Common use of Other Limitations Clause in Contracts

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant to the exercise of the option shall not be sold, encumbered, disposed of or otherwise transferred without first offering (an "Offer") the Company (or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser or transferee of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholders.

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant Notwithstanding anything to the exercise of the option shall not be sold, encumbered, disposed of or otherwise transferred without first offering (an "Offer") the Company (or its designee(s)) contrary set forth in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser or transferee of any such rightsthis Agreement, the amount and form of consideration any Loss subject to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares indemnification pursuant to this Section 11 ARTICLE VIII shall be made at a closing calculated net of ("Closing"a) to be held not less than five any insurance proceeds actually received in cash (5net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) and not more than fifteen by the Indemnified Party or any of its Affiliates on account of such Loss, (15b) days prior any Tax Benefits inuring to the proposed consummation Indemnified Party on account of a salesuch Loss and (c) any indemnification, encumbrance, disposal contribution or other transfer 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 shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased recovery or benefit shall be paid promptly in full at the Closing unless the offer contains other payment terms more favorable immediately available funds to the Company, in which event Indemnifying Party that provided such other terms shall applyindemnification to the Indemnified Party. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, Indemnified Party receives a Tax Benefit after an indemnification payment is made to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares it pursuant to this Section 13 ARTICLE VIII, the Indemnified Party shall acquire promptly pay to the Indemnifying Party that made such shares free indemnification payment the amount of such Tax Benefit at such time or times as and clear 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 restrictions contained herein. If respective Loss, and any amounts actually credited against cash Taxes payable of the holder 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 shares does Loss not dispose of such shares within the additional thirty (30) day periodbeen incurred); provided, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 that no Tax Benefit shall be reflected in the stock legend for any share taken into account with respect to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option a Loss to the extent such shares are covered by Loss (or the transfer restrictions receipt of an indemnity payment in respect of such Loss) would result in a shareholders' agreement with 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 and one Transaction Expenses or more of its other shareholdersClosing Net Working Capital.

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant to the exercise of the option ABB shall not be soldliable under this Agreement for any Losses: (a) to the extent that an applicable reserve for the applicable Loss was provided for in the 1998 Financials; (b) with respect to any warranty, encumberedrepresentation, disposed 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 otherwise transferred without first offering (an "Offer"c) resulting from a change in accounting or in taxation policy or practice of Buyer or Company including the Company (method of submission of taxation returns introduced following the Closing. Claims under this Agreement by Buyer may only be made by Buyer or its designee(s)) in writing successors or assigns. If any Loss of Company is a right tax deductible item, the amounts payable to purchase, for 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 minimum reasonable period of fifteen (15) daystime. 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 shares on the same terms breach and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than such breach is not fully remedied within thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser date of such notice. To the extent Buyer or transferee of Company actually receives any such rightsproceeds, from insurance or otherwise, for a claim for which ABB has indemnified Buyer, Buyer shall pay to ABB the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be proceeds if ABB has paid Buyer in full at all Losses attributable to such claim, or Buyer shall reduce the Closing unless amount of Losses payable by ABB by the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days amount of such offer then the holder of such shares mayproceeds. Upon ABB's request, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, Buyer shall subrogate any third party claim for which Buyer is seeking indemnification from ABB to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholdersABB.

Other Limitations. At In connection with any time during which the Common Stock is not publicly traded, any offering involving an underwriting of shares acquired pursuant to the exercise of the option Company's capital stock, the Company shall not be soldrequired under Section 1.2 to include any of the Holder's securities in such underwriting if (i) it is the initial public offering of the Company's securities or (ii) unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), encumberedand then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, disposed including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of or otherwise transferred without first securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (an "Offer") the Company (securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling Stockholder or its designee(sin such other proportions as shall mutually be agreed to by such selling stockholders)) in writing a right to purchase. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to Registrable Securities and which is a partnership or corporation, the option shall promptlypartners, retired partners and in no event later than thirty (30) days prior to stockholders of such holder, or the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name estates and address of the proposed purchaser or transferee family members of any such rights, partners and retired partners and any trusts for the amount and form benefit of consideration any of the foregoing persons shall all be deemed to be paid for a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such transaction, and such additional information registration as the Board result of any controversy that might arise with respect to the interpretation or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase implementation of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholders1.

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant In addition to the exercise limitation set forth in paragraph 22 hereof, Mortgagor agrees that the following events shall not occur on or after the day and year first above written without the prior written consent of Mortgagee: (a) transfer or assignment of any interest whatsoever in the property; (b) encumbering of all or any part of the option Property except in favor of Mortgagee; (c) conversion of the Property into a form of ownership other than its present use; (d) sales or leases of interval ownership or time sharing of all or any part of the Property. If any of such events do occur, such shall not be solddeemed a default under this Mortgage, encumbered, disposed of and the Mortgagee or otherwise transferred without first offering (an "Offer") holder shall have the Company (or its designee(s)) in writing a right to purchaseaccelerate the maturity of this Mortgage as though it were due and payable on the day of such default and to demand payment in full of the said Note or any unpaid balance thereof, and to exercise all rights and remedies herein or by law reserved to the Mortgagee the same as in any event of default hereunder, anything contained in the Note secured hereby or herein to the contrary notwithstanding. There shall be no requirement of any curative period, and the provisions of paragraph 19 hereof as to curative periods are inapplicable, for curing such event of default under this paragraph 23 or under paragraph 22 hereof. The Mortgagor acknowledges that the loan secured hereby is a minimum period of fifteen (15) days, purchase money obligation and that Mortgagee is making such shares loan to Mortgagor not only on the same terms and conditions as have been offered basis of the collateral secured by this Mortgage but likewise on the proposed purchaserbasis of the Mortgagor owning all of the Property during the term of said loan. The holder of shares acquired pursuant to the option shall promptlyAccordingly, Mortgagor agrees that limitations contained in this paragraph 23, and in no event later paragraph 22 hereof shall be strictly construed against the Mortgagor and in favor of Mortgagee. Any default under any of such limitations shall be non_rebuttable and conclusively presumed to jeopardize the security and collateral of Mortgagee for its loan, as same is defined and construed under Florida appellate decisions as may exist from time to time (but without any expressed or implied consent or waiver that state law rather than thirty (30) days prior to federal law shall be applicable in the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name construction and address application of the proposed purchaser foregoing provisions). At the option and in the sole discretion of Mortgagee, Federal regulatory or transferee statutory law as affects "due on sale" or "due on encumbrance" clauses when a federal savings and loan association is the lender shall apply and control, rather than Florida law, irrespective of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions provision contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant Mortgage to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholderscontrary.

Other Limitations. At In addition to the limitations set forth in paragraph 16 hereof, Grantor agrees that the following events shall not occur on or after the day and year first above written without the prior written consent of Lender: (a) transfer of beneficial interests in Grantor or any time during which subsequent owner of the Common Stock property, (if Grantor, or such subsequent owner, is not publicly tradeda natural person or persons but is a corporation, partnership, trust or other legal entity) by Grantor or any shares acquired pursuant subsequent owner of the Property); (b) encumbering of all or any part of the Property except in favor of Lender; (c) conversion of the Property into a congregate form of ownership; (d) sales or leases of interval ownership or time sharing of all or any part of the Property; (e) conversion of the Property into condominium form of ownership; (f) the Grantor is disqualified to do business in the State of Virginia; or (g) the use or operation of the Property in existence on the date of this Deed of Trust, or the business engaged in by Borrower on the date of this Deed of Trust is changed, discontinued or terminated. If any of such events do occur, such shall be deemed a default under this Deed of Trust, and the Lender or holder shall have the right to accelerate the maturity of the Loan as though it were due and payable on the day of such default and to demand payment in full of the Note or any unpaid balance thereof, and to exercise all rights and remedies herein or by law reserved to the exercise Lender the same as in any event of default hereunder, anything contained in the Note secured hereby or herein to the contrary notwithstanding. There shall be no requirement of any curative period for curing such event of default under this paragraph 17 or under paragraph 16 hereof. The Grantor acknowledges that the Loan secured hereby is a commercial loan and that Lender is making the Loan to Borrower not only on the basis of the option shall not be sold, encumbered, disposed collateral conveyed by this Deed of or otherwise transferred without first offering (an "Offer") the Company (or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares Trust but likewise on the same terms and conditions as have been offered by basis of the proposed purchaserGrantor owning all of the Property during the term of the Loan. The holder of shares acquired pursuant to the option shall promptlyAccordingly, Grantor agrees that limitations contained in this paragraph 17, and in no event later paragraph 16 hereof shall be strictly construed against the Grantor and in favor of Lender. Any default under any of such limitations shall be non-rebuttable and conclusively presumed to jeopardize the security and collateral of Lender for the Loan, as same is defined and construed under Virginia appellate decisions as may exist from time to time (but without any expressed or implied consent or waiver that state law rather than thirty (30) days prior to federal law shall be applicable in the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name construction and address application of the proposed purchaser foregoing provisions). At the option and in the sole discretion of Lender, Federal regulatory or transferee statutory law as affects "due on sale" or due on encumbrance" clauses when a federal savings and loan association is the lender shall apply and control, rather than Virginia law, irrespective of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions provision contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant Deed of Trust to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholderscontrary.

Other Limitations. At 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 time during which 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 Common Stock is not publicly tradedrepresentations 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 shares acquired Damages pursuant to the exercise Section 8.1(a)(ii) in respect of the option shall not be sold, encumbered, disposed a breach of a covenant or otherwise transferred without first offering (an "Offer") 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 designee(sSubsidiaries 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) in writing a for the right to purchasespecifically enforce the provisions of this Agreement as provided in Section 11.7, (B) for a minimum period payment of fifteen Taxes as provided in Section 2.13 and Section 9.1(a), and (15C) dayswith respect to fraud or willful breach, such shares 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 same terms part of any Indemnified Party, after the Closing, to rescind this Agreement or any of the Transactions. In quantifying the amount of any Damages of the Indemnified Party under this Article VIII, there will be subtracted the amount of any (1) insurance proceeds (net of Taxes actually incurred and conditions as have been offered net of any increased premiums, deductibles or other costs actually incurred relating to the receipt of such proceeds and attributable to any such Damages), other than proceeds received through self‑insurance or insurance provided by Affiliates of such Indemnified Party, actually received by the proposed purchaser. The holder of shares acquired Indemnified Party with respect to such Damages; provided, however, with respect to any Litigation Losses owed by the Indemnifying Party pursuant to Section 8.1(b), any such insurance proceeds will accrue fully to the option shall promptlybenefit 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 no event later than thirty (30) days each case, from insurance carriers and policies of the Company in existence prior to the proposed consummation of Closing, provided that in the event Parent submits a saleclaim for insurance from any such insurance carrier which is denied, encumbrance(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, disposal (2) any Tax benefit actually realized by the Indemnified Party that arises from the incurrence or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser or transferee payment of any such rightsDamages (taking into account any Tax cost actually incurred by the Indemnified Party that arises from the receipt or accrual of any indemnity payment), and (3) third‑party payments actually received by the Indemnified Party 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 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 amount of Tax benefit or Tax cost referred to in clause (2) above, (x) the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit, and shall take into account 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 Tax benefit or Tax cost to the extent that, and at such time as, the amount and form of consideration Taxes payable by such Indemnified Party is reduced below or increased above, as the case may be, the amount of Taxes that such Indemnified Party would be required to be paid pay but for the incurrence or payment of such Damages or the accrual or receipt of the indemnity payment, as the case may be. In the event that the Indemnifying Parties reimburse the Indemnified Party for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days Damages prior to the proposed consummation occurrence of a saleany events contemplated by clauses (1), encumbrance(2) or (3) above, disposal the Indemnified Party will remit to the Indemnifying Party any such amounts that the Indemnified Party subsequently receives or other transfer 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 sharesIndemnified Party against any Person with respect to the subject matter of such claim. The Company will determine Indemnified Party shall cooperate with the dateIndemnifying Party, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the CompanyIndemnifying Party’s sole expense, in which event the assertion by the Indemnifying Party of any such claim against such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholdersPersons.

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant In addition to the exercise limitation set forth in paragraph 27 hereof, Borrower agrees that the following events shall not occur on or after the day and year first above written without the prior written consent of Lender: (a) a material change of the option shall not be sold, encumbered, disposed General Partner of the Borrower that effectively changes control of the Borrower; (b) encumbering of all or otherwise transferred without first offering any part of the Property except in favor of Lender; (an "Offer"c) conversion of the Property into a congregate form of ownership; (d) sales or leases of interval ownership or time sharing of all or any part of the Property; (e) conversion of the Property into condominium form of ownership; (f) the Company Borrower is disqualified to do business in the State of Wisconsin or Florida; or (g) the use or its designee(s)) operation of the Property in writing existence on the date of this Mortgage, or the business engaged in Borrower on the Property on the date of this Mortgage is changed, discontinued or terminated. If any of such events do occur, such shall be deemed a default under this Mortgage, and the Lender or holder shall have the right to purchaseaccelerate the maturity of this Mortgage as though it were due and payable on the day of such default and to demand payment in full of the Note or any unpaid balance thereof, and to exercise all rights and remedies herein or by law reserved to the Lender the same as in any event of default hereunder, anything contained in the Note secured hereby or herein to the contrary notwithstanding. There shall be no requirement of any curative period, and the provisions of paragraph 23 hereof as to curative periods are inapplicable, for curing such event of default under this paragraph 28 or under paragraph 27 hereof. The Borrower acknowledges that the Loan secured hereby is a minimum period of fifteen (15) days, such shares commercial loan and that Lender is making the Loan to Borrower not only on the same terms and conditions as have been offered basis of the collateral secured by this Mortgage but likewise on the proposed purchaserbasis of the Borrower owning all of the Property during the term of the Loan. The holder of shares acquired pursuant to the option shall promptlyAccordingly, Borrower agrees that limitations contained in this paragraph 28, and in no event later than thirty (30) days prior to paragraph 27 hereof shall be strictly construed against the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name Borrower and address in favor of the proposed purchaser Lender. Any default under any of such limitations shall be non- rebuttable and conclusively presumed to jeopardize the security and collateral of Lender for the Loan, as same is defined and construed under Florida appellate decisions as may exist from time to time (but without any expressed or transferee implied consent or waiver that state law rather than federal law shall be applicable in the construction and application of the foregoing provisions). At the option and in the sole discretion of Lender, Federal regulatory or statutory law as affects "due on sale" or "due on encumbrance" clauses when a federal savings and loan association is the lender shall apply and control, rather than Florida law, irrespective of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions provision contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant Mortgage to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholderscontrary.

