Common use of Threshold and Limitations Clause in Contracts

Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim under Section 8.2(1)(a) until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (the “Threshold”); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date).

Threshold and Limitations. (a) The No Indemnified Parties Party shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 250,000, (the “"Threshold”"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject Except for liability based on fraud, the aggregate liability of an indemnifying party hereunder for Losses incurred by any and all Indemnified Parties shall, in the case of the indemnification obligations of the holders of Company Capital Stock be limited to Section 8.3(e): a dollar amount equal to the product obtained by multiplying the pro rata portion of the Escrow Shares held by the indemnifying party by the average of the closing prices of Amazxx.xxx Xxxmon Stock as reported on the Nasdaq National Market for the three consecutive trading days immediately preceding the Closing Date. Except for liability based on fraud, the indemnification obligations of the holders of Company Common Stock and Options pursuant to this Article VIII shall be limited to the Escrow Shares. Except for liability based on fraud, Amazxx.xxx xxxll not be entitled to pursue any claims for indemnification under this Article VIII against the holders of Company Common Stock directly or personally and the sole recourse of Amazxx.xxx xxxll be to make claims against the Escrow in accordance with the terms of the Escrow Agreement. (c) Except for liability based on fraud, (i) no holder of Company Capital Stock or Options shall have any liability to an Amazxx.xxx Xxxemnified Party under this Agreement, except to the indemnification remedy provided by extent of such holder's Escrow Shares deposited under the Escrow Agreement, and (ii) the remedies set forth in this Article VIII shall be the sole monetary remedy for exclusive remedies of Amazxx.xxx xxx the other Amazxx.xxx Xxxemnified Parties hereunder against any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementholder. (d) The Parties acknowledge and agree Escrow Shares shall be held for a period ending on the Expiration Date, except that, if to the Surviving Corporation suffersextent permitted under the Escrow Agreement, incurs or otherwise becomes Escrow Shares may be withheld after the Expiration Date to satisfy claims for indemnification which are the subject of an indemnity claim by an Amazxx.xxx Xxxemnified Party pursuant to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf notice of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything claim delivered to the contrary herein: (i) in the event that the Litigation Resolution Date is Representative prior to the Closing Expiration Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date).

Threshold and Limitations. (a) The Except for Losses based on fraud, the Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 100,000 (the “"Threshold”); provided, however, ") and only to the extent that once the aggregate such Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject Except for Losses based on fraud (with respect to Section 8.3(e): (i) which there shall be no limitation of liability), the indemnification remedy provided by aggregate liability of any Shareholder pursuant to this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000Shares. (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor shall or otherwise be liable to such party, with respect to any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right claims made by the Indemnified Party after the expiration of contribution, right of indemnity the Survival Period or other right applicable time limitation described in Section 8.1, except that indemnity may be sought after the expiration of the Survival Period or remedy against Acquiror or against other applicable time limitation if a Claim Notice (as defined in Section 8.4(a)) shall have been delivered to the Surviving Corporation Shareholder Representative (as defined in Section 8.6 below) prior to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which the expiration of such Non-Dissenting Holder may become subject under or in connection with this Agreementtime period. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any indemnification obligations of the rights Shareholders under this Article VIII shall be satisfied by forfeiture to Parent of the Surviving Corporation as an Indemnified PartyHoldback Shares, in accordance with the provisions of this Article VIII. The number of Holdback Shares to be forfeited to Parent in payment of any Claims shall be determined by dividing (x) Acquiror shall also be deemed, the aggregate dollar amount of such Claims by virtue (y) the Closing Average. The aggregate value of its ownership Claims paid by means of the stock forfeiture to Parent of Holdback Shares shall be deemed to reduce the Net Merger Consideration otherwise payable to the Shareholders of the Surviving CorporationCompany pursuant to Section 1.7 of this Agreement. Any such claims shall be deemed to reduce the Holdback Shares, pro rata, with respect to have incurred Losses each Shareholder, as a result determined by reference to the number of and shares of Parent Common Stock that such shareholder is entitled to receive in connection with such inaccuracy, misrepresentation, breach, failure the Merger as compared to perform or failure to complyall other Shareholders. (e) Nothing contained in Payments by an indemnifying party pursuant to this Agreement Article VIII shall limit the rights of any Indemnified Party be (i) limited to seek or obtain from the amount of any Person Losses after deducting therefrom any relief or remedy Tax benefit to which such the Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amountaffiliate thereof; and (ii) increased to take account of any Tax cost incurred by the Indemnified Party arising from receipt or accrual of indemnity payments (grossed up for such increase). For purposes of this Section 8.4(e), a Tax benefit or Tax cost will be considered to be recognized by the Indemnified Party or any Affiliate in no event shall any of the Non-Dissenting Holders have any entitlement to any payment tax period in which an actual Tax benefit or benefit whatsoever by reason of (A) any reduction in Tax cost occurs, and the amount of the Tax benefit or Tax cost shall be determined by using the actual tax rates applicable to the Indemnified Party and its affiliates, on a with and without basis after any Final Judgment entered by deductions, credits, allowances or other tax attributes reportable with respect to a payment hereunder. At such time as an Indemnified Party makes a request for indemnification, the court in connection Indemnified Party shall provide the indemnifying party with the Specified Litigation following the Litigation Resolution Date, (B) any settlement a detailed schedule of the Specified Litigation following tax benefits and the Litigation Resolution Date incurrence of the indemnified liability. The schedule shall set forth the amounts and anticipated tax years to which the tax benefits or any appeal costs will be recognized (based on the current experience and internal financial projections of the Indemnified Party) and, based on current federal and state tax rates, the resulting estimated tax benefits or detriments. The present value of the estimated tax benefits and detriments then shall be determined by discounting each year's estimated benefit or detriment using a Final Judgment entered into discount rate equal to the current prime lending rate as published on the date of payment in the Specified Litigation, Wall Street Journal. The indemnity payment shall be increased or (C) any other fact, event or circumstance involving or relating in any way decreased so that the net after-tax present value of the payment equals the net after-tax loss to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior Indemnified Party. Any indemnity payments made pursuant to or following this Article VIII will be treated as an adjustment to the Litigation Resolution Date)purchase price for Tax purposes.

Threshold and Limitations. (a1) The Indemnified Parties shall not be entitled obligation of the Vendor to receive any indemnification payment with respect to any Indemnity Claim under Section 8.2(1)(a) until indemnify the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (Purchaser and the “Threshold”); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject Purchaser Indemnitees pursuant to Section 8.3(e): (i) 8.1 and the indemnification remedy provided by this Article VIII shall be Purchaser's obligation to indemnify the sole monetary remedy for any alleged breach of Vendor and the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders Vendor Indemnitees pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, applicable only if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result aggregate of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any those Losses suffered or incurred by any the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 ("Minimum Amount"). If the Indemnified Parties or to which any aggregate of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses those Losses incurred by the Indemnified Parties Purchaser and the Purchaser Indemnitees exceeds the Minimum Amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including the Minimum Amount, up to an aggregate cumulative maximum amount of $500,000 (the "Maximum Amount"). If the aggregate of those Losses incurred by the Vendor and the Vendor Indemnitees exceeds that Minimum Amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses up to, but not exceeding, the Maximum Amount. (2) The provisions of Section 8.3(1) do not apply in prosecuting respect of (a) any inaccuracy or defending such appeal breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation, (b) any inaccuracy or breach of a Fundamental Representation, which is subject to Section 8.3(3), (c) the indemnification by the Vendor contained in Section 7.3, which is not subject to any threshold or limitation provided for in this Section 8.3., (d) any breach of the covenants of the Purchaser in Section 6.2(3)(c), or (e) any breach of the covenants of the Purchaser in Section 6.3(1) and the remedies available to the Vendor thereunder, which are limited to the transfer of the Updated Z944 Assets as set out in Section 6.3(1) and not subject to any judgment threshold or limitation provided for in this Section 8.3, and further provided that may be entered against the Company as a result of additional proceedings in the Specified Litigation after case of any claim for indemnification by the Litigation Resolution Date (Vendor or the Vendor Indemnitees relating to the Z944 Payments including reversal on appealthe late payment thereof, entry of judgment after appeal, remand for new trial or any combination the obligation of the foregoing); provided, however, that notwithstanding Purchaser to indemnify the foregoing, Vendor and the Aggregate Transaction Value Vendor Indemnitees shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in not exceed the amount of the Z944 Payment and any Final Judgment entered additional amounts payable pursuant to 6.2(3)(b) and (c) that are outstanding and unpaid. Except as set forth in this Section 8.3(2), and notwithstanding any other provision of this Agreement to the contrary, the Minimum Amount and the Maximum Amount shall apply to all Direct Claims and to all Third Party Claims. (3) Notwithstanding Section 8.3(1) and 8.3(2), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 8.1(a) where the inaccuracy or breach is of a Fundamental Representation is applicable only if the aggregate of those Losses suffered or incurred by the court in connection with Purchaser and the Specified Litigation following Purchaser Indemnitees exceeds the Litigation Resolution DateMinimum Amount, and shall not exceed an aggregate maximum amount of $5,000,000 (B) any settlement the “Fundamental Maximum Amount”). If the aggregate of those Losses incurred by the Specified Litigation following Purchaser and the Litigation Resolution Date or any appeal Purchaser Indemnitees exceeds the Minimum Amount, the Vendor shall be obligated to indemnify the Purchaser and the Purchaser Indemnitees for all of a Final Judgment entered into in those Losses, including the Specified LitigationLosses up to and including the Minimum Amount, or (C) any other fact, event or circumstance involving or relating in any way to but not exceeding the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Fundamental Maximum Amount.

Threshold and Limitations. (a) The No Indemnified Parties Party shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article X ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 300,000 (the “"Threshold”"); provided, however, that once the aggregate Losses such Threshold shall not apