Common use of Survivability; Limitations Clause in Contracts

Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Group and the Purchaser contained in this Agreement will or in any Ancillary Agreement shall survive for a period ending on the Closing and continue in full force and effect until the two year eighteen (18) month anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or an inaccuracy in the representations and warranties set forth in Section 4.10 (Compliance with Laws), Section 4.13 (Employee Benefit Plans), Section 4.14 (Environmental) and Section 4.26 (Taxes) shall be the expiration of the applicable statute of limitations (taking into account any extensions, suspension or tolling under applicable Law); (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 4.1 (Existence and Good Standing), Section 4.2 (Power), Section 4.3 (Validity and Enforceability), Section 4.4 (Capitalization of the Company), and Section 4.7(a) (Title) (the representations and warranties set forth in clauses (i) and (ii) of this Section 7.3(a) are, collectively, the “Excluded Representations”) and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii7.2(a) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The All of the covenants and agreements of the Seller Group and the Purchaser contained in this Agreement shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) survive after the Seller has made payments to or on behalf of Buyer Closing Date in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their terms for an indefinite period. (b) The representations and warranties Subject to the limitations set forth in this Section 7.3, the Purchaser may set off any Liability Claim it may have against the Seller Group against any amounts that may be payable by the Purchaser to the Seller Group, including any amounts to be paid to the Seller Group pursuant to the terms of this Agreement or any Ancillary Agreement. (c) Notwithstanding anything to the Buyer contrary contained in this Article VII or elsewhere in this Agreement, the Seller Group shall not have any liability as a result of any inaccuracy in any representation or warranty in this Agreement will survive the Closing (i) unless and continue in full force and effect until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser exceeds One Hundred Thousand and No/100 Dollars ($100,000) (the “Buyer Expiration DateDeductible”); , in which case, the Seller Group shall be liable for all such Losses without regard to the Deductible or (ii) in excess of Six Million Dollars ($6,000,000.00) (the “Cap”), provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted the Deductible and indemnified against until finally resolved. Buyer the Cap shall not have any obligationapply with respect to fraud or intentional misrepresentation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in with respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants matters set forth in this Agreement shall each survive the Closing Section 7.1(a)(ii) and continue in full force and effect until fully performed(a)(iii)above.

Survivability; Limitations. (a) The representations and warranties of the Seller Parties contained in this Agreement will or in any Ancillary Agreement shall survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or an inaccuracy in the representations and warranties set forth in Section 4.13 (Employee Benefit Plans), Section 4.14 (Environmental), and Section 4.26 (Taxes) shall be thirty (30) days after the expiration of the period during which a private or governmental plaintiff could bring a claim for actions taken or circumstances arising prior to the Closing (taking into account any extensions, suspension or tolling under applicable Law); (ii) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 4.1 (Existence and Good Standing), Section 4.2 (Power), Section 4.3 (Validity and Enforceability), Section 4.4 (Capitalization of the Company), Section 4.7(a) (Title), Section 4.29 (Brokers), Section 5.1 (Existence and Good Standing), Section 5.2 (Power), Section 5.3 (Validity and Enforceability), Section 5.4 (Capitalization of the Purchaser) and Section 5.7 (Brokers) shall be the fifth anniversary after the Closing Date (the representations and warranties set forth in clauses (i) and (ii) of this Section 7.3(a) are, collectively, the “Excluded Representations”) and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii7.1(b) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All of the covenants and agreements of the Parties contained in this Agreement shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) survive after the Seller has made payments to or on behalf of Buyer Closing Date in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their terms for an indefinite period. (b) The representations and warranties of Notwithstanding anything to the Buyer contrary contained in this Article VII or elsewhere in this Agreement, the Shareholders shall not have any liability as a result of any inaccuracy in any representation or warranty in this Agreement will survive the Closing or otherwise (i) unless and continue in full force and effect until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser and the Sub exceeds Twenty Five Thousand and No/100 Dollars ($25,000) (the “Buyer Expiration DateThreshold Amount”), in which case, the Majority Shareholders shall be liable for all such Losses above the Threshold Amount (with such Threshold Amount acting as a deductible with respect to the recovery thereof) or (ii) in excess of an aggregate of $10,000,000 (the “Ceiling Amount”), provided, however, that the Threshold Amount and the Ceiling Amount shall not apply to the Excluded Representations, with respect to fraud or intentional misrepresentation, or with respect to the matters set forth in Section 7.1(a)(ii), (a)(iii) and (a)(iv) above. (c) [Intentionally Left Blank] (d) For purposes of calculating the Threshold Amount, and the Ceiling Amount, any qualification or limitation of a representation or warranty by reference to the materiality or material adverse effect of matters stated therein shall be disregarded. (e) Effective upon the Closing, and except (i) with respect to fraud or intentional misrepresentation and (ii) for the remedies of injunctive or other equitable relief, the indemnification obligations set forth in this Article VII shall be the sole and exclusive remedy of the Parties under this Agreement. (f) No Party shall be liable to any other Party for any special, indirect, incidental, exemplary or consequential damages (including, but not limited to, lost profits, lost opportunity or similar measures) arising from any claim related to this Agreement or the Ancillary Agreements, nor for any calculation of damages based upon a multiple of out-of-pocket loss whether in connection with a given pricing methodology or otherwise. (g) In the event the Indemnified Party receives payment by an insurer for any amounts which the Indemnified Party would otherwise be entitled to seek indemnification from the Indemnifying Party pursuant hereto, the Indemnified Party will not seek such indemnification from the Indemnifying Party for such amounts. In the event that the Indemnified Party receives payment by an insurer for any amounts which the Indemnified Party has already been paid by the Indemnifying Party, the Indemnified Party must promptly return such amount to the Indemnifying Party. (h) Notwithstanding anything to the contrary contained in this Agreement, any indemnification obligations of the Majority Shareholders to the Purchaser (or any Indemnified Person claiming by or through the Purchaser) shall be satisfied in the following order: first, from the funds subject to the Escrow Agreement (pursuant to the terms of the Escrow Agreement) and second, directly against the Majority Shareholders. The Parties hereto agree that neither the Purchaser nor the Sub shall have any rights to set-off any Liability Claim it may have against the Shareholders against any amount otherwise due to such Shareholders, including with respect to the Earnout Payment; provided, however, the Parties agree that any the Purchaser may, depending upon the terms of the Escrow Agreement, have the right to deposit a portion of the Earnout Payment reasonably related to the Liability Claim pending on any Buyer (but no other payment amount) with the Escrow Agent upon reaching the Expiration Date for which if or to the extent a Claims Notice has been given Liability Claim remains unresolved between the Parties. (i) Notwithstanding any provision to the contrary in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer this Agreement, no Shareholder shall not have any obligationliability to Purchaser, the Sub or any Indemnified Party hereunder to the extent that the existence of such liability, breach, or falsity of the representation upon such liability would be based, is disclosed with reasonable particularity in the Schedules of the Company and the Seller Shareholders or is otherwise disclosed in a written notice to Purchaser prior to Closing, except for disclosures with respect to the matters covered by Section 7.1(a)(ii), (a)(iii) or (a)(iv). Further, neither the Purchaser nor the Sub (nor any other Indemnified Person by or through them) shall have any right to indemnification or recovery hereunder to the extent such indemnification or demand for recovery arises out of a breach of representation or warranty actually known to the Purchaser at the time such representation is made. (j) The foregoing indemnification is given solely for the purpose of protecting the Parties to this Agreement and the Indemnified Parties and shall not be entitled deemed to indemnification pursuant extend to, or interpreted in a manner to this Section 7.3(b) after Buyer has made payments to confer any benefit, right or on behalf cause of the Seller in respect of such indemnification obligations thataction upon, in the aggregate, are equal to the Purchase Priceany other Person. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of each of the Seller parties contained in this Agreement, and the covenants and agreements of each of the parties contained in this Agreement that are required by their respective terms to be performed or complied with at or prior to Closing, will survive for a period ending on the Closing and continue in full force and effect until earliest of: (x) the two year 14-month anniversary of the Closing Date Date; (y) 60 days following delivery by the Buyer’s accounting firm of the audited financial statements of the Buyer for calendar year December 31, 2011; and (z) an Initial Public Offering (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of the representations and warranties set forth in Sections 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Validity and Enforceability), 5.4 (Capitalization), 5.11(j) (Distributions), 5.25 (Brokers), 5A.1 (Existence and Good Standing), 5A.2 (Validity and Enforceability), 5A.3 (Title), 5A.7 (Brokers), 5A.8 (Activities of the Company), 6.1 (Existence and Good Standing), 6.2 (Power), 6.3 (Validity and Enforceability), 6.4 (Capitalization), 6.11(j) (Distributions), 6.25 (Brokers) and 6.28 (No Claims) (collectively, the “Excluded Representations”) shall be the three (3) year anniversary of the Closing Date; and (ii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 11.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not agreements of each of the parties contained in this Agreement that by their terms are required to be entitled to indemnification pursuant to this Section 7.3(a) performed after the Seller has made payments to or on behalf of Buyer Closing Date will survive after the Closing Date in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their respective terms. (b) The Notwithstanding anything to the contrary contained herein: (i) no Indemnifying Party will have any liability to any one or more of the Indemnified Parties pursuant to Section 11.1(a), 11.1(b), or 11.1(c), as applicable (other than (x) as a result of any breach of any of the Excluded Representations (except the representations and warranties contained in Section 5.11(j) (Distributions) and 6.11(j) (Distributions), for which clause (iii) below will apply) or any breach of the Buyer covenants or agreements contained in Section 7.1(a) or (b) or this Agreement Article 11, (y) in respect of Transfer Taxes (in each of clauses (x) and (y), for which neither the Basket Amount limitation nor the Tax Basket Amount limitation will survive apply) and (z) as a result of any breach of the Closing Tax Representations (for which the Tax Basket Amount limitation, and continue in full force and effect not the Basket Amount limitation, will apply)), until the two year anniversary aggregate amount payable by such Indemnifying Party to the Indemnified Parties in respect of all such Losses sustained by such Indemnified Parties exceeds $2,000,000 in the Closing Date aggregate (the “Buyer Expiration DateBasket Amount”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for in which a Claims Notice has been given case such Indemnifying Party will be liable in accordance with Section 7.1(b)(ii11.1 for all such Losses to the extent exceeding the Basket Amount; (ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not no Indemnifying Party will have any obligation, and liability to any one or more of the Seller shall not be entitled to indemnification Indemnified Parties pursuant to this Section 7.3(b11.1(a) after Buyer has made payments to or on behalf 11.1(c), as applicable, as a result of any breach of the Seller representations or warranties relating to income Taxes with respect to a Pre-Closing Tax Period set forth in Section 5.23 (Taxes) or 6.23 (Taxes), as applicable (such representations and warranties collectively, the “Tax Representations”), until the aggregate amount payable by such Indemnifying Party to the Indemnified Parties in respect of all such indemnification obligations thatLosses sustained by such Indemnified Parties exceeds $500,000 in the aggregate (the “Tax Basket Amount”), in which case such Indemnifying Party will be liable in accordance with Section 11.1 for all such Losses to the extent exceeding the Tax Basket Amount; and (iii) no Indemnifying Party will have any liability to any one or more of the Indemnified Parties pursuant to Section 11.1(a) or 11.1(c), as applicable, as a result of any breach of the representations or warranties contained in Section 5.11(j) (Distributions) or 6.11(j) (Distributions), as applicable, until the aggregate amount payable by such Indemnifying Party to the Indemnified Parties in respect of all such Losses sustained by such Indemnified Parties exceeds $150,000 in the aggregate, are equal to the Purchase Price. (c) The Notwithstanding anything to the contrary contained herein: (i) the Seller Parties, on the one hand, and the Buyer, on the other hand, will not have any liability to any one or more of the Buyer Indemnitees or Seller Indemnitees, as the case may be, pursuant to Section 11.1(a), 11.1(b), or 11.1(c), as applicable (other than as a result of any breach of any of (x) the Excluded Representations, (y) the covenants or agreements contained in Section 7.1(a) or (b) or this Article 11 or (z) the Tax Representations, for which, in the case of each of clauses (x), (y) and (z), the following limitation in this clause (i) will not apply), in excess of $5,000,000 in the aggregate (provided that with respect to liability pursuant to Section 11.1(a), no Seller Party shall be liable for more than its Pro Rata Share thereof); (ii) the Seller Parties, on the one hand, and the Buyer, on the other hand, will not have any liability to any one or more of the Buyer Indemnitees or Seller Indemnitees, as the case may be, pursuant to Section 11.1(a) or 11.1(c), as applicable, as a result of any breach of the Tax Representations in excess of $10,000,000 in the aggregate (provided that with respect to liability pursuant to Section 11.1(a), no Seller Party shall be liable for more than its Pro Rata Share thereof); and (iii) the aggregate liability of (A) each Seller Party under this Agreement and the transactions contemplated hereby shall not exceed the value of the Buyer Stock received by such Seller Party at the Closing (with each share of Buyer Stock having a deemed value as set forth in Section 11.1(d)) and (B) the Buyer (together with its joint and several indemnitors pursuant to the last sentence Section 11.1(c)) under this Agreement and the transactions contemplated hereby shall each survive not exceed the aggregate value of the Buyer Stock received by the Seller Parties at the Closing (with each share of Buyer Stock having a deemed value as set forth in Section 11.1(d)). (d) Notwithstanding anything to the contrary contained herein, any indemnification obligations of an Indemnifying Party in respect of a Liability Claim pursuant to this Article 11 may be satisfied in whole or in part, at such Indemnifying Party’s option, through either (i) cash payment to the Indemnified Party or (ii) delivery of the requisite number of shares of Buyer Stock by the Indemnifying Party either (A) to the Buyer (in the event that an indemnification obligation is owed by a Seller Party/Seller Parties) or (B) to the applicable Seller Party/Seller Parties (in the event that an indemnification obligation is owed by the Buyer). For purposes of determining the “requisite number of shares of Buyer Stock” required to satisfy any such indemnification obligations, each share of Buyer Stock shall have a deemed value of (x) $250 minus (y) the amount of the Dividend paid with respect to one share of Buyer Stock pursuant to Section 7.9, and continue such deemed value shall not change after the date hereof. Any cash payments made to a Seller Indemnitee pursuant to this Section 11.3(d) shall be effected by wire transfer of immediately available funds to an account designated in full force writing by the Seller Representative, and effect until fully performedthe Seller Representative solely shall be responsible for the allocation, if any, of such payment among the Seller Indemnitees. (e) Notwithstanding anything to the contrary contained herein, the amount of any Losses payable under this Article 11 by the Indemnifying Party shall be reduced by (i) any and all amounts actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any expenses and any premium increases actually incurred by the Indemnified Party as a result of pursuing such claim) and (ii) any Tax benefit actually realized by an Indemnified Party whereby such Indemnified Party actually realizes a net reduction in its Tax liability as a result of the payment of any Losses in the taxable year in which the indemnification payment is made or any prior taxable year, net of any increase in Tax liability as a result of the indemnification payment. If the Indemnified Party actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses or actually realizes a Tax benefit in respect of a Loss subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any expense incurred by such Indemnified Party in collecting such amount.

Survivability; Limitations. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement will survive for a period ending on the Closing and continue in full force and effect until the two year eighteen month anniversary of the Closing Date (the “Seller Expiration Date”"EXPIRATION DATE"); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in SECTION 6.1 (Organization, Existence and Good Standing), SECTION 6.2 (Capitalization), SECTION 6.3 (Power and Authority to Conduct the E&PA Business), SECTION 6.4 (Authority; Due Execution and Delivery; Validity and Enforceability), the first sentence of SECTION 6.9 (Title; Assets), SECTION 6.20 (Brokers), SECTION 7.2 (Power), SECTION 7.3 (Validity and Enforceability), and SECTION 7.7 (Brokers) (collectively referred to as the "EXCLUDED REPRESENTATIONS") will be indefinite, (ii) with respect to the representations and warranties set forth in SECTION 6.8 (Taxes) and SECTION 6.19 (Employee Benefits), the period for making claims will be until the 15th day after the expiration of the applicable statute of limitations, (iii) with respect to the representations and warranties set forth in SECTION 6.18 (Environmental Matters), the period for making claims will be three years and (iv) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on SECTION 12.2 or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligationExcept as otherwise limited by this Agreement, all of the covenants and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after agreements of the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties of the Buyer contained in this Agreement will survive after the Closing and continue in full force and effect until the two year anniversary date of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given this Agreement in accordance with Section 7.1(b)(iitheir terms. (b) on or before such Buyer Expiration Date may continue Notwithstanding anything to be asserted and indemnified against until finally resolved. Buyer shall the contrary contained in this Agreement, the Seller does not have any obligationliability under SECTION 12.1(a)(i)(A) (other than liability for breaches of the Excluded Representations): (i) until the aggregate amount of all such Losses sustained by the Buyer exceeds $1,000,000 (the "DEDUCTIBLE"), and in which case the Seller shall will be liable for all Losses in excess of $1,000,000; or (ii) in excess of an aggregate of $30,000,000 in excess of the Deductible. With respect to any indemnification under SECTION 12.1(a)(i)(A), no event, claim or item of loss will constitute a "LOSS" and indemnification will not be entitled available with respect to indemnification pursuant to this Section 7.3(bsuch event, claim or item of loss (nor will any such event, claim or item of loss be counted towards the Deductible) after Buyer has made payments to unless such event, claim or on behalf item of the Seller in respect of loss, or such indemnification obligations thatevent, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.claim or item of

Survivability; Limitations. (a) The representations and warranties of the Seller Acquired Companies and the Shareholders contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending 18 months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the expiration date for any Liability Claim relating to a breach of the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Validity; Execution and Delivery; Enforceability), Section 4.5 (Capital Structure), Section 4.8 (Taxes), Section 4.9 (Ownership of Assets and Leases), Section 4.17 (Employee Matters), Section 4.24 (Brokers; Expenses), and Article VIII (Tax Matters) of this Agreement will be 30 days following the expiration of the applicable statute of limitations (such representations and warranties and Article VIII, the “Fundamental Representations”); (ii) the expiration period for any Liability Claim relating to a breach or violation of Section 4.20 (Environmental Matters) of this Agreement will be a period of four years after the Closing Date; and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.3 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Except as provided in Section 10.4(c) and warranties Section 10.4(d): (i) the Shareholders will not have any liability for Losses arising under Section 10.1(a) of this Agreement unless and until the aggregate of all such Losses for which indemnification is sought under Section 10.1(a) of this Agreement (other than Excluded Claims or Environmental Claims), together with any Losses for which indemnification is sought under Section 10.1(a) of the Buyer contained in this Acquisition Agreement will survive (other than Excluded Claims and Environmental Claims under the Closing and continue in full force and effect until the two year anniversary of the Closing Date Acquisition Agreement), exceeds $1,500,000.00 (the “Buyer Expiration DateThreshold Amount”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for after which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue Parent and Merger Sub will be entitled to be asserted fully indemnified for all Losses under Section 10.1(a) of this Agreement exceeding the Threshold Amount, subject to the Cap (as defined below) and indemnified against until finally resolved. Buyer shall (ii) the Shareholders will not have any obligation, and the Seller shall not be entitled to indemnification pursuant to liability for any Losses under Section 10.1(a) of this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal Agreement to the Purchase Priceextent that Losses for which indemnification is sought under this Agreement, plus the total amount of Losses for which indemnification is sought against the Equityholders under the Acquisition Agreement, exceed $17,500,000.00 (the “Cap”). (c) Losses arising pursuant to any matter constituting fraud under applicable Law by the Acquired Companies or Shareholders or arising pursuant to a breach or violation of a Fundamental Representation (collectively, “Excluded Claims”) or Section 4.20 (Environmental Matters) and Section 4.20 (Environmental Matters) of the Acquisition Agreement (collectively, “Environmental Claims”) will not be subject to the Threshold Amount or the Cap. (d) The covenants set forth Shareholders will not have any liability for Losses for Environmental Claims arising under Section 10.1(a) of this Agreement and Section 10.1(a) of the Acquisition Agreement (collectively, the “Environmental Losses”) unless and until the aggregate of all Environmental Losses for which indemnification is sought under Section 10.1(a) of this Agreement and Section 10.1(a) of the Acquisition Agreement exceeds $750,000.00 (the “Environmental Threshold Amount”), after which Parent and Purchaser will be entitled to be fully indemnified for all Environmental Losses under Section 10.1(a) of this Agreement and Section 10.1(a) of the Acquisition Agreement exceeding the Environmental Threshold Amount, subject to the Environmental Cap (as defined below) and (ii) the Equityholders will not have any liability for any Environmental Losses under Section 10.1(a) of this Agreement and Section 10.1(a) of the Acquisition Agreement to the extent that Environmental Losses for which indemnification is sought under this Agreement and the Acquisition Agreement exceed $25,000,000.00 (the “Environmental Cap”). Notwithstanding the foregoing, the Environmental Cap will be reduced to $7,500,000.00 on the day immediately following the termination of the Escrow Agreement. (e) Notwithstanding anything to the contrary contained in this Article X, except with respect to Excluded Claims and Environmental Losses, the Parent Indemnified Parties’ sole and exclusive source of indemnification shall be by making a claim pursuant to the terms of the Escrow Agreement. In addition, Parent Indemnified Parties may not seek to collect payment directly from the Shareholders or the Representative for indemnification for any Losses (including without limitation Losses under Article VIII, Excluded Claims and Environmental Claims), unless and only to the extent that all of the proceeds of the Escrow Account have been released or are the subject of a previous claim by Parent or Purchaser pursuant to the Acquisition Agreement or by Parent or Merger Sub pursuant to this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, Purchaser Indemnified Parties may not seek to collect payment directly from the Shareholders or the Representative for indemnification for any Environmental Losses to the extent that (a) the aggregate amount of indemnification for any Environmental Losses that the Parent Indemnified Parties have sought to collect directly from the Shareholders or the Representative under this Agreement, plus (b) the aggregate amount of indemnification for any Environmental Losses that the Purchaser Indemnified Parties have sought to collect directly from the Equityholders or the Representative pursuant to the Acquisition Agreement, exceeds $7,500,000.00. Nothing in this Section 10.4(f) shall each survive limit the Parent Indemnified Parties’ rights to make a claim pursuant to terms of the Escrow Agreement. (g) The Shareholders will not have any liability for Environmental Losses resulting from the first discovery of Hazardous Materials through the conduct of environmental assessments, including Phase I Environmental Site Assessments, Phase II Environmental Site Assessments or any environmental testing or sampling (including, without limitation, soil, sediment, soil vapor, groundwater or indoor air sampling) (collectively “Environmental Tests”) after the Closing Date at, on or under the Real Property, unless such Environmental Tests were undertaken: (i) in order to determine the scope or extent of Losses related to an Environmental Loss the first discovery of which was not made through Environmental Tests other than those described in clauses (ii) through (vii) of this Section 10.4(g); (ii) in response to an inquiry, request, claim or demand by a Governmental Authority; (iii) during the renovation or reconstruction or expansion of any structures or buildings on any of the Real Property, to the extent such Environmental Test is required by applicable Law; (iv) as required by applicable Environmental Laws; (v) if required by a lender as a condition of financing or by an insurance carrier for purposes of obtaining or maintaining insurance (other than environmental insurance), (vi) which is necessary to defend a claim by a third party against the Purchaser or any Purchaser Indemnified Party or to prosecute a previously noticed claim for indemnification hereunder, (vii) to respond to, investigate, or otherwise remediate environmental conditions that present an endangerment to the health, safety or welfare of any person, the public or the environment. (h) The indemnification obligations of the parties hereto pursuant to this Article X will be limited to actual Losses and continue will not include incidental, consequential, indirect, punitive, special or exemplary Losses, except to the extent any such incidental, consequential, indirect, punitive, special or exemplary Losses are part of a claim made by a third party against an Indemnified Party. (i) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. (j) For the purposes of calculating Losses and determining the failure of any representations and warranties or covenant to be true and correct, any materiality qualifications in full force the representations, warranties, covenants and effect until fully performedagreements will be disregarded.

Survivability; Limitations. (a) The representations and warranties of the Parent and the Seller contained in this Agreement will or in any Ancillary Agreement shall survive the Closing and continue in full force and effect until the two year anniversary for a period of 18 months following the Closing Date (the “Seller "Expiration Date”)") following which date no Liability Claim may be brought thereon; provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach or violation of the representations and warranties set forth in SECTION 6.6 (Taxes) shall be the expiration of the applicable statute of limitations; and (ii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(iiSECTION 12.3(A) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The . (b) Notwithstanding anything to the contrary contained in this ARTICLE 12, neither the Parent nor the Seller shall not have any obligationliability under SECTION 12.2 in respect of (i) inaccuracies in or any breach of any representation or warranty contained in ARTICLE 6 or (ii) any Third Party Claims relating to the operation of the Business prior to the Closing Date made after the Closing Date, until the aggregate amount of all Losses sustained by the Purchaser exceeds $1,250,000 (the "Basket"), in which case the Parent and the Seller shall be jointly and severally liable only for any Losses exceeding the Basket, subject to the Cap set forth in SECTION 12.3(C) hereof; provided, however, that, this SECTION 12.4(B) shall not apply to, and Buyer the Parent and the Seller shall be jointly and severally liable (i) for any and all Losses of the Purchaser under SECTION 12.2(C) and SECTION 12.2(D); (ii) in respect of any inaccuracies in or breach of the representations and warranties contained in SECTIONS 6.7(D) and 6.7(G). (c) Notwithstanding anything to the contrary contained in this ARTICLE 12, the maximum amount of liability for which the Parent and the Seller shall be obligated to indemnify the Purchaser pursuant to SECTION 12.2 of this Agreement shall not exceed the sum of $70,000,000 in the aggregate (the "Cap") and no Liability Claim shall be made for any additional indemnification once the Cap has been reached; provided, however, that this SECTION 12.4(C) shall not apply to, and the Parent and the Seller shall be jointly and severally liable for, any and all Losses of the Purchaser under SECTION 12.2(C) and SECTION 12.2(D) and in respect of any inaccuracies in or breach of the representations and warranties contained in SECTIONS 6.7(D) and 6.7(G). (d) Any party seeking indemnification for any damages for which it is entitled to seek indemnification under this ARTICLE 12 shall use its commercially reasonable efforts to mitigate its damages in connection with such indemnity claim. (e) The Purchaser shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal under SECTION 12.2 to the Purchase Price. extent (bi) The representations and warranties of any Loss is covered by insurance proceeds received by the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); Purchaser provided, however, that this clause (i) shall not apply if it conflicts with Purchaser's obligation to cooperate with its insurers and, provided further, that this clause (i) does not constitute any Liability Claim pending on waiver of subrogation; (ii) the Purchaser receives indemnification payments from a third party for a Loss; or (iii) any Buyer Expiration Date for Loss arises out of the termination of any employee of the Purchaser after the Closing Date, except where such termination is due to actions, omissions or facts existing prior to Closing. The amount of any recovery by the Purchaser pursuant to SECTION 12.2 shall be net of the present value (computed at the time that any such indemnification recovery is made using a discount rate of six percent (6%) per annum) of any income Tax benefits inuring to the Purchaser as the result of the state of facts which entitle the Purchaser to such recovery under SECTION 12.2 and of any income tax burdens to which the Purchaser will be subject as a Claims Notice has been given result of such recovery (taking into account the timing differences in the realization of any such benefits), with such benefits calculated using the then-effective consolidated federal income tax rate of the Purchaser. The Purchaser hereby acknowledges and agrees that the payment of any indemnification amounts to the Purchaser pursuant to this ARTICLE 12 shall be deemed to be an equivalent reduction in the Purchase Price to be appropriately allocated among the Purchased Assets in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase PriceSECTION 4.3. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Sellers and the Purchaser contained in this Agreement or in any Ancillary Agreement will survive for a period of 24 months following the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that that: (i) the Expiration Date for any Liability Claim Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 5.6 (Compliance with Laws), 5.10 (Employee Benefit Plans) and 5.11 (Environmental) will be the longer of the 5-year anniversary of the Closing or the expiration of the applicable statute of limitations as extended; (ii) the Expiration Date for any Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.22 (Taxes) will be the expiration of the applicable statute of limitations as extended; (iii) there will be no Expiration Date for any Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.1 (Authority, Validity and Effect), 4.2 (Title to Shares), 4.3 (No Conflict), 4.4 (Consents), 4.6 (Brokers), 4.7 (Purchaser Shares Legend), 4.8 (Rule 144), 4.9 (Investment Representations), 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Capitalization of the Company), the first sentence of 5.4(a) (Title), 5.14(b)(i) (Intellectual Property), 5.17 (Undisclosed Liabilities), 5.21 (Indebtedness), 5.25 (Related Party Transactions) and 5.26 (Brokers); and (iv) any Claims pending on any Seller Expiration Date for which a Claims Notice notice has been given in accordance with Section 7.1(b)(ii) 10.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall . (b) Notwithstanding anything to the contrary contained in this Article X: (i) the Sellers will not have any obligationliability as a result of any breach of or inaccuracy in any of the representations and warranties contained in this Agreement (other than the Special Representations), until the aggregate amount of all such Losses sustained by the Purchaser Indemnified Parties exceeds $20,000, in which case the Sellers will be jointly and severally liable for all such Losses exceeding such amount; and (ii) the Purchaser will not have any liability as a result of any breach of or inaccuracy in any of the representations and warranties contained in this Agreement until the aggregate amount of all such Losses sustained by the Sellers exceeds $20,000, in which case the Purchaser will be liable for all such Losses exceeding such amount. (c) Notwithstanding anything to the contrary in this Agreement, (i) any indemnification obligations of the Sellers shall first be drawn from the Holdback Amount, and Buyer thereafter, the Sellers will be jointly and severally liable for all indemnification obligations pursuant to this Agreement; provided that, if (A) the Holdback Amount is insufficient to satisfy any Claim(s) or has otherwise been disbursed to the Sellers, and (B) either Note matures by its terms not later than thirty (30) days after the date that any Purchaser Indemnified Party first asserts a Claim, then the indemnification obligations of the Sellers with respect to such Claim(s) shall be satisfied by offset against such Note in accordance with Section 10.6 and, only if such offset results in a deficiency with respect to such Claim(s), will the Sellers be obligated to satisfy the balance of the indemnification obligation by making out-of-pocket payments; and (ii) with respect to Losses based solely upon any shortfall in the Company’s Adjusted EBITDA below $715,104 as of the Closing Date (except to the extent based on fraud), the Purchaser shall not be entitled to indemnification pursuant reduce the principal amount of the Notes with respect to this Section 7.3(a) after such Losses to the Seller extent the Purchaser has made payments to or on behalf already recovered from the Sellers any and all such Losses, including for any diminution in value of Buyer in respect of such indemnification obligations that, the Company as more specifically described in the aggregate, are equal to the Purchase Pricedefinition of “Losses” herein. (b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Sellers and the Buyer contained in this Agreement will survive for a period ending on the Closing and continue in full force and effect until the two year fifteen (15) month anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) for any Liability Claim relating to actual fraud or a breach of or inaccuracy in the representations and warranties set forth in Section 4.1 (Existence and Good Standing), Section 4.2 (Validity and Enforceability), Section 4.3 (Title to Membership Interests), Section 5.1 (Existence and Good Standing), Section 5.2 (Power), Section 5.3 (Capitalization of the Company; Subsidiaries), the second sentence of Section 5.8(b) (Leased Real Property), the first sentence of Section 5.9 (title to Personal Property), the first sentence of Section 5.10(b) (title to Intellectual Property), Section 5.27 (Brokers), Section 6.1 (Existence and Good Standing), Section 6.2 (Power), Section 6.3 (Validity and Enforceability) and Section 6.7 (Brokers) (collectively in this Section 8.3(a)(i), the “Excluded Representations”), the Expiration Date will be the date that is the five (5) year anniversary of the Closing Date; (ii) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.7 (Taxes), Section 5.18 (Employee Benefit Plans) and Section 5.19 (Environmental) will be the statute of limitations, as extended plus 30 days, and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given timely delivered in accordance with Section 7.1(b)(ii) 8.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after agreements of the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Sellers and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of after the Closing Date and the last Payment Date in accordance with their respective terms. (b) Notwithstanding anything to the “Buyer Expiration Date”); providedcontrary in this Agreement, however, that the Sellers do not have any individual right to assert any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationunder this Article 8, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or any and all Liability Claims on behalf of the Seller in respect of such indemnification obligations that, in Sellers may be brought only by the aggregate, are equal to the Purchase PriceSellers Representative. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Parties and the Purchaser contained in this Agreement will or in any Ancillary Agreement shall survive the Closing and continue in full force and effect until the two year anniversary for a period of three (3) years after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or an inaccuracy in the representations and warranties set forth in Section 4.11 (Compliance with Laws), Section 4.14 (Employee Benefit Plans), Section 4.15 (Environmental) and Section 4.26 (Taxes) shall be thirty (30) days after the expiration of the applicable statute of limitations (taking into account any extensions, suspension or tolling under applicable Law); (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 4.1 (Existence and Good Standing), Section 4.2 (Power), Section 4.3 (Validity and Enforceability), Section 4.4 (Capitalization of the Company), Section 4.7(a) (Title), Section 4.25 (Indebtedness) and Section 4.29 (Brokers) (the representations and warranties set forth in clauses (i) and (ii) of this Section 7.3(a) are, collectively, the “Excluded Representations”) and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii7.2(a) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after agreements of the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in Parties and the aggregate, are equal to the Purchase Price. (b) The representations and warranties of the Buyer Purchaser contained in this Agreement will shall survive the Closing and continue in full force and effect until the two year anniversary of after the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Pricetheir terms for an indefinite period. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller and the Purchaser contained in this Agreement will shall survive the Closing Closing, and continue except as set forth in full force and effect until the two year next sentence, shall terminate at the close of business on the 18-month anniversary of the Closing Date (the “Seller Expiration Date”"EXPIRATION DATE"), after which date the representations and warranties shall be extinguished in all respects; providedPROVIDED, howeverHOWEVER, that any Liability Claim pending on any Seller the Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) SECTION 12.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Notwithstanding the foregoing, the representations and warranties of the Seller: (i) set forth in SECTION 6.6(b) shall survive for four years after the Closing Date; and (ii) set forth in SECTION 6.16 and SECTION 6.19 shall survive until the date that is 30 days after the expiration of the applicable statute of limitations. (b) Notwithstanding anything to the contrary contained in this Agreement, neither the Seller nor the Purchaser shall have any liability under SECTION 12.1 for any Loss unless such Loss exceeds $10,000 (an "ELIGIBLE LOSS"); PROVIDED, HOWEVER, that this SECTION 12.3(b) shall not apply with respect to Assumed Liabilities or Retained Liabilities. (c) Notwithstanding anything to the contrary contained in this Agreement, the Seller shall not have any obligationliability under SECTION 12.1(a), (i) until the aggregate amount of all Eligible Losses sustained by the Purchaser exceeds $5,000,000, in which case the Seller shall be liable for all such Eligible Losses in excess of such amount, or (ii) in excess of an aggregate of $100,000,000. Except for claims based on fraud or for equitable relief from and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf Closing Date, the exclusive remedy of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties each of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, Purchaser and the Seller for any and all Losses shall not be entitled limited to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants as set forth in this Agreement ARTICLE 12. (d) Except with respect to third-party claims or actions, any recovery from the Indemnifying Party shall each survive be limited to actual direct Losses, and shall not include punitive damages, consequential damages, lost profits or rents, diminution in the Closing and continue in full force and effect until fully performedvalue of real property or business interruption losses incurred by the Indemnified Party.

Survivability; Limitations. (a) The representations and warranties of the Seller Shareholder and the Buyer contained in this Agreement or in any Ancillary Agreement will survive for a period ending eighteen (18) months after the Closing and continue in full force and effect until the two year anniversary date of the Closing Date this Agreement (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to fraud or a breach of or inaccuracy in the representations and warranties set forth in Section 4.13 (Employee Benefit Plans), Section 4.14 (Environmental), the first sentence of Section 4.19(e) (DCAA audits) and Section 4.24 (Taxes) will be the expiration of the applicable statute of limitations; (ii) there will be no Expiration Date for any Liability Claim: (A) for which common law fraud is established, or (B) relating to claims based on a breach of or inaccuracy in the representations and warranties set forth in Section 4.4 (Capitalization), and the first two sentences of Section 4.7(a) (Title to Shares) (the representations and warranties identified in clause (ii) above, the “Excluded Representations”); and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 7.2 on or before such Seller Expiration Date Date, or any potential Liability Claim described in specific detail in a Claims Notice which has been given in accordance with Section 7.2 on or before the Expiration Date, may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligationExcept as provided in (iii) above, and Buyer shall not no claim for indemnification may be entitled to indemnification pursuant to this made under Section 7.3(a) 7.1 after the Seller has made payments to or on behalf relevant Expiration Date. All of Buyer in respect the covenants and agreements of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Shareholder and warranties of the Buyer contained in this Agreement will survive after the Closing and continue in full force and effect date of this Agreement until the two year anniversary expiration of any applicable statute of limitations. (b) Notwithstanding anything to the Closing Date contrary contained in this Article VII, the Shareholder will not have any liability as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement (other than the “Excluded Representations), until the aggregate amount of all such Losses sustained by the Buyer Expiration Date”exceeds One Hundred Fifty Thousand Dollars ($150,000); , in which case the Shareholder will be liable for all such Losses from the first dollar of loss without regard to such amount provided, however, that any Liability Claim pending on any Buyer Expiration Date for Loss, which is less than Two Thousand Dollars ($2,000) (excluding fees) after aggregating such Loss with all Losses of a Claims Notice has been given in accordance with Section 7.1(b)(iisimilar nature (i.e., uncollectible receivables) on or before such Buyer Expiration Date may continue to shall be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be excluded from Losses entitled to indemnification. Losses with respect to Excluded Representations will be subject to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf from the first dollar of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceloss. (c) The covenants set forth maximum aggregate indemnification obligations of the Shareholder to the Buyer pursuant to Section 7.1 (excluding the Excluded Representations) made by the Shareholder in this Agreement shall each survive the Closing and continue in full force and effect until fully performedwill not exceed Five Million Dollars ($5,000,000).

Survivability; Limitations. (a) The representations and warranties of the Seller Company and the Sellers contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date and the obligations of Sellers to indemnify the Buyer Indemnified Parties hereunder shall expire on the date that is eighteen (18) months after the Closing Date except (i) the Fundamental Representations, the representations and warranties set forth in Section 3.8 (Taxes), and Sellers’ obligations to indemnify the Buyer Indemnified Parties under Section 12.1(c) (Pre-Closing Taxes) and Section 12.1(e) (Brokers), shall expire sixty (60) days after the expiration of the applicable statute of limitations, and (ii) a breach or violation of any representation and warranty of the Company or Sellers contained in this Agreement as a result of actual fraud or willful misconduct by the Company or the Sellers (“Seller Fraud Claims”) shall not expire (each, an “Expiration Date”); provided. Notwithstanding the foregoing, however, that any Liability Claim pending on any Seller applicable Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 12.3 on or before such Seller applicable Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All covenants and agreements contained herein which by their terms are to be performed subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not have any obligationsurvive the Closing and shall thereupon terminate, and Buyer shall not be entitled no Action for any breach thereof, or failure to indemnification pursuant perform any such covenant or agreement, or to this Section 7.3(a) after the Seller has made payments to recover damages or on behalf of Buyer losses in respect of such indemnification obligations thatthereof, in shall survive, or be available after, the aggregate, are equal to the Purchase PriceClosing. (b) The Sellers will not have any liability for an individual claim or group of related claims with respect to any Losses unless and until the amount of Losses that otherwise would be payable pursuant to Section 12.1(a) or Section 12.1(b) with respect to such claim or group of related claims exceeds $10,000 (the “Mini Basket”) and then the Sellers will be liable only for the excess over the Mini-Basket, it being understood that any such individual claims or group of related claims for amounts less than the Mini-Basket shall be ignored in determining whether the Threshold Amount (as defined below) has been exceeded. The Sellers will not have any liability for Losses arising under Section 12.1(a), Section 12.1(b) or Section 12.1(c) unless and until the aggregate of all such Losses for which indemnification is sought under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeds $1,375,000 (the “Threshold Amount”), after which Buyer will be entitled to be fully indemnified for all Losses under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeding the Threshold Amount. Losses arising pursuant to (i) Section 12.1(a) with respect to a breach or violation of the Fundamental Representations, (ii) Section 12.1(e) (Brokers), or (iii) any Fraud Claims (collectively, “Excluded Claims”) will not be subject to the Mini Basket or the Threshold Amount. (c) Notwithstanding anything to the contrary contained in this ARTICLE XII, the Sellers will not have any liability for any Losses to the extent that Losses for which indemnification is sought exceeds the amount remaining in the Indemnity Escrow Fund and the Buyer Indemnified Parties’ sole and exclusive source of indemnification shall be the Indemnity Escrow Fund, in each case except with respect to Losses arising pursuant to (i) the Excluded Claims for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to the Purchase Price and (ii) (A) a breach or violation of the representations and warranties of set forth in Section 3.8 (Taxes) or (B) Section 12.1(c) (Pre-Closing Taxes) (collectively, “Tax Losses”) for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to an amount equal to $22,000,000 minus the amount remaining under the R&W Insurance for all claims thereunder (e.g. the insurance limit minus claims paid to Buyer). (d) Notwithstanding anything to the contrary contained in this Agreement will survive ARTICLE XII, the Closing Buyer Indemnified Parties shall not be entitled to seek indemnification directly from any Seller, and continue no Seller shall have any Liability to any Buyer Indemnified Party: (i) unless and until (A) the Indemnity Escrow Fund has been depleted, and (B) such Buyer Indemnified Party has exhausted its, or its Affiliate’s, rights and remedies to recover under the R&W Insurance and for which Buyer shall have delivered to the Shareholders’ Representative copies of all notices submitted and received by or on behalf of such Buyer Indemnified Party regarding any such claim submitted under the R&W Insurance, including any final determinations regarding coverage for such claim, in full force and effect until each case to be delivered promptly upon submission or receipt of such notice, as the two year anniversary of the Closing Date (the “Buyer Expiration Date”)case may be; provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationbe required to make claims for matters which are exclusions under the R&W Insurance, and (C) with respect to Tax Losses, the Seller shall aggregate insurance limit under the R&W Insurance has been reached for all claims and the Buyer Indemnified Parties are not be entitled to recover any amounts under such R&W Insurance; (ii) in excess of such Seller’s Pro Rata Portion of the Losses subject to indemnification hereunder; or (iii) for the indemnification obligations of any other Seller pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price12.1(b). (ce) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. The Indemnified Party will use its commercially reasonable efforts to recover under any available insurance policies. (f) For the purposes of calculating Losses, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedagreements will be disregarded.

Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement or in any Ancillary Agreement will survive for a period ending on the Closing and continue in full force and effect until the two one year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 6.13 (Employee Benefit Plans), Section 6.14 (Environmental) and Section 6.20 (Taxes) will be the expiration of the applicable statute of limitations (as the same may be extended), (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in the second sentence of Section 6.6(b) (Real Property), the second sentence of Section 6.7 (Personal Property) and Section 6.17(b) (Intellectual Property); and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 11.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The All of the covenants and agreements of the Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to the Purchaser contained in this Section 7.3(a) Agreement will survive after the Seller has made payments to or on behalf of Buyer Closing Date in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their terms. (b) The representations and warranties of Seller will not have any liability pursuant to Section 11.1(a)(i) (other than for the Buyer contained in this Agreement Excluded Representations, for which the following limitation will survive the Closing and continue in full force and effect not apply) until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser exceeds $500,000, in which case the Seller will be liable for all such Losses solely to the extent that such Losses exceed such amount (the “Buyer Expiration DateDeductible”); provided. With respect to any indemnification under Section 11.1(a)(i) (other than the Excluded Representations, however, that any Liability Claim pending on any Buyer Expiration Date for which the following limitation will not apply), no event, claim or item of loss will constitute a Claims Notice has been given “Loss” and indemnification will not be available with respect to such event, claim or item of loss (nor will any such event, claim or item of loss be counted towards the Deductible) unless such event, claim or item of loss, or such event, claim or item of loss together with a series of similar events, claims or items of loss, results in accordance with Section 7.1(b)(ii) on a loss or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationdamages of $10,000 or more, and in which case the Seller shall not Purchaser will be entitled to indemnification pursuant for the full amount of Losses related to this Section 7.3(b) after Buyer has made payments to such event, claim or on behalf item of the Seller in respect loss or series of such indemnification obligations thatsimilar events, in the aggregate, are equal claims or items of loss subject to the Purchase PriceDeductible and the other limitations set forth herein (and such Losses will be counted towards the Deductible). (c) The Seller will have no liability pursuant to Section 11.1(a)(i) in excess of $9,000,000. In no event will the Seller have liability to indemnify under this Article 11 in excess of $65,000,000. (d) Any Losses owing from an Indemnifying Party to an Indemnified Party under this Agreement shall be reduced to the extent to which the Indemnifying Party or any Affiliate of it actually receives any proceeds of any insurance policy that are paid with respect to the matter or occurrence that gave rise to such Losses. Each party covenants and agrees that all insurance policies maintained by it shall contain waiver of subrogation provisions with respect to the other party to this Agreement. (e) The amount of the Losses for which the Seller shall be liable to indemnify any Indemnified Party shall be reduced to the extent to which the Indemnified Party and/or any Affiliate of it actually receive any proceeds or credits from any vendor or manufacturer of the product or services that gave rise to the matter or occurrence underlying the Liability Claim. Submission to manufacturers and vendors of any claim in connection with their product or services otherwise giving rise to indemnification under Section 11.1(a) shall be a condition precedent to any Indemnified Party’s seeking indemnification under this Agreement. (f) The Purchaser will be entitled to reimbursement from the Escrow Amount for any Losses that are indemnifiable by the Seller to any Indemnified Party pursuant to this Article 11, subject to the terms of the Escrow Agreement. Thereafter, subject to the limitations of this Agreement, the Purchaser or any other Indemnified Party may proceed directly against the Seller, subject to the limitations set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedAgreement.

Survivability; Limitations. (a) The representations and warranties of the Seller Company and the Sellers contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date and the obligations of Sellers to indemnify the Buyer Indemnified Parties hereunder shall expire on the date that is eighteen (18) months after the Closing Date except (i) the Fundamental Representations, the representations and warranties set forth in Section 3.8 (Taxes), and Sellers’ obligations to indemnify the Buyer Indemnified Parties under Section 12.1(c) (Pre-Closing Taxes) and Section 12.1(e) (Brokers), shall expire sixty (60) days after the expiration of the applicable statute of limitations, and (ii) a breach or violation of any representation and warranty of the Company or Sellers contained in this Agreement as a result of actual fraud or willful misconduct by the Company or the Sellers (“Seller Fraud Claims”) shall not expire (each, an “Expiration Date”); provided. Notwithstanding the foregoing, however, that any Liability Claim pending on any Seller applicable Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 12.3 on or before such Seller applicable Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All covenants and agreements contained herein which by their terms are to be performed subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not have any obligationsurvive the Closing and shall thereupon terminate, and Buyer shall not be entitled no Action for any breach thereof, or failure to indemnification pursuant perform any such covenant or agreement, or to this Section 7.3(a) after the Seller has made payments to recover damages or on behalf of Buyer losses in respect of such indemnification obligations thatthereof, in shall survive, or be available after, the aggregate, are equal to the Purchase PriceClosing. (b) The representations Sellers will not have any liability for an individual claim or group of related claims with respect to any Losses unless and warranties until the amount of Losses that otherwise would be payable pursuant to Section 12.1(a) or Section 12.1(b) with respect to such claim or group of related claims exceeds $10,000 (the “Mini Basket”) and then the Sellers will be liable only for the excess over the Mini-Basket, it being understood that any such individual claims or group of related claims for amounts less than the Mini-Basket shall be ignored in determining whether the Threshold Amount (as defined below) has been exceeded. The Sellers will not have any liability for Losses arising under Section 12.1(a), Section 12.1(b) or Section 12.1(c) unless and until the aggregate of all such Losses for which indemnification is sought under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeds $1,375,000 (the “Threshold Amount”), after which Buyer will be entitled to be fully indemnified for all Losses under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeding the Threshold Amount. Losses arising pursuant to (i) Section 12.1(a) with respect to a breach or violation of the Buyer Fundamental Representations, (ii) Section 12.1(e) (Brokers), or (iii) any Fraud Claims (collectively, “Excluded Claims”) will not be subject to the Mini Basket or the Threshold Amount. (c) Notwithstanding anything to the contrary contained in this Agreement ARTICLE XII, the Sellers will survive not have any liability for any Losses to the Closing extent that Losses for which indemnification is sought exceeds the amount remaining in the Indemnity Escrow Fund and continue the Buyer Indemnified Parties’ sole and exclusive source of indemnification shall be the Indemnity Escrow Fund, in full force each case except with respect to Losses arising pursuant to (i) the Excluded Claims for which Sellers’ aggregate liability and effect obligation to indemnify the Buyer Indemnified Parties shall be limited to the Purchase Price and (ii) ***** for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to an amount equal to $***** minus the amount remaining under the R&W Insurance for all claims thereunder (e.g. the insurance limit minus claims paid to Buyer). (d) Notwithstanding anything to the contrary contained in this ARTICLE XII, the Buyer Indemnified Parties shall not be entitled to seek indemnification directly from any Seller, and no Seller shall have any Liability to any Buyer Indemnified Party: (i) unless and until (A) the two year anniversary Indemnity Escrow Fund has been depleted, and (B) such Buyer Indemnified Party has exhausted its, or its Affiliate’s, rights and remedies to recover under the R&W Insurance and for which Buyer shall have delivered to the Shareholders’ Representative copies of all notices submitted and received by or on behalf of such Buyer Indemnified Party regarding any such claim submitted under the Closing Date (R&W Insurance, including any final determinations regarding coverage for such claim, in each case to be delivered promptly upon submission or receipt of such notice, as the “Buyer Expiration Date”)case may be; provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationbe required to make claims for matters which are exclusions under the R&W Insurance, and (C) with respect to *****, the Seller shall aggregate insurance limit under the R&W Insurance has been reached for all claims and the Buyer Indemnified Parties are not be entitled to recover any amounts under such R&W Insurance; (ii) in excess of such Seller’s Pro Rata Portion of the Losses subject to indemnification hereunder; or (iii) for the indemnification obligations of any other Seller pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price12.1(b). (ce) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. The Indemnified Party will use its commercially reasonable efforts to recover under any available insurance policies. (f) For the purposes of calculating Losses, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedagreements will be disregarded.

Survivability; Limitations. (a) The representations and warranties of the Seller and the Purchaser contained in this Agreement or in any Ancillary Agreement will survive for a period of 24 months following the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that that: (i) the Expiration Date for any Liability Claim Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 5.6 (Compliance with Laws), 5.10 (Employee Benefit Plans) and 5.11 (Environmental) will be the longer of the 5-year anniversary of the Closing or the expiration of the applicable statute of limitations as extended; (ii) there will be no Expiration Date for any Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.1 (Authority, Validity and Effect), 4.2 (Title to Shares), 4.3 (No Conflict), 4.4 (Consents), 4.6 (Brokers), 4.9 (Investment Representations), 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Capitalization of the Company), 5.14(b)(i) (Intellectual Property), 5.17 (Undisclosed Liabilities), 5.21 (Indebtedness), 5.25 (Related Party Transactions) and 5.26 (Brokers); and (iii) any Claims pending on any Seller Expiration Date for which a Claims Notice notice has been given in accordance with Section 7.1(b)(ii) 10.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The Notwithstanding anything to the contrary contained in this Article X: (i) the Seller will not have any liability as a result of any breach of or inaccuracy in any of the representations and warranties of the Buyer contained in this Agreement will survive (other than the Closing and continue in full force and effect Special Representations), until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser Indemnified Parties exceeds $15,000, in which case the Seller will be liable for all such Losses exceeding such amount; and (ii) the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall Purchaser will not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to liability as a result of any breach of or on behalf inaccuracy in any of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth representations and warranties contained in this Agreement shall each survive until the Closing and continue aggregate amount of all such Losses sustained by the Seller Indemnified Parties exceeds $15,000, in full force and effect until fully performedwhich case the Purchaser will be liable for all such Losses exceeding such amount.

Survivability; Limitations. (a) The representations and warranties of the Seller Xxxxxx Parties contained in this Agreement or in any Transaction Document will survive for a period ending on the Closing and continue in full force and effect until the two year second anniversary of the Closing Date Effective Time (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 4.1 (Existence and Good Standing), Section 4.2 (Power), Section 4.3 (Enforceability), Section 4.4 (Title to Xxxxxx Contributed Interest), Section 4.5 (Xxxxxx Contributed Assets), Section 4.14 (No Conflict), Section 4.24 (Employee Benefit Plans) and Section 4.25 (Broker’s or Finder’s Fees) (collectively, the “Xxxxxx Excluded Representations”) will be the expiration of the applicable statute of limitations as the same may be extended plus 30 days, and (ii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.5 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not be entitled to indemnification pursuant to agreements of the Xxxxxx Parties contained in this Section 7.3(a) Agreement will survive after the Seller has made payments to or on behalf of Buyer Effective Time in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their terms. (b) The representations and warranties of the Buyer EControls Parties contained in this Agreement or in any Transaction Document will survive for a period ending on the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.1 (Existence and Good Standing), Section 5.2 (Power), Section 5.3 (Enforceability), Section 5.4 (Title to EControls Contributed Interest), Section 5.5 (EControls Contributed Assets), Section 5.14 (No Conflict), Section 5.24 (Employee Benefit Plans) and Section 5.25 (Broker’s or Finder’s Fees) (collectively, the “EControls Excluded Representations”) will be the expiration of the applicable statute of limitations as the same may be extended plus 30 days, and (ii) any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.5 on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf All of the Seller covenants and agreements of the EControls Parties contained in respect of such indemnification obligations that, this Agreement will survive after the Effective Time in the aggregate, are equal to the Purchase Priceaccordance with their terms. (c) The covenants representations and warranties of the Company contained in this Agreement or in any Transaction Document will survive for a period ending on the Expiration Date; provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 6.1 (Existence and Good Standing), Section 6.2 (Power), Section 6.3 (Capitalization), Section 6.4 (Enforceability), Section 6.5 (No Conflict), Section 6.6 (Consents) and Section 6.7 (Brokers) (collectively, the “Company Excluded Representations” and, together with the Xxxxxx Excluded Representations and the EControls Excluded Representations, the “Excluded Representations”) will be the expiration of the applicable statute of limitations as the same may be extended plus 30 days, and (ii) any Liability Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.5 on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. All of the covenants and agreements of the Company contained in this Agreement will survive after the Effective Time in accordance with their terms. (d) Notwithstanding anything to the contrary contained in this Agreement, neither Xxxxxx-Inc. nor EControls-Inc. will have any liability pursuant to Section 10.2, Section 10.3 or Section 10.4, as applicable (other than with respect to such party’s Excluded Representations, for which the following limitations will not apply): with respect to Xxxxxx- Inc., until the aggregate amount of all such Losses sustained by the Company Indemnified Persons and the EControls Indemnified Persons exceeds $1,000,000 and, with respect to EControls-Inc., until the aggregate amount of all such Losses sustained by the Company Indemnified Persons exceeds $500,000 (each such threshold being referred to herein as the “Deductible Amount”), in which case the applicable Indemnifying Party shall each survive be obligated to indemnify such Indemnified Party only for the Closing and continue in full force and effect until fully performedamount by which such Losses incurred by the Indemnified Party exceed the Deductible Amount.

Survivability; Limitations. (a) The representations and warranties of the Buyer and Seller Group contained in this Agreement and the Transaction Agreements will survive for a period ending on the Closing and continue in full force and effect until the two year eighteen-month anniversary of the Closing Date date of this Agreement (the “Seller Expiration Date”); provided, however, that that: (i) the Expiration Date for any Liability Claim relating to a misrepresentation of or inaccuracy in any of the representations and warranties set forth in Section 4.5 or Section 4.6 will be 60 days after the expiration of the applicable statute of limitations, as extended; (ii) the Expiration Date for any Liability Claim relating to a misrepresentation of or inaccuracy in any of the representations and warranties set forth in Section 4.7 shall be the 42-month anniversary of the date of this Agreement; (iii) there will be no Expiration Date for any Liability Claim relating to a misrepresentation of or inaccuracy in any of the representations and warranties set forth in (A) Section 4.1, Section 4.2, Section 4.8(g) or Section 4.21 (collectively the “Excluded Representations”) or (B) Section 5.1, Section 5.2 or Section 5.5; and (iv) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 7.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf agreements of Buyer and of each member of Seller Group contained in respect of such indemnification obligations that, this Agreement and the Transaction Agreements will survive in the aggregate, are equal to the Purchase Priceaccordance with their respective terms. (b) The representations and warranties Notwithstanding anything to the contrary contained in this Article 7, no member of the Buyer Seller Group shall have any liability as a result of any misrepresentation of or inaccuracy in any representation or warranty contained in this Agreement will survive (other than Section 4.5, Section 4.6, Section 4.7 and the Closing and continue in full force and effect Excluded Representations), until the two year anniversary aggregate amount of all such Losses suffered, incurred or sustained by the Closing Date Person to be indemnified under Section 7.1(a) exceeds $400,000 (the “Buyer Expiration DateDeductible”), in which case the members of Seller Group shall be jointly and severally liable for all such Losses in excess of the Deductible. (c) Notwithstanding anything to the contrary contained in this Article 7, no member of Seller Group shall have any liability as a result of any misrepresentation of or inaccuracy in any representation or warranty contained in this Agreement (other than Section 4.5, Section 4.6, Section 4.7 and the Excluded Representations) in excess of $12,000,000 (the “Cap”). (d) Notwithstanding any other provisions of this Section 7.3, neither the Cap nor the Deductible shall apply (i) in the event any member of Seller Group is found to have committed fraud or intentional misrepresentation or (ii) to any indemnification claim made by Buyer based on any misrepresentation of or inaccuracy in any representation or warranty contained in Section 4.5, Section 4.6, Section 4.7 or any of the Excluded Representations. (e) Any indemnification of an Indemnified Party pursuant to this Article 7 shall be effected by wire transfer or transfers of immediately available funds from the Indemnifying Party to an account or accounts designated by the Indemnified Party within 15 days after the final determination thereof; provided, however, that any Liability Claim pending on any that, if Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. is the Indemnified Party, Buyer shall not have first recover any obligationindemnification payment or other amounts (or any portion thereof) then due and unpaid from any member of Seller Group on a joint and several basis, from the then-existing Escrow Amount, and the second, by retaining and setting off such amounts (or any portion thereof) against any amounts due or to become due from Buyer to any member of Seller shall not be entitled to indemnification pursuant to Group under this Section 7.3(b) after Buyer has made payments to Agreement or on behalf any of the Transaction Agreements, including any Earnout Payment or post-earnout payment otherwise due to Seller in respect under Section 2.6 or Section 2.7, as applicable, and third, as Buyer may elect at its option (including on a joint and several basis from any member of such indemnification obligations that, in the aggregate, are equal to the Purchase PriceSeller Group). (cf) The covenants set forth For all purposes of (i) determining whether there has been any misrepresentation of or inaccuracy in the representations and warranties contained in this Agreement and (ii) calculating Losses hereunder, any “material,” “materiality,” “material adverse effect” or similar qualification in such representations and warranties shall each survive the Closing and continue in full force and effect until fully performedbe disregarded.

Survivability; Limitations. (a) The representations and warranties of the Seller Acquired Entities and the Equityholders contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending 18 months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the expiration date for any Liability Claim relating to a breach of the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Validity; Execution and Delivery; Enforceability), Section 4.5 (Capital Structure), Section 4.8 (Taxes), Section 4.9 (Ownership of Assets and Leases), Section 4.17 (Employee Matters), Section 4.24 (Brokers; Expenses), and Article VIII (Tax Matters) of this Agreement will be 30 days following the expiration of the applicable statute of limitations (such representations and warranties and Article VIII, the “Fundamental Representations”); (ii) the expiration period for any Liability Claim relating to a breach or violation of Section 4.20 (Environmental Matters) of this Agreement will be a period of four years after the Closing Date; and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.3 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Except as provided in Section 10.4(c) and warranties Section 10.4(d): (i) the Equityholders will not have any liability for Losses arising under Section 10.1(a) of this Agreement unless and until the aggregate of all such Losses for which indemnification is sought under Section 10.1(a) of this Agreement (other than Excluded Claims or Environmental Claims), together with any Losses for which indemnification is sought under Section 10.1(a) of the Buyer contained in this Merger Agreement will survive (other than Excluded Claims and Environmental Claims under the Closing and continue in full force and effect until the two year anniversary of the Closing Date Merger Agreement), exceeds $1,500,000.00 (the “Buyer Expiration DateThreshold Amount”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for after which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue Parent and Purchaser will be entitled to be asserted fully indemnified for all Losses under Section 10.1(a) of this Agreement exceeding the Threshold Amount, subject to the Cap (as defined below) and indemnified against until finally resolved. Buyer shall (ii) the Equityholders will not have any obligation, and the Seller shall not be entitled to indemnification pursuant to liability for any Losses under Section 10.1(a) of this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal Agreement to the Purchase Priceextent that Losses for which indemnification is sought under this Agreement, plus the total amount of Losses for which indemnification is sought against the Shareholders under the Merger Agreement, exceed $17,500,000.00 (the “Cap”). (c) Losses arising pursuant to any matter constituting fraud under applicable Law by the Acquired Entities, Subsidiaries, or Equityholders or arising pursuant to a breach or violation of a Fundamental Representation (collectively, “Excluded Claims”) or Section 4.20 (Environmental Matters) and Section 4.20 (Environmental Matters) of the Merger Agreement (collectively, “Environmental Claims”) will not be subject to the Threshold Amount or the Cap. (d) The covenants set forth Equityholders will not have any liability for Losses for Environmental Claims arising under Section 10.1(a) of this Agreement and Section 10.1(a) of the Merger Agreement (collectively, the “Environmental Losses”) unless and until the aggregate of all Environmental Losses for which indemnification is sought under Section 10.1(a) of this Agreement and Section 10.1(a) of the Merger Agreement exceeds $750,000.00 (the “Environmental Threshold Amount”), after which Parent and Purchaser will be entitled to be fully indemnified for all Environmental Losses under Section 10.1(a) of this Agreement and Section 10.1(a) of the Merger Agreement exceeding the Environmental Threshold Amount, subject to the Environmental Cap (as defined below) and (ii) the Equityholders will not have any liability for any Environmental Losses under Section 10.1(a) of this Agreement and Section 10.1(a) of the Merger Agreement to the extent that Environmental Losses for which indemnification is sought under this Agreement and the Merger Agreement exceed $25,000,000.00 (the “Environmental Cap”). Notwithstanding the foregoing, the Environmental Cap will be reduced to $7,500,000.00 on the day immediately following the termination of the Escrow Agreement. (e) Notwithstanding anything to the contrary contained in this Article X, except with respect to Excluded Claims and Environmental Losses, the Purchaser Indemnified Parties’ sole and exclusive source of indemnification shall be by making a claim pursuant to the terms of the Escrow Agreement. In addition, Purchaser Indemnified Parties may not seek to collect payment directly from the Equityholders or the Representative for indemnification for any Losses (including without limitation Losses under Article VIII, Excluded Claims and Environmental Claims), unless and only to the extent that all of the proceeds of the Escrow Account have been released or are the subject of a previous claim by Parent or Purchaser pursuant to this Agreement or by Parent or Merger Sub pursuant to the Merger Agreement. (f) Notwithstanding anything to the contrary in this Agreement, Purchaser Indemnified Parties may not seek to collect payment directly from the Equityholders or the Representative for indemnification for any Environmental Losses to the extent that (a) the aggregate amount of indemnification for any Environmental Losses that the Purchaser Indemnified Parties have sought to collect directly from the Equityholders or the Representative under this Agreement, plus (b) the aggregate amount of indemnification for any Environmental Losses that the Parent Indemnified Parties have sought to collect directly from the Shareholders or the Representative pursuant to the Merger Agreement, exceeds $7,500,000.00. Nothing in this Section 10.4(f) shall each survive limit the Purchaser Indemnified Parties’ rights to make a claim pursuant to terms of the Escrow Agreement. (g) The Equityholders will not have any liability for Environmental Losses resulting from the first discovery of Hazardous Materials through the conduct of environmental assessments, including Phase I Environmental Site Assessments, Phase II Environmental Site Assessments or any environmental testing or sampling (including, without limitation, soil, sediment, soil vapor, groundwater or indoor air sampling) (collectively “Environmental Tests”) after the Closing Date at, on or under the Real Property, unless such Environmental Tests were undertaken: (i) in order to determine the scope or extent of Losses related to an Environmental Loss the first discovery of which was not made through Environmental Tests other than those described in clauses (ii) through (vii) of this Section 10.4(g); (ii) in response to an inquiry, request, claim or demand by a Governmental Authority; (iii) during the renovation or reconstruction or expansion of any structures or buildings on any of the Real Property, to the extent such Environmental Test is required by applicable Law; (iv) as required by applicable Environmental Laws; (v) if required by a lender as a condition of financing or by an insurance carrier for purposes of obtaining or maintaining insurance (other than environmental insurance), (vi) which is necessary to defend a claim by a third party against the Purchaser or any Purchaser Indemnified Party or to prosecute a previously noticed claim for indemnification hereunder, (vii) to respond to, investigate, or otherwise remediate environmental conditions that present an endangerment to the health, safety or welfare of any person, the public or the environment. (h) The indemnification obligations of the parties hereto pursuant to this Article X will be limited to actual Losses and continue will not include incidental, consequential, indirect, punitive, special or exemplary Losses, except to the extent any such incidental, consequential, indirect, punitive, special or exemplary Losses are part of a claim made by a third party against an Indemnified Party. (i) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. (j) For the purposes of calculating Losses and determining the failure of any representations and warranties or covenant to be true and correct, any materiality qualifications in full force the representations, warranties, covenants and effect until fully performedagreements will be disregarded.

Survivability; Limitations. (a) The representations and warranties of the Seller Sellers and the Buyer contained in this Agreement or in any Ancillary Agreement will survive for a period ending on the Closing and continue in full force and effect until the two year anniversary of date that is eighteen months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim claim for indemnity relating to a breach of or inaccuracy in the representations and warranties set forth in Section 3.15 (Taxes), Section 3.16 (Employee Benefits) or Section 3.18 (Environmental Matters) will be the date that is ninety days after the expiration of the applicable statute of limitations; (ii) there will be no Expiration Date for any claim for indemnity relating to a breach of or inaccuracy in the representations and warranties set forth in (A) Sections 3.1(a) and (b) (Organization and Good Standing), Section 3.2 (Authority; Enforceability; No Conflict), Section 3.3 (Capitalization), Section 3.4 (Holding Company; Subsidiaries), Section 3.5(b) (Financial Statements), Section 3.22 (Relationships with Affiliates) and Section 3.23 (Brokers or Finders) (collectively, the “Seller Fundamental Representations”) or (B) Section 4.1 (Organization), Section 4.2 (Authority; Enforceability; No Conflict) or Section 4.5 (Brokers or Finders) and (iii) any claim for indemnity pending on any Seller Expiration Date for which a Claims Claim Notice has been given in accordance with Section 7.1(b)(ii) 11.4 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall . (b) Notwithstanding anything to the contrary contained in this Article 11, the Sellers will not have any liability under this Agreement (i) as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement or (ii) with respect to the indemnification obligations provided in Section 11.1(c) (including with respect to indemnification obligations provided in Section 11.1(d), but only with respect to a Proceeding, demand or assessment incidental to the matters set forth in Section 11.1(c)), until and to the extent the aggregate amount of all such Losses sustained by the Buyer exceeds $1,000,000, nor will the Sellers’ maximum, aggregate liability as a result of any such breach or inaccuracy exceed the Escrow Amount; provided, however, that nothing in this Section 11.3(b) will limit the Sellers’ liability with respect to fraud or with respect to the Seller Fundamental Representations. After the Closing, other than with respect to fraud, no Seller shall be liable to any Buyer Indemnitee for any amount exceeding the sum of (a) the portion of the Purchase Price received by such Seller in exchange for his or her Shares, plus (b) the total value of distributions received by such Seller from any Non-Natural Person Seller to which such Seller is a beneficiary. Other than with respect to fraud, Sellers’ aggregate liability in the event of a breach of the representations and warranties set forth in Section 3.5(b) is limited to the value by which the Companies’ estimated net worth was underreported on the financial statement described on Schedule 3.5(b) when compared to the actual financial statement. (c) Notwithstanding anything to the contrary in this Agreement, the Sellers do not have any individual right to assert any claim for indemnification under this Article 11 and any such claim on behalf of the Sellers may be brought only by the Sellers’ Representative. (d) The right to indemnification, payment of damages, forfeiture of some or all of the Escrow Amount or other remedy pursuant to this Article 11 will not be affected by the Indemnified Person’s investigation with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance with, any representation, warranty, agreement, covenant or obligation under this Agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement or obligation, will not affect the right to indemnification, payment of damages, forfeiture of some or all of the Escrow Amount or other remedy based on such representation, warranty, covenant, agreement or obligation. (e) The Sellers’ obligation to indemnify Buyer Indemnitees with respect to a particular Loss will be reduced by an amount equal to (i) 80% of any net insurance proceeds actually received and retained by the Buyer Indemnitees on account of such Loss under any insurance policy of any of the Companies that existed prior to the Closing and (ii) the Tax benefit actually realized by the Buyer Indemnitees on account of the portion of such Loss paid by Sellers, as reduced by clause (i) of this Section 11.3(e), in the year such Loss occurs and the subsequent two years, whether realized by way of a refund, credit or reduction in Tax due by a Buyer Indemnitee or any of its Affiliates, but only with respect to the portion of such Loss that falls within the aggregate claim thresholds set forth in Section 11.3(b). Buyer will use commercially reasonable efforts to pursue the insurance proceeds referred to in Section 11.3(e)(i). In computing the amount of any such Tax benefits, the Buyer Indemnitees shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the incurrence of the Loss for which indemnification is provided under this Agreement. For purposes of this Agreement, a Buyer Indemnitees shall be deemed to have “realized” a reduction in Taxes to the extent that, and at such time, as the amount of Taxes (i) payable by the Buyer Indemnitee is reduced below the amount of Taxes that the Buyer Indemnitee would have been required to pay but for the incurrence of the Loss such amount for which indemnification is provided under this Agreement, or (ii) refunded or credited to the Buyer Indemnitee is increased above the amount of Taxes that would have been refunded or credited to the Buyer Indemnitee but for the incurrence of the Loss for which indemnification is provided under this Agreement. (f) After the Closing, other than the equitable remedies set forth in Section 13.8, the remedies set forth in Sections 11.1 and 11.2 will be the sole and exclusive remedies with respect to any Losses arising from the breach of any covenant, representation, warranty, covenant or agreement set forth in Articles 3 and 4 of this Agreement (other than to the extent any such claims are grounded in fraud). (g) The provisions of this Article 11 shall apply in such a manner as not to give duplicative effect to any item of adjustment. If, under Section 2.5(g), there has been an adjustment to the Purchase Price for any Losses, there shall not be entitled any charge against the Escrow Fund or the deductible provided in Section 11.1(b) and the Buyer may claim a breach of any representation or warranty with respect to indemnification pursuant any such Losses that gave rise to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer such adjustment in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (bh) The representations and warranties of right to indemnification under this Article 11 will apply only to those claims for indemnification that are given before the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer applicable Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on 11.4 or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationSection 11.5, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceas applicable. (ci) The covenants set forth Despite anything to the contrary in this Agreement Article 11, any indemnification obligations of any of the Sellers to any of the Buyer Indemnities shall each survive be first paid from the Closing Escrow Funds subject to the Escrow Agreement. After the Escrow Funds are exhausted, the Sellers will be jointly and continue severally liable to the Buyer Indemnities for all of their indemnification obligations to the Buyer Indemnities under this Article 11, subject to the limitations contained in full force and effect until fully performedother Sections of this Article 11.

Survivability; Limitations. (a) The representations and warranties of the Seller Shareholders and the Buyer contained in this Agreement or in any Ancillary Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) there will be no Expiration Date for any Liability Claim: (A) for which common law fraud is established; or (B) in connection with, or a breach of, or inaccuracy in, the representations and warranties set forth in: (1) Section 4.4 (Capitalization), and (2) the first two sentences of Section 4.7(a) (Title to Shares); (the representations and warranties identified in clauses (B)(1) and (B)(2) above shall be the “Excluded Representations”); (ii) the Expiration Date will be the expiration of the applicable statute of limitations for any Liability Claim relating to a breach of, or inaccuracy in, the representations and warranties set forth in (A) Section 4.13 (Employee Benefit Plans), (B) Section 4.14 (Environmental), (C) the first sentence of Section 4.19(c) (DCAA audits), and (D) Section 4.24 (Taxes); and (iii) any Liability Claim that is pending on any Seller Expiration Date Date, and for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 7.2 on or before such Seller Expiration Date Date, may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not No claim for indemnification may be entitled to indemnification made pursuant to this this Section 7.3(a) after 7.1 following the Seller has made payments to or on behalf applicable Expiration Date. All of Buyer in respect the covenants and agreements of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Shareholders and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of after the Closing Date until the expiration of any applicable statute of limitations. (b) Notwithstanding anything to the “Buyer Expiration Date”); providedcontrary contained in this Article VII, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer the Shareholders shall not have any obligationliability as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement (other than the Excluded Representations), until the aggregate amount of all such Losses sustained by the Buyer exceeds Three Hundred Twenty-Five Thousand Dollars ($325,000), in which case the Shareholders shall be jointly and severally liable for all such Losses from the Seller shall not first dollar of loss without regard to such amount. Losses with respect to Excluded Representations will be entitled subject to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf from the first dollar of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceloss. (c) The covenants set forth in this Agreement shall each survive maximum aggregate indemnification obligations of the Closing Shareholders to the Buyer pursuant to Section 7.1 (excluding Liability Claims for which common law fraud is established and continue in full force and effect until fully performedfor the Excluded Representations) will not exceed Fifteen Million Dollars ($15,000,000), provided, however, that the maximum aggregate indemnification obligations of the Shareholders to the Buyer pursuant to Section 7.1 for Liability Claims for which common law fraud is established will not exceed Seventy-Five Million Dollars ($75,000,000).

Survivability; Limitations. (a) The representations and warranties of the Seller Shareholders and the Buyer contained in this Agreement or in any Ancillary Agreement will survive for a period ending eighteen (18) months after the Closing and continue in full force and effect until the two year anniversary date of the Closing Date this Agreement (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to fraud or a breach of or inaccuracy in the representations and warranties set forth in Section 4.13 (Employee Benefit Plans), the first sentence of Section 4.19(c) (DCAA audits), Section 4.24 (Taxes) and Section 4.4 (Capitalization) will be the expiration of the applicable statute of limitations; (ii) there will be no Expiration Date for any Liability Claim relating to claims based on a breach of or inaccuracy in the representations and warranties set forth in the first two sentences of Section 4.7(a) (Property) (the representations and warranties identified in clauses (i) and (ii) above, the “Excluded Representations”); and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 7.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties All of the covenants and agreements of the Shareholders, the Buyer and the Parent contained in this Agreement will survive after the Closing and continue in full force and effect date of this Agreement until the two year anniversary expiration of any applicable statute of limitations. (b) Notwithstanding anything to the contrary contained in this Article VII, the Shareholders will not have any liability as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement (other than the Excluded Representations), until the aggregate amount of all such Losses sustained by the Parent or the Buyer exceeds Two Hundred Thousand Dollars ($200,000), in which case the Shareholders will be jointly and severally liable for all such Losses from the first dollar of loss without regard to such amount provided, however, any Loss, which is less than Two Thousand Dollars ($2,000) (excluding fees) after aggregating such Loss with all Losses of a similar nature (i.e., uncollectible receivables) shall be excluded from Losses entitled to indemnification. Losses with respect to Excluded Representations will be subject to indemnification from the first dollar of loss. (c) The maximum aggregate joint and several indemnification obligations of the Closing Date Shareholders to the Buyer pursuant to Section 7.1 (excluding the “Excluded Representations) made by the Shareholders in this Agreement will not exceed the amounts in the Second Escrow Account. With respect to Excluded Representations, the maximum obligation of each Shareholder shall not exceed his/her/its pro rata share of the Purchase Price and provided further that the parties each acknowledge and agree that the CTI ESOP shall have no liability under this Agreement, for any reason, in excess of its interest in the First Escrow Account and the Second Escrow Account. (d) Notwithstanding anything to the contrary contained in this Article VII, the Shareholders will be jointly and severally liable for all indemnification obligations to the Buyer Expiration Date”)or the Company pursuant to this Agreement; provided, however, that the Shareholders shall only be severally liable for the indemnification obligations with respect to Sections 4.3 (Validity and Enforceability), 4.5(b) (No Conflicts), 4.6 (Consents) and the first two sentences of 4.7(a) (Property-Title), and the CTI ESOP in all events shall be severally and not jointly liable for any of its indemnification obligations under this Article 7. (e) Except as provided above with respect to the CTI ESOP, notwithstanding anything to the contrary in this Agreement, the Shareholders do not have any individual right to assert any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationunder this Article VII, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or any and all Liability Claims on behalf of the Seller in respect of such indemnification obligations that, in Shareholders may be brought only by the aggregate, are equal to the Purchase PriceShareholders Representative. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Group and the Purchaser contained in this Agreement will or in any Ancillary Agreement shall survive for a period ending on the Closing and continue in full force and effect until the two year eighteen (18) month anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim pending on relating to a breach of or an inaccuracy in the representations and warranties set forth in Section 4.10 (Compliance with Laws), Section 4.13 (Employee Benefit Plans), Section 4.14 (Environmental) and Section 4.26 (Taxes) shall be the expiration of the applicable statute of limitations (taking into account any Seller extensions, suspension or tolling under applicable Law); (ii) there will be no Expiration Date for which any Liability Claim relating to a Claims Notice has been given breach of or inaccuracy in accordance with the representations and warranties set forth in Section 7.1(b)(ii4.1 (Existence and Good Standing), Section 4.2 (Power), Section 4.3 (Validity and Enforceability), Section 4.4 (Capitalization of the Company), and Section 4.7(a) on (Title) (the representations and warranties set forth in clauses (i) and (ii) of this Section 7.3(a) are, collectively, the “Excluded Representations”) 43 (c) Notwithstanding anything to the contrary contained in this Article VII or before such elsewhere in this Agreement, the Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller Group shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to liability as a result of any inaccuracy in any representation or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties of the Buyer contained warranty in this Agreement will survive the Closing (i) unless and continue in full force and effect until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser exceeds One Hundred Thousand and No/100 Dollars ($100,000) (the “Buyer Expiration DateDeductible”); , in which case, the Seller Group shall be liable for all such Losses without regard to the Deductible or (ii) in excess of Six Million Dollars ($6,000,000.00) (the “Cap”), provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted the Deductible and indemnified against until finally resolved. Buyer the Cap shall not have any obligationapply with respect to fraud or intentional misrepresentation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in with respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants matters set forth in this Agreement shall each survive the Closing Section 7.1(a)(ii) and continue in full force and effect until fully performed.(a)(iii)above. ARTICLE VIII CONFIDENTIALITY; PUBLIC DISCLOSURE 8.1

Survivability; Limitations. (a) The representations and warranties of the Seller Sellers and the Purchaser contained in this Agreement or in any Closing Certificate will survive for a period of 18 months following the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that that: (i) the Expiration Date for any Liability Claim Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.1 (Authority, Validity and Effect), 4.3 (No Conflict), 4.4 (Consents), 4.7 (Rule 144), 4.8 (Investment Representations), 5.10 (Employee Benefit Plans), 5.11 (Environmental), 5.21 (Taxes), the first sentence of Section 5.4(a) (Title), the first sentence of Section 5.14(b)(i) (Intellectual Property), and Sections 5.17 (Undisclosed Liabilities), 6.3 (Validity and Enforceability), 6.4 (No Conflict) and 6.5 (Consents) will be the longer of the three-year anniversary of the Closing or the expiration of the applicable statute of limitations as extended; (ii) there will be no Expiration Date for any Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.2 (Title to Shares), 5.3 (Capitalization of the Company), 5.20 (Indebtedness), 5.25 (Brokers), the first sentence of Section 6.6 (Purchaser Shares; SEC Reports), and 6.7 (Brokers); and (iii) no Indemnified Party shall be entitled to indemnification with respect to any inaccuracy in or breach of any representation or warranty unless a Claims Notice with respect thereto is given to the Indemnifying Party in accordance with Section 10.2 on or before the applicable Expiration Date, but any Claims pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The Notwithstanding anything to the contrary contained in this Article X: (i) the Sellers will not have any liability as a result of any breach of or inaccuracy in any of the representations and warranties of the Buyer contained in this Agreement will survive (other than the Closing and continue in full force and effect Special Representations made by the Sellers), until the two year anniversary aggregate amount of all such Losses sustained by the Purchaser Indemnified Parties exceeds $50,000, in which case the Sellers will be liable as set forth in this Agreement for all such Losses exceeding such amount up to the Indemnification Cap; and (ii) the Sellers’ maximum aggregate obligation to indemnify the Purchaser Indemnified Parties as a result of any breach of or inaccuracy in any of the Closing Date representations and warranties contained in this Agreement (other than the Special Representations made by the Sellers) shall not exceed an amount equal to fifty percent (50%) of the Gross Proceeds (the “Buyer Expiration DateIndemnification Cap”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants Notwithstanding anything to the contrary in this Agreement, any indemnification obligations of the Sellers shall first be drawn from the Holdback Amount and, thereafter, the Sellers will be liable for all indemnification obligations as set forth in this Agreement Agreement; provided that, if (i) the Holdback Amount is insufficient to satisfy any Claim(s) or has otherwise been disbursed to the Purchaser and/or the Sellers, and (ii) the Second Cash Purchase Price or either Note is due or matures by its terms not later than sixty (60) days after the date that any Purchaser Indemnified Party first asserts a Claim, then the indemnification obligations of the Sellers with respect to such Claim shall be satisfied by offset against such Second Cash Purchase Price or Note in accordance with Section 10.6 and, only if such offset results in a deficiency with respect to such Claim, will the Sellers be obligated to satisfy the balance of the indemnification obligation by making direct payments. (d) Each Indemnified Party agrees to use its commercially reasonable efforts to mitigate any Losses for which it seeks to be indemnified. (e) Prior to asserting any Claim under this Article X, each survive Indemnified Party shall file or cause to be filed a claim with respect to the Closing Losses in question under any insurance policies which may be maintained by such Indemnified Party or any Affiliate thereof under which coverage may be obtained, and continue thereafter use commercially reasonable efforts to pursue such claim. If any such insurance policies cover any such Losses, then the Indemnified Party’s right to indemnification under this Article X for such Losses shall be limited to only those amounts in full force and effect until fully performedexcess of the insurance proceeds actually collected by the Indemnified Party with respect to such Losses, net of the Indemnified Party’s reasonable expenses in collecting such insurance proceeds.

Survivability; Limitations. (a) The representations and warranties of the Seller Acquired Company, Xxxxxx and the Purchaser contained in this Agreement will or in any Ancillary Agreement shall survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the expiration date for any Liability Claim relating to a breach of the representations and warranties set forth in Section 3.1 (Organization), Section 5.1 (Organization), Section 3.2 (Authorization; Validity; Execution and Delivery; Enforceability), Section 5.2 (Authorization; Validity; Execution and Delivery; Enforceability), Section 3.5 (Capital Structure), Section 3.8 (Taxes), Section 3.24 (Brokers; Expenses), and Section 5.7 (Brokers; Expenses) shall be the expiration of the applicable statute of limitations; (ii) the expiration period for any Liability Claim relating to a breach or violation of Section 3.17 (Benefit Plans) or Section 3.20 (Environmental Matters) shall be a period of forty-two (42) months after the Closing Date; and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 10.3 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All of the covenants and agreements of Xxxxxx contained in this Agreement shall survive after the Closing Date in accordance with their respective terms. (b) Notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx have any liability for Losses arising under Section 10.1(a) until the aggregate of all such Losses for which indemnification is sought therefor exceeds Seven Hundred Ninety Five Thousand Dollars ($795,000.00) (the “Threshold Amount”), after which the Purchaser shall be entitled to be fully indemnified for all Losses exceeding the Threshold Amount, subject to the Cap (as defined below). Xxxxxx’x aggregate liability for all Losses under Section 10.1(a) shall be limited to Twenty Five Million Dollars ($25,000,000.00) (the “Cap”). (c) Notwithstanding the foregoing, Losses arising pursuant to any matter constituting fraud under applicable Law by the Acquired Company or Xxxxxx and any Liability Claim related to Section 10.1(a)(v) or Section 10.1(a)(vi) shall not have be subject to the Threshold Amount or the Cap. (d) Notwithstanding anything to the contrary contained in this Article X, any obligationindemnification obligations of Xxxxxx to the Purchaser shall be satisfied in the following order until the full amount of such claim has been recovered: (i) the Purchaser shall make a claim pursuant to the terms of the Escrow Agreement against that amount of the Escrow Fund, if any, that is not the subject of a previous claim by the Purchaser and Buyer (ii) in the event the amount of the Escrow Fund not subject to previous claims by the Purchaser is insufficient to satisfy its claim, the Purchaser shall seek to collect payment directly from Xxxxxx to recover the amount of such claim (or lesser portion thereof which remains unpaid pursuant to clause (i) above), subject to the Cap. Xxxxxx shall make such payment in cash. (e) The Indemnified Parties shall not be entitled to recover pursuant to Section 10.1 or Section 10.2 hereof to the extent the subject matter of the claim is covered by insurance (including title insurance) held by the Acquired Company, but only to the extent that such insurance actually pays benefits to, or on behalf of, the Indemnified Parties or the Acquired Company. (f) The indemnification obligations of the parties hereto pursuant to this Section 7.3(a) after the Seller has made payments Article X shall be limited to actual Losses and shall not include consequential, punitive, special or on behalf loss of Buyer in respect of such indemnification obligations thatopportunity Losses, in the aggregate, are equal except to the Purchase Priceextent any such consequential, punitive, special or loss of opportunity Losses are part of a Liability Claim made against an Indemnified Party. (bg) The representations Each Indemnified Party shall take and warranties of the Buyer contained in this Agreement will survive the Closing shall cause their respective Affiliates to take all reasonable steps to mitigate and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that otherwise minimize any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal Loss to the Purchase Pricemaximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Seller, Parent and Buyer contained in this Agreement will or in any Ancillary Agreement shall survive for a period ending eighteen months following the Closing and continue in full force and effect until the two year anniversary date of the Closing Date this Agreement (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim Claims relating to a breach of or inaccuracy in the representations and warranties set forth in 6.12 (Employee Benefit Plans), 6.13 (Environmental), and 6.22 (Taxes) shall be 60 days after the expiration of the applicable statute of limitations, (ii) there will be no Expiration Date for any Claims relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 6.1 (Existence and Good Standing), 6.2 (Power), 6.3 (Enforceability), 6.4 (No Conflict), 6.5 (Consents), the first sentence of Section 6.6 (Title), 6.7 (Necessary Property), and the second sentence of Section 6.16 (Intellectual Property) (collectively, the “Special Representations”); and (iii) any Claims pending on any Seller Expiration Date for which a Claims Notice notice has been given in accordance with Section 7.1(b)(ii) 9.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, All of the covenants and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after agreements of the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Sellers and warranties of the Buyer contained in this Agreement will survive after the Closing date of this Agreement for an indefinite period. (b) The Seller and continue Parent will not have any liability as a result of any breach of or inaccuracy in full force any representation or warranty referred to in this Agreement (other than the Special Representations and effect the representations in Section 6.22 (Taxes)), until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Buyer exceeds $25,000 (the “Buyer Expiration DateThreshold”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for in which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and case the Seller shall not and Parent will be entitled liable for all such Losses without regard to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase PriceThreshold. (c) The covenants Seller and Parent shall not have any liability under this Agreement as a result of any breach of or inaccuracy in any of the representations and warranties contained in this Agreement (other than the Special Representations and the representations in Section 6.22 (Taxes)) in excess of $750,000. (d) Notwithstanding anything to the contrary in this Agreement, no Buyer Indemnified Party other than the Buyer (or any successors–in–interest thereto) and no Seller Indemnified Party other than the Seller or Parent has any individual right to assert any Claims under this Article 9. Any and all Claims of the Buyer Indemnified Parties may be brought only by the Buyer (or any successors–in–interest thereto) and any and all Claims of the Seller Indemnified Parties may be brought only by the Seller. (e) Except for a claim based on fraud, from and after the Closing Date, the sole remedy of the Buyer and Seller for any and all Losses shall be limited to indemnification as set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedArticle 9 hereof.

Survivability; Limitations. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement or in any Ancillary Agreement, and any liability claim related thereto, will only survive for a period ending on the Closing and continue in full force and effect until the two year 12-month anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim liability claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.7 will be the expiration of the applicable statute of limitations, as extended, plus a period of 90 days; and (ii) the Expiration Date for any liability claim relating to a breach of or inaccuracy in the representations and warranties of the Seller set forth in Section 5.1, Section 5.2, Section 5.3(a)(i), the first sentence of Section 5.6, Section 5.17, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.6, Section 6.7 and Section 6.8 (the “Fundamental Representations”), and the Fundamental Representations, will only survive for a period ending on the two-year anniversary of the Closing Date; and (iii) any liability claim pending on any Seller its applicable Expiration Date for which notice a Claims Notice claim for indemnification has been given (in good faith and in writing, to the Seller or the Buyer, as applicable, specifying in reasonable detail the basis for such claim (including the specific provision hereof alleged to have been violated) and the alleged Losses and computation methods thereof) under this Section 9.2, and in accordance with Section 7.1(b)(ii) 9.3, on or before such Seller the applicable Expiration Date may continue to be asserted and indemnified against until finally resolved, provided a Proceeding respecting such claim is brought by the Indemnified Party against the Indemnifying Party within one (1) year of such notice. All of the covenants and agreements of the Seller and the Buyer contained in this Agreement that are to be performed prior to or at the Closing will only survive for a period ending on the 12-month anniversary of the Closing Date. All of the covenants and agreements of the Seller and the Buyer contained in this Agreement or in any Ancillary Agreement that are to be performed after the Closing will only survive in accordance with their terms. For the avoidance of doubt, no Indemnifying Party shall be liable for a claim asserted against it after the applicable Expiration Date. (b) Notwithstanding anything to the contrary contained in this Article 9, (i) any indemnification obligations of the Seller to the Buyer Indemnitees must first be drawn from the funds subject to the Escrow Agreement; and (ii) the Seller shall not be liable for any Losses pursuant to Section 9.1(a)(i) and (iv) (other than with respect to Fundamental Representations of the Seller and the representations contained in Section 5.7), with the Buyer Indemnitee’s sole recourse for such Losses being the funds subject to the Escrow Agreement. (c) All indemnity payments shall be treated as adjustments to the Purchase Price for all income Tax purposes except to the extent required by Law. (d) Except with respect to any Fundamental Representations of the Seller and the representations contained in Section 5.7, the Seller’s aggregate liability pursuant to NAI-1502700397v12 Section 9.1 (a)(i) of this Agreement shall not exceed the Escrow Amount. Without altering the foregoing sentence, Seller’s aggregate liability in excess of the Escrow Amount under Section 9.1(a) of this Agreement (including with respect to any Fundamental Representations and the representations contained in Section 5.7), shall not exceed an amount equal to the Purchase Price minus (i) the Escrow Amount and (ii) any amounts withheld from the Seller in accordance with Section 2.5(b). (e) The Seller shall not have any obligationliability under Section 9.1(a)(i) hereof unless the aggregate amount of Losses incurred by the Seller Indemnitees and indemnifiable hereunder exceeds $200,000 (the “Deductible”) and, in such event, the Seller shall only be required to pay the amount of Losses in excess of such Deductible (subject to the other limitations in this Article 9); provided, that the Deductible limitation shall not apply to Losses related to any indemnification claim arising out any breach of any Fundamental Representation or any representations contained in Section 5.7 by Seller. (f) If any Losses sustained by a Buyer Indemnitee are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Buyer Indemnitee), the Buyer Indemnitee shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. The amount of any Losses subject to indemnification under Section 9.1(a) shall be reduced by the amounts actually recovered (net of any costs of recovery) by any Buyer Indemnitee under applicable insurance policies or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Buyer Indemnitee) with respect to claims related to such Losses and if any Buyer Indemnitee receives such insurance proceeds or indemnity, contribution or similar payments after the settlement of any indemnification claim under Section 9.1(a), such Buyer Indemnitee shall refund to the Seller the amount of such insurance proceeds or indemnity, contribution or similar payments, up to the amount received in connection with such indemnification claim (net of any costs of recovery). It is the intention of the parties that no insurer or third party shall be entitled to any benefit or right it would not be entitled to receive in the absence of this paragraph. An Indemnified Party hereunder shall be subrogated to the Indemnified Party’s rights of recovery to the extent of any Losses satisfied by such Indemnified Party. Such Indemnified Party shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the exercise thereof. (g) The amount of any Losses subject to indemnification pursuant to this under Section 7.3(a9.1 shall be calculated net of any Tax benefit actually received by the Buyer Indemnitee or Seller Indemnitee (as applicable) on account of such Losses within the four-year period after the Seller has made payments Closing Date. No Buyer Indemnitees shall be entitled to recover damages or on behalf of Buyer obtain payment, reimbursement, restitution or indemnity more than once in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceany one Loss or related group of Losses. (bh) The representations and warranties of Notwithstanding anything to the Buyer contrary contained in this Agreement will survive or provided for under any applicable Law, no party hereto shall be liable to any other Person, either in contract or in tort, for, and Losses shall exclude, any loss of profits or any consequential, incidental, exemplary, indirect, special or punitive damages of such NAI-1502700397v12 other Person, including loss of future revenue, income or profits, or any diminution of value or multiples of earnings damages relating to the Closing breach or alleged breach hereof, whether or not the possibility of such damages has been disclosed to the other party in advance or could have been reasonably foreseen by such other party, except to the extent such damages are paid to an unaffiliated third party pursuant to a non-appealable court order in connection with a Third Party Claim that is subject to indemnification hereunder. (i) The Seller shall have no liability under any provision of this Agreement for any Losses caused by actions of any Buyer Indemnitee taken after the Closing. The Buyer Indemnitees shall use commercially reasonable efforts to mitigate or otherwise reduce the amount of any Losses that it incurs in connection with any matter with respect to which it is entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article 9. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (j) The Buyer Indemnitees do not have any right to indemnification with respect to any Losses for any environmental investigation, sampling or testing, or any corrective, or remedial action or any action to address environmental noncompliance (collectively, “Buyer Remedial Action”) except to the extent that such Buyer Remedial Action is (i) required by any Environmental Law, Order, or otherwise required by a Governmental Authority (including environmental deed or use restrictions), (ii) undertaken in a reasonably cost-effective manner under the circumstances and continue in full connection with a claim from a third party, and (iii) in the case of any cleanup remediation, or other response action with respect to soils, water, air, groundwater or other environmental media, designed to achieve the least stringent cleanup standards applicable to the subject property based on the terms of then applicable Environmental Laws, Orders, and any other requirements of a Governmental Authority having force and effect until of law assuming use of the two year anniversary subject property as it was used by the Seller as of the Closing Date (the “Buyer Expiration Date”e.g., where applicable, industrial use); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and employing risk-based standards, institutional controls or engineering controls; provided that such controls or restrictions are consistent with and permitted by the terms of any then applicable Environmental Laws, Orders, and any other requirements of a Governmental Authority having force of law, and do not materially inhibit any use of the real property of the Seller that occurred as of the Closing Date. (k) Each party acknowledges and agrees that, excluding knowing and willful fraud, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement and transactions contemplated hereby (other than those arising from a claim under Section 8.1, Section 8.2, or Section 8.4 or under the Escrow Agreement, with respect to which each party shall not be entitled to indemnification specific performance and other equitable remedies) shall be pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth in this Agreement shall Article 9 and the remedies contemplated by Section 10.16. In furtherance of the foregoing, but without limiting the rights of indemnification expressly provided for under Section 9.1 (and subject to the other provisions of this Article 9), excluding knowing and willful fraud and except for actions seeking specific performance or similar injunctive relief pursuant to Section 10.16, each survive Buyer Indemnitee and Seller Indemnitee hereby waives, NAI-1502700397v12 to the Closing fullest extent permitted under applicable Law, any and continue all rights, claims and causes of action (including any right, whether arising at Law or in full force equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including the remedy of rescission and effect until fully performedremedies that may arise under common law) it may have against any Indemnifying Party whether arising under or based upon any federal, state, local or foreign Law (including any Environmental Law) or otherwise.

Survivability; Limitations. (a) The representations and warranties of the Seller and Purchaser or their respective Affiliates contained in this Agreement will and the Other Agreements shall survive the Closing Closing, and continue except as set forth in full force and effect until the two year next sentence, shall terminate at the close of business on the eighteen-month anniversary of the Closing Date (the “Seller Expiration Date”), after which date the representations and warranties shall be extinguished in all respects; provided, however, that any Liability Claim claim pending on any Seller the Expiration Date for which a Claims Notice notice has been given in accordance with Section 7.1(b)(ii9.03(a) or Section 9.03(b), as the case may be, on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Notwithstanding the foregoing, the representations and warranties of Seller shall not have any obligationor Purchaser, as the case may be, set forth in: (i) Sections 3.01(a), 3.01(b), 3.01(c), 3.01(d); the first sentence of Section 3.02(b); the second sentence of Section 3.02(e); Sections 3.03(a), 3.03(b), and Buyer 3.03(c); and Sections 3.04(a), 3.04(b), 3.04(c) and 3.04(d) (collectively, the “Excluded Representations”) shall not be entitled to indemnification pursuant to this Section 7.3(asurvive indefinitely; (ii) Sections 3.02(k), 3.02(p), 3.02(v) and Sections 3.03(h) and 3.03(i) shall survive until the date that is thirty (30) days after the Seller has made payments to or on behalf expiration of Buyer in respect the applicable statute of such indemnification obligations that, in the aggregate, are equal to the Purchase Pricelimitations. (b) The representations and warranties of Notwithstanding anything to the Buyer contrary contained in this Agreement will survive the Closing Agreement, neither Seller nor Purchaser shall have any liability under Section 9.01 or Section 9.02 for any Losses unless and continue in full force and effect until the two year anniversary of the Closing Date such Losses exceed Ten Thousand Dollars (the $10,000) (an “Buyer Expiration DateEligible Loss”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer this Eligible Loss threshold shall not have any obligation, and apply to Losses arising out of or resulting from the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to Excluded Liabilities or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase PriceAssumed Liabilities. (c) The covenants Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor Seller shall have any liability under Section 9.01(a) or Section 9.02(a), as the case may be, (i) until the aggregate amount of all Eligible Losses sustained by Seller or Purchaser, as the case may be, exceeds One Million Dollars ($1,000,000), in which case Seller or Purchaser, as the case may be, shall be liable for all such Eligible Losses in excess of such amount, or (ii) in excess of an aggregate of Twenty-Five Million Dollars ($25,000,000); provided, however, that these limitations shall not apply to any liability arising out of the Excluded Representations. Except for claims (y) for equitable relief after the Closing, or (z) based on fraud, the exclusive remedy of each of Purchaser and Seller for any and all Losses (including but not limited to claims made in accordance with Section 9.01(a) or 9.02(a), as the case may be, after termination of this Agreement in accordance with Section 5.03) shall be limited to indemnification as set forth in this ARTICLE IX. For purposes of Sections 9.01(a) and 9.02(a) and this Section 9.05(c), any breach, inaccuracy or falsehood of a representation or warranty of Purchaser, Seller or any of their respective Affiliates (whether in this Agreement or the Other Agreements) shall each survive be determined without regard to any qualification related to materiality contained in this Agreement or the Closing and continue in full force and effect until fully performedOther Agreements.

Survivability; Limitations. (a) The representations and warranties of the Seller Stockholders, the Buyer and the Parent contained in this Agreement or in any Ancillary Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending 18 months after the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.13 (Employee Benefit Plans), 4.14 (Environmental) and 4.25 (Taxes) will be the expiration of the applicable statute of limitations as extended; (ii) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in the second sentence of Section 4.16 (Government Contracts) will be the two-year anniversary of the Closing Date; (iii) there will be no Expiration Date for any Liability Claim relating to claims based on fraud, bad faith or a breach of or inaccuracy in the representations and warranties set forth in Sections 4.1 (Existence and Good Standing), 4.2 (Power), 4.3 (Validity and Enforceability), 4.4 (Capitalization of the Company), 4.5 (No Conflict), 4.7(a) (Title), 4.24 (Indebtedness), 4.28 (Related Party Transactions), and 4.29 (Brokers) (the representations and warranties identified in clauses (i) and (ii) above, the “Excluded Representations”); and (iv) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 9.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall No claim for indemnification may be initiated following the applicable Expiration Date. All of the covenants and agreements of the Stockholders and the Buyer or the Parent contained in this Agreement will survive after the Closing Date until the expiration of the applicable statute of limitations. (b) Notwithstanding anything to the contrary contained in this Article IX, the Stockholders will not have any obligationliability as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement (other than the Excluded Representations), and until the aggregate amount of all such Losses sustained by the Parent or the Buyer shall not exceeds $275,000, in which case the Stockholders will be entitled liable as provided for in Section 9.1 for all such Losses without regard to indemnification such amount. (c) The maximum aggregate obligation of the Stockholders to the Buyer or the Parent pursuant to Section 9.1 on account of any breach of any representation or warranty (excluding the Excluded Representations) made by the Stockholders in this Section 7.3(a) after the Seller has made payments to or on behalf Agreement will not exceed 20% of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (bd) The representations and warranties of Notwithstanding anything to the Buyer contrary contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary Article IX, any indemnification obligations of the Closing Date Stockholders or any of them to the Buyer or the Parent will first be drawn from the funds subject to the Escrow Agreement. Thereafter, the Stockholders will be liable as provided for in Section 9.1 for all indemnification obligations to the Buyer or the Parent pursuant to this Agreement. (e) Notwithstanding anything to the “Buyer Expiration Date”); providedcontrary in this Agreement, however, that the Stockholders do not have any individual right to assert any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationunder this Article IX, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or any and all Liability Claims on behalf of the Seller in respect of such indemnification obligations that, in Stockholders may be brought only by the aggregate, are equal to the Purchase PriceStockholders Representative. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Members, the Buyer and the Parent contained in this Agreement will survive for a period ending on the Closing and continue in full force and effect until the two year second anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 5.7 (Taxes) will be the expiration of the applicable statute of limitations, as extended, plus a period of 90 days; (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.3 (Title to Units), 4.1 (Existence and Good Standing), 4.2 (Validity and Enforceability), 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Capitalization), 5.4 (Required Filings and Consents) or 5.29 (Brokers), 6.1 (Existence and Good Standing), 6.2 (Power), 6.7 (Brokers) (the “Excluded Representations”); (iii) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 5.19 (Environmental) will be the fifth anniversary of the Closing Date; and (iv) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 8.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation; provided that is such case, and Buyer shall not be entitled to the party seeking indemnification pursuant to this Section 7.3(a) after such Claims Notice shall have instituted an action, suit or proceeding with 6 months of the Seller has made payments to or on behalf date such Claims Notice is given. All of Buyer in respect the covenants and agreements of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Members and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of after the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(iitheir terms. (b) on or before such Buyer Expiration Date may continue Notwithstanding anything to be asserted and indemnified against until finally resolved. Buyer shall the contrary contained in this Article 8, the Members will not have any obligation, liability pursuant to Sections 8.1(a)(i)(A) or 8.1(a)(ii)(A) (other than the Excluded Representations and the Seller shall Tax representations contained in Section 5.7, for which the following limitation will not apply) until the aggregate amount of all such Losses sustained by the Buyer exceeds $100,000, in which case the Members will be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller jointly and severally liable for all Losses in respect excess of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceamount. (c) The covenants set forth Notwithstanding anything to the contrary contained in this Article 8, the Members will have no liability pursuant to Sections 8.1(a)(i)(A) or 8.1(a)(ii)(A) (other than the Excluded Representations and the tax representations contained in Section 5.7, for which the following limitation will not apply) in excess of $7,600,000. The Members will have no liability with respect to the Excluded Representations and the tax representations in excess of the Purchase Price (less any portion of the Escrow Amount released to the Buyer). (d) The Members will be jointly and severally liable or solely liable, as applicable, for all indemnification obligations to the Buyer Indemnitees pursuant to this Agreement, subject to the limitations contained herein. (e) Notwithstanding anything to the contrary in this Agreement, the Members do not have any individual right to assert any Liability Claim under this Article 8, and any and all Liability Claims on behalf of the Members may be brought only by the Members Representative. (f) Notwithstanding anything to the contrary contained in this Agreement, no Member shall make any claim for indemnification pursuant to this Agreement or the constituent documents of the Company or its Subsidiaries with respect to any claim brought by any Buyer Indemnitee against any Member or relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (g) No Indemnified Party will be entitled to recover from an Indemnifying Party more than once in respect of the same Losses. (h) Absent fraud, and except for (x) matters arising under Section 9.15 and (y) claims under Section 2.03, the indemnification provisions of this Article 8 shall each survive be the Closing and continue in full force and effect until fully performedsole remedy that any party hereto may have.