Other Limitations. At any time during which the Common Stock is not publicly traded, any shares acquired pursuant Anything to the exercise contrary contained in the preceding provisions of this Agreement notwithstanding, except for indemnification claims by Buyer against the Company under Subsection 8(b)(i)(b) as to any Pre-Existing Claims if the Company had actual or constructive knowledge of such Pre-Existing Claims prior to the Closing, under Subsection 8(b)(i)(c) as to any Pre-Existing Company Specific Obligations if the Company had actual or constructive knowledge of such Pre-Existing Company Specific Obligations prior to the Closing, and/or under Subsection 8(b)(i)(d) as to any Excluded Obligations if the Company had actual or constructive knowledge of such Excluded Obligations prior to the Closing (collectively, the “Claims Not Subject to Threshold”), (i) no indemnification under this Section 8 shall be made by the Company in favor of the option Buyer, or by Buyer in favor of the Company, as the case may be, unless the total of all such claims (excluding Claims Not Subject to Threshold if the Company had actual or constructive knowledge of such claims prior to the Closing) for indemnification exceed in the aggregate $104,000 (the “Indemnification Threshold”); provided, however, that once such threshold amount is exceeded the Company shall indemnify the Buyer, or the Buyer shall indemnify the Company, as the case may be, for the total amount of claims including the $104,000 Indemnification Threshold; and (ii) the obligation of (A) the Company to indemnify the Buyer and (B) the obligation of the Buyer to indemnify the Company, as the case may be, as to all indemnification claims (excluding Claims Not Subject to Threshold) shall be extinguished upon the payment under this Section 8 by the Company to the Buyer or the payment by the Buyer to the Company, as the case may be, of an amount in the aggregate equal to $5,200,000 (provided however any payment by Buyer of amounts constituting Excluded Liabilities shall not be sold, encumbered, disposed of included in the Indemnification Threshold or otherwise transferred without first offering (an "Offer") limit the Company’s liability or be applied against the Company’s aggregate limit of liability). Notwithstanding anything herein to the contrary, in no event shall the Buyer be required to exceed the Indemnification Threshold before collecting from the Company (or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered any amount owed by the proposed purchaser. The holder of shares acquired Company to the Buyer as a post Closing adjustment pursuant to the option shall promptlySection 2(i), and in no event later than thirty (30) days shall the Company be required to exceed the Indemnification Threshold before collecting from the Buyer any amount owed by the Buyer to the Company as a post Closing adjustment pursuant to Section 2(i). Notwithstanding anything in this Agreement to the contrary, the limitation imposed by the Indemnification Threshold shall not be applicable to any of the Claims Not Subject to Threshold if the Company had actual or constructive knowledge of such claims prior to the proposed consummation of a saleClosing, encumbrance, disposal or other transfer of shares, provide and in the event any Claims Not Subject to Threshold for which the Company with written notice containing had actual or constructive knowledge prior to the name Closing become known to Buyer or otherwise arise on and address after the Closing Date, Buyer shall have the right to make an indemnification claim against the Company pursuant to Section 8(b) hereof without first having to exceed any threshold amount and, if successful, shall be able to collect from the Company the full amount of any Losses resulting from any such Claims Not Subject to Threshold without reduction. Any indemnification claim that qualifies both as a claim that could be asserted by Buyer under Subsection 8(b)(i)(a) and as a claim that could be asserted by Buyer under Subsections 8(b)(i)(b), 8(b)(i)(c) and/or 8(b)(i)(d), shall be treated for all purposes as a claim included within the definition of “Claims Not Subject to Threshold”. The term “constructive knowledge”, as used in this subsection, shall mean and include such knowledge of all of the proposed purchaser or transferee facts and circumstances as would reasonably be known to any reasonably diligent and prudent person carrying out the shareholder, director, officer and/or employee duties of any such rightspositions held by such person, the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to the exercise of the option to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company deemed to have such actual and one or more constructive knowledge as is possessed by all of its other shareholders, directors, officers and employees.

Other Limitations. At any time during which Opus acknowledges, on behalf of itself and its Affiliates, that: (a) it has had the Common Stock is not publicly traded, any shares acquired pursuant opportunity to the exercise of the option shall not be sold, encumbered, disposed of or otherwise transferred without first offering (an "Offer") the Company (or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address of the proposed purchaser or transferee of any such rights, the amount and form of consideration to be paid for any such transaction, and such additional obtain information as the Board or a committee may require about Product in order to evaluate the proposed transaction risks associated therewith; (b) it has made its own independent assessment and evaluation of the prospects and future performance of Product; (c) in making its decision to enter into this Agreement and the Company's rights hereunder. Any repurchase other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby Opus has relied solely upon its own investigation and the express representations and warranties of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms Iveric set forth in ARTICLE VI (as qualified by the OfferDisclosure Schedule); (d) neither Iveric nor any other Person has made any representation or warranty as to Product, to the purchaser named therein. Unless Product Data and Documentation, this Agreement or the Board rights acquired hereunder or a committee determines otherwisethe transactions contemplated hereby, any purchaser of shares pursuant to this Section 13 shall acquire such shares free except as expressly set forth in ARTICLE VI (as qualified the Disclosure Schedule); and clear (e) as of the restrictions contained Effective Date, neither Opus nor any of its Affiliates has any Knowledge that Iveric has breached or otherwise failed to comply with any of its representations, warranties, covenants or obligations set forth herein. If In furtherance and not in limitation of the holder of such shares does not dispose of such shares within the additional thirty (30) day periodforegoing, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for Opus and its Affiliates are relinquishing any share to which this Section 9 applies. This Section 9 will not apply right to any shares acquired pursuant to claim based on the exercise inaccuracy or breach of the option any representation, warranty, covenant or obligation to the extent Opus had Knowledge of such shares are covered by the transfer restrictions inaccuracy or breach (or Knowledge of a shareholders' agreement with factual basis for such inaccuracy or breach) as of the Company and one or more of its other shareholdersEffective Date. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM INFRINGEMENT OF THIRD-PARTY RIGHTS.

Other Limitations. At (a) Notwithstanding anything to the contrary contained in this Agreement, the Vendors shall have no liability to the Purchaser pursuant to Section 9.01 (i) and (ii) until the total amount of all liabilities, losses, costs and damages incurred or suffered by the Purchaser or any time during Target Company or Purchaser's Subsidiary reaches Italian Lira 1,350,000,000 in the aggregate (the "Threshold"), it being understood that, once the Threshold is exceeded, the Vendors shall be liable only for the amount in excess of such Threshold; and further being understood that the Threshold shall not apply to the specific indemnification provisions contained in Sections 9.06 and 9.07. (b) The Vendors shall be obliged to indemnify the Purchaser, the Purchaser's Subsidiaries, and/or the Target Companies only for the after tax amount of any liabilities, losses, costs demands or expenses in respect of which indemnification is sought and net of any extraordinary gain; provided that any negative tax effect or consequence for the Purchaser and/or the Target Companies generated by any indemnification shall be taken into account for purposes of this Paragraph (b). (c) The amount of any indemnification owing by the Vendors shall be reduced by the amount of any indemnification which the Common Stock is not publicly tradedPurchaser and/or the Purchaser's Subsidiaries and/or any Target Company will actually and effectively receive from any other Person, any shares acquired pursuant to the exercise of the option including insurance refunds or similar payments. (d) The Purchaser shall not be sold, encumbered, disposed entitled to indemnification in respect of or otherwise transferred without first offering (an "Offer") matters taken into account in the Company (or its designee(s)) in writing a right to purchase, context and for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the option shall promptly, and in no event later than thirty (30) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the Company with written notice containing the name and address purposes of the proposed purchaser or transferee of any such rights, procedure for the amount and form of consideration to be paid for any such transaction, and such additional information as the Board or a committee may require in order to evaluate the proposed transaction and the Company's rights hereunder. Any repurchase of shares pursuant to this Section 11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer determination of the shares. The Company will determine the date, place and time Final Purchase Prices provided for by Article 6 of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with terms set forth in the Offerthis Agreement, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear extent of the restrictions contained hereinrelevant amount actually taken into account in such context and for such purposes. If (e) Each amount owing by the holder of such shares does not dispose of such shares within Vendors under Section 9.01 shall further be offset against the additional thirty relative reserve (30if any) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be as reflected in the stock legend Effective Date Balance Sheets. (f) The Parties acknowledge that a sum as `Bad-will', as provided for any share to which this Section 9 applies. This Section 9 will not apply to any shares acquired pursuant to in the exercise Calculation Methodology, has been mutually agreed upon by the same; therefore, irrespective of the option manner in which such `Bad-will' is reflected or accounted for in the Effective Date Balance Sheets, the Parties agree that such `Bad-will' sum shall not prevent, affect or reduce the Purchaser's right to the extent such shares are covered by the transfer restrictions of a shareholders' agreement with the Company and one or more of its other shareholdersbe indemnified under this Article 9.