apply to claims based upon, arising out of, or by reason of (i) any breach of Seller’s Fundamental Representations or (ii) any fraud, intentional misrepresentation, or willful misconduct. (d) With respect to any breach of Seller’s Fundamental Representations, Seller shall not have any Liability to the Buyer Indemnified Parties in excess of the full and aggregated amount of the Share Purchase Price and the Loan Purchase Price payable to Seller (including their respective share of the General Escrow Amount); i.e., Seller’s Liability is limited to the consideration actually received by Seller under this Agreement. (e) Seller shall be liable for any claim of the Buyer Indemnified Parties pursuant to Sections 11.1(a), 11.1(b) or 11.1(c) only if an individual claim (or the aggregate amount of several claims arising from the same or a similar event, the same or similar circumstances, or the same or similar types of events or circumstances) exceeds the amount of any Loss EUR 15,000 (the “Qualifying Claim”), and the aggregate amount of all Qualifying Claims of the Buyer Indemnified Parties collectively exceeds EUR 50,000 (the “Threshold”), in which case Seller shall be obligated to indemnify the Buyer Indemnified Parties for the full amount of such claims (Freigrenze), subject to the limitations of this ARTICLE 11. (f) Seller’s Liability for indemnification pursuant to this ARTICLE VIII 11 shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs excluded or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Personsreduced, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if if, and to the extent that (i) the Buyer Indemnified Parties, have failed to mitigate the damage in accordance with general German law principles (Schadensminderungspflicht); (ii) such Loss claim is reflected covered by a provision, reserve, or valuation allowance in the calculation Financial Statements; (iii) Seller is liable under or in connection with this Agreement twice based on the same matters, facts, circumstances or occurrences giving rise to such Liability and have already paid any such and all damages; (iv) the matters, facts, circumstances or occurrences giving rise to such claims for indemnification pursuant to Section 11.1(a) to and including 11.1(d) have been fairly disclosed in this Agreement, the Exhibits and Schedules thereto, the Ancillary Agreements, the Seller Disclosure Schedule, the Subsequent Disclosure or on the six (6) identical USB sticks, out of which one (1) USB stick each should be provided concurrently with this Agreement to Buyer and Seller and their respective counsels, and two (2) USB sticks to the acting notary for safekeeping for 5 years as of the Closing IndebtednessDate in accordance with the safekeeping instructions attached as Exhibit 11.6(f)(iv) (“Safekeeping Instructions”); the USB sticks contain documents (including questions and answers) that were placed in the virtual data room “Dracoon” set up by Seller for “Project Trinity” and with the content as archived on March 3, Unpaid Sold Company Transaction Expenses 2022 (all information stored on the USB sticks including the information being made available only to “clean team members” in accordance with antitrust law requirements collectively “Due Diligence Documents”), whereby “fair disclosure” requires that a fact has been made available in this Agreement, the Exhibits and Schedules thereto, the Ancillary Agreements, the Seller Disclosure Schedule, the Subsequent Disclosure or Closing Net Working Capitalin the Due Diligence Documents in a context in which the disclosed information would have been reasonably expected in light of the facts it was meant to disclose; however, the Parties agree that any matter disclosed in this Agreement, the Exhibits and Schedules thereto, the Ancillary Agreements, the Seller Disclosure Schedule, the Subsequent Disclosure or in the Due Diligence Documents shall be deemed to be disclosed on each instance of this Agreement, the Exhibits and Schedules thereto, the Ancillary Agreements, the Seller Disclosure Schedule, the Subsequent Disclosure or in the Due Diligence Documents relating to such matter (cross disclosure). (v) the Buyer Indemnified Parties have actually recovered from any third party (excluding the net present value of any aggregated negative financial effects caused by the recovery from such third party), including but not limited to, a third-Party insurer (excluding the net present value of any aggregated increase of premiums), any Damages with respect to the asserted breach or the Damages can be compensated by advantages to which the Buyer Indemnified Parties are entitled to (Vorteilsausgleich); (vi) such Liability is resulting from, or attributable to, any legally not mandatory act, omission, transaction, change of past practice or arrangement of any Buyer Indemnified Party or, after Closing, the Company; or (vii) such Liability is resulting from or increased by the passing of, or any change in, any Law, or administrative practice of any Governmental Authority after the Signing Date; (viii) such Liability is resulting from, or attributable to any Cenntro Products or Cenntro Product IP, e.g., recall, warranty, non-compliance with contractual or official requirements, or business activity in relation to Cenntro Products or Cenntro Product IP; (ix) the matters, facts, circumstances or occurrences giving rise to such claims for indemnification have been taken into account in the determination of the Share Purchase Price. (g) Nothing in this Agreement shall limit any Damages based upon, arising out of, or by reason of fraud, intentional misrepresentation or willful misconduct. Furthermore, no Damages based upon, arising out of, or by reason of fraud, intentional misrepresentation or willful misconduct shall count toward the Cap.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the (i) The amount of any Loss subject to indemnification pursuant to this ARTICLE VIII an Indemnified Party shall be calculated entitled to receive from the Indemnifying Party with respect to an item of Loss shall be reduced by and net of (aA) any insurance proceeds recovery actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the such Indemnified Party or from any of its Affiliates on account of other Person with respect to such LossLoss (including insurance proceeds, indemnification rights, counterclaims, warranties, subrogation actions and the like) and (bB) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person Benefit with respect to such Loss. The Indemnified Party Purchaser shall, and shall cause the Company to, use its commercially reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it they would if such Loss Losses were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies)hereunder. In the event that an insurance, indemnification, contribution insurance or other third party recovery is made by Purchaser, the Company, or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party any of their Affiliates with respect to any Loss Losses for which it any Purchaser Indemnified Party has been indemnified pursuant to this ARTICLE VIIIby the Escrow Amount or Seller hereunder, then a refund equal to the aggregate amount of the recovery or benefit (net of all direct collection expenses) shall be paid made promptly in immediately available funds to the Escrow Agent or Seller, as applicable; provided, that if the Escrow Agreement has expired or been terminated, such payment shall be made directly to Seller. The Indemnifying Party that provided such indemnification shall be subrogated to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable all rights of the Indemnified Party against other Persons in respect of any Losses indemnified by the tax year of the respective Loss, in each case determined on a with and without basis Indemnifying Party hereunder. (comparing the actual cash Tax liability of the ii) No Purchaser Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect entitled to a Loss receive indemnification for any Losses to the extent such Loss Losses are reserved or provided for in the Final Closing Date Schedule and reflected in the determination of the Final Stockholder Equity. (or iii) Notwithstanding anything contained herein to the receipt contrary, for purposes of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed determining the amount of any Losses that are the subject matter of a claim for indemnification payment paid hereunder, each representation and warranty in this Agreement shall be determined without regard and without giving effect to the Indemnified Party. The Seller Indemnified Persons term “material” or the Buyer Indemnified Persons“material adverse effect” or similar phrases contained in such representation or warranty, as the case may beif such word were deleted from such representation and warranty. (iv) After becoming aware of any event or occurrence that could reasonably be expected to give rise to an indemnification right hereunder, shall not be each Person entitled to recover indemnification shall take commercially reasonable steps to mitigate all Losses arising therefrom. (v) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such obligation constituting a breach of more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtednessone representation, Unpaid Sold Company Transaction Expenses warranty, covenant or Closing Net Working Capitalagreement hereunder.

Other Limitations. (i) This Section 4 shall constitute the exclusive remedy after the Closing for recovery of Damages by the Indemnitees pursuant to or in connection with this Agreement, except in the case of claims for Fraud against the Indemnitor committing such Fraud; provided, however, subject to the limitations set forth herein, nothing in this Agreement shall limit the rights or remedies of any Indemnitee (A) to specific performance, injunctive and other equitable relief or (B) pursuant to any other agreement executed by an Indemnitor. (ii) The amount of any Damages for which indemnification is provided under this Section 4 shall be net of any amounts actually recovered by the Indemnitee under insurance policies with respect to such Damages (net of any costs to recover such insurance payments and the costs of any increased premiums to the extent resulting therefrom); provided that Parent shall only have the obligation to seek insurance recovery to the extent commercially reasonable in light of the circumstances and only with respect to insurance policies obtained by the Company prior to the Closing for which premiums were paid in full prior to the Closing. (iii) Notwithstanding anything to the contrary set forth contained in this Agreement, under no circumstances will either Party be liable to the amount other for any punitive or exemplary damages (except to the extent such punitive or exemplary damages are awarded to a third party pursuant to a third party claim). (iv) To the extent required by applicable Legal Requirements, the Indemnitee shall act in good faith and a commercially reasonable manner to mitigate any Damages they may pay, incur, suffer or sustain for which indemnification is available hereunder. (v) For the avoidance of doubt and in order to prevent duplication of payment by the Indemnitors, the Indemnitors will not have any Loss subject obligation to indemnification indemnify the Indemnitees for any Damages pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and 4 to the extent that such Tax Benefit is realized by Damages were previously included in calculating the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Date Net Working CapitalCapital or Working Capital Adjustment.

Other Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any Neither Purchaser nor Seller shall be deemed to have sustained an indemnifiable loss to the extent such party is entitled to be indemnified by insurance proceeds actually received carried by such party or would have been entitled to be indemnified by Seller's insurance if the insurance carried by Seller as of the Closing Date would have remained in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by effect until the Indemnified Party or any of its Affiliates on account of such Loss, loss occurred. (b) any Tax Benefits inuring Any amounts otherwise payable to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person an indemnified party with respect to indemnification for Damages incurred by such Lossindemnified party shall be reduced by any Tax Benefit (as defined below) actually realized by such indemnified party. The Indemnified Party indemnified party shall use its reasonable best efforts (provided that this shall not be deemed to require the commencement of legal proceedings) to take such action as is necessary (Aincluding, without limitation, the filing of an amended Federal income tax return or a claim for refund) seek full recovery from in order to obtain any third parties Tax Benefit that may be available as a result of any Damages hereunder, unless in the written opinion of counsel to such indemnified party there is not substantial authority for claiming a loss, deduction or credit for such Damages. Until such Tax Benefit is finally determined, the indemnifying party shall be entitled to reduce its indemnifying payment by a reasonable estimate of the Tax Benefit. If, after taking into account the tax consequences, if any, of the payment or incurrence by such indemnified party of the Damages and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if income tax arising out of such Loss were not subject to indemnified party's receipt of indemnification pursuant to this ARTICLE VIII Article 13 in respect of such Damages, such indemnified party realizes an actual savings in its liability for taxes (includinga "Tax Benefit") as a result thereof, for exampleand the indemnified party has received an excessive amount from the other party, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly party will pay to the Indemnifying Party that made such indemnification payment indemnifying party the amount of such Tax Benefit at such time when it is actually realized through the reduction of taxes that would otherwise be due or times as through the receipt of a refund of taxes previously paid; provided, however, that if and to the extent that any such Tax Benefit is realized ultimately denied by a taxing authority, the indemnifying party shall pay to such indemnified party the amount of such denied Tax Benefit plus interest at the rate applied by such taxing authority to underpayments of tax from the date that interest begins to accrue on the underpayment of tax as a result of the denial of such Tax Benefit until the date that the amount of such Tax Benefit (plus interest) is paid to such indemnified party by the Indemnified Partyindemnifying party. For In the event such indemnified party has a net operating loss for Federal income tax purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or a net operating loss carryover or investment tax credit carryover to) the receipt of an indemnity payment year in respect of such Loss) would result in a reduction of Tax basis in depreciable which the Damages were incurred or amortizable property; providedpaid, further, that in no event shall the Tax Benefit attributable to the Damages shall be deemed to exceed be realized, if ever, only in the year or years in which there is an actual reduction in the amount of any indemnification payment taxes paid to over what would have been paid in the Indemnified Party. The Seller Indemnified Persons or absence of such Damages (that is, the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person reduction in taxes shall be entitled to recover treated as occurring first as a result of such net operating loss or net operating loss carryover or investment tax credit carryover computed exclusive of any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalDamages).

Other Limitations. Notwithstanding anything (i) None of the Seller Indemnifying Parties or the Purchaser Parties shall have any obligation or liability under Section 7.2 or Section 7.3, as applicable, with respect to any Losses that are (A) caused by the actions of any Indemnified Party, (B) exacerbated by any Indemnified Party to the contrary set forth in this Agreement, extent of the amount of exacerbation or (C) recovered by any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Lossparty (including insurers). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder. If the amount of any Losses suffered by any Indemnified Party is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII (includingSection 7.2 or Section 7.3, for exampleas applicable, Buyer’s judgment regarding the impact such actions might have on customers and by recovery from any other third parties having material continuing business relationships with party (including any insurer), an amount equal to the Sold Companies). In amount of such reduction (not to exceed, in any event, the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described amount so previously paid in this Section 8.7(brespect thereof by the Indemnifying Party) is realized shall promptly be repaid by the Indemnified Party with respect to the Indemnifying Party. (ii) An Indemnifying Party shall not be required to indemnify any Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the fraud, gross negligence or willful misconduct of the Party seeking indemnification. (iii) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable under this ARTICLE VII to any Loss other Person for which it has been indemnified any consequential or punitive damages of such other Person to the extent the same are not a reasonably foreseeable consequence, except to the extent awarded to a third party in a third-party claim. (iv) In the event of any breach giving rise to an indemnification obligation under this ARTICLE VII, an Indemnified Party shall take and cause its Affiliates to take, or cooperate with an Indemnifying Party if so requested by the Indemnifying Party in order to take, all commercially reasonable measures to mitigate the consequences of the related breach. (v) Notwithstanding anything in this Agreement, any amounts payable pursuant to the indemnification obligations under this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit VII shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as without duplication and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit any Party hereto be deemed to exceed the amount indemnified under different provisions of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once this Agreement for the same Loss. No Seller Indemnified Person shall be entitled Losses, including but not limited to recover in respect of any Loss if and to the extent such Loss matter that is reflected taken into account in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capitalthe Estimated Purchase Price pursuant to Section 1.2.

Other Limitations. Notwithstanding (a) Global and AEHC shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the other Party hereunder, including by using commercially reasonable efforts to resolve any such claim or liability. Further, each Party shall use commercially reasonable efforts to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise to, a Loss, including incurring costs but only to the minimum extent necessary to remedy the breach which gives rise to the Loss. In the event that Global or AEHC shall fail to use such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary set forth in contained herein, the other Party shall not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if Global or AEHC, as the case may be, had made such efforts. (b) The Indemnified Party shall use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties. The amount of Loss for which the Indemnified Party may be entitled to seek indemnification under this Agreement, Agreement will be reduced by the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds or other payment from a third party actually received in cash (net of any applicable deductiblesreceived, co-payments, “retro premium” adjustments and similar costs realized or payments) retained by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such LossLoss (less the amount of any expenses incurred by it in procuring such recovery). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from If such Person, after having received any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification payment pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party Agreement with respect to a Loss, subsequently receives or realizes any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery insurance proceeds or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIIIother payment, the Indemnified Party shall will promptly refund and pay to the Indemnifying Party that made an amount equal to such indemnification insurance proceeds or payment (after deducting therefrom the amount of any expenses incurred by it in procuring such Tax Benefit recovery, to the extent such Indemnified Party did not already receive payment for such expenses from the Indemnifying Party), but not in excess of any amount previously paid by the Indemnifying Party to the Indemnified Party in respect of such matter. (c) If an Indemnified Party is indemnified for any Losses pursuant to this Agreement with respect to any claim by a third party, then the appropriate Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against such third party, and such Indemnified Party will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. (d) Notwithstanding any provision herein, AEHC and its Affiliates shall not in any event be liable to any Global Indemnitee and Global and its Affiliates shall not in any event be liable to any AEHC Indemnitee on account of any indemnity obligation set forth in Section 9.1 or 9.2 (as applicable) for any indirect, consequential, special, incidental or punitive damages arising out of, or relating to, this Agreement, the Transaction, the performance or breach of this Agreement or any liability or obligation retained or assumed under this Agreement, other than any such damages for which the Indemnified Party is found liable through the final resolution of a Third Party Claim. (e) Notwithstanding anything to the contrary in this Agreement, it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly. (f) Notwithstanding anything to the contrary in this Agreement, AEHC’s indemnification obligations under Section 9.1 shall not cover any Environmental Liabilities relating to or occurring at any property owned, leased and/or operated by Global or any of its subsidiaries prior to the Closing, except to the extent such time Environmental Liabilities would otherwise be Alliance’s responsibility pursuant to that certain Facilities Management Agreement between Alliance and Global Companies LLC or times as that certain Facilities Management Agreement between Aliance and Global Montello Group Corp., each with respect to certain retail gas stations and ancillary uses thereto owned or leased by Global or one of its subsidiaries prior to the Closing and managed by Alliance prior to the Closing. (g) Notwithstanding anything to the contrary in this Agreement, AEHC’s indemnification obligations under Section 9.1(a)(ii) shall not apply to any incremental additional Losses due to any Environmental Liability to the extent that such Tax Benefit is realized by incremental additional Losses are due to the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings conduct of Global or refunds that are received and actually recognized by the Indemnified Party its agents post-Closing which conduct causes a further Release or an increase in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (concentration or the receipt of an indemnity payment in respect area coverage of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working CapitalEnvironmental Liability.

Other Limitations. Notwithstanding anything (i) None of the Seller Parties or the Purchaser Parties shall have any obligation or liability under Section 11.2 or Section 11.3, as applicable, with respect to any Losses that are (A) caused by the actions of any Indemnified Party, (B) exacerbated by any Indemnified Party to the contrary set forth in this Agreementextent of the exacerbation, the amount of or (C) recovered by any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Lossparty (including insurers). The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, covering any Loss and (B) mitigate any actual or potential Loss, in each case Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder. If the amount of any Losses suffered by any Indemnified Party is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to this ARTICLE VIII (includingSection 11.2 or Section 11.3, for exampleas applicable, Buyer’s judgment regarding the impact such actions might have on customers and by recovery from any other third parties having material continuing business relationships with party (including any insurer), an amount equal to the Sold Companies). In amount of such reduction (not to exceed, in any event, the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described amount so previously paid in this Section 8.7(brespect thereof by the Indemnifying Party) is realized shall promptly be repaid by the Indemnified Party to the Indemnifying Party. (ii) An Indemnifying Party shall not be required to indemnify any Indemnified Party to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the fraud, gross negligence or willful misconduct of the Party seeking indemnification. (iii) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable under this Article XI to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of revenue, loss of income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no "multiple of profits", "multiple of operating income" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses; provided that the foregoing does not limit such Party's liability under this Article XI with respect to actual loss of revenue, actual loss of income or profits or actual realized diminution in value. (iv) In connection with any Loss claim for which it has been indemnified indemnification pursuant to this ARTICLE VIIISection 11.2(a), then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and indemnifiable Loss will arise only to the extent that such Tax Benefit the Loss is realized caused by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received facts which constitute a breach of such representation and actually recognized warranty and not by the Indemnified Party a deterioration (i) in the tax year creditworthiness of an Obligor in respect of a Purchased Commercial Loan, or (ii) the value of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined underlying real estate collateral based on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (general economic or the receipt of an indemnity payment market conditions in respect of such LossPurchased Commercial Loan. (v) would result In the event of any breach giving rise to an indemnification obligation under this Article XI, an Indemnified Party shall take and cause its Affiliates to take, or cooperate with an Indemnifying Party if so requested by the Indemnifying Party in a reduction order to take, all commercially reasonable measures to mitigate the consequences of Tax basis the related breach. (vi) Notwithstanding anything in depreciable or amortizable property; providedthis Agreement, further, that any amounts payable pursuant to the indemnification obligations under this Article XI shall be paid without duplication and in no event -- \\DC - 088650/000238 - 6521921 v16 shall any Party hereto be indemnified under different provisions of this Agreement for the Tax Benefit be deemed to exceed same Losses. Without limiting the amount generality of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or foregoing, the Buyer Indemnified PersonsPurchaser Parties (A) shall make no claim for, as the case may be, and shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss indemnification under this Article XI in respect of, any matter that is reflected taken into account in the calculation of Closing Indebtednessthe Estimated Initial Purchase Price or Estimated Deferred Purchase Price, Unpaid Sold Company Transaction Expenses as applicable, pursuant to Section 1.2 and (B) shall be limited to a single price adjustment without duplication to the extent any price adjustment arises from or Closing Net Working Capitalout of any facts, circumstances, conditions or events that overlap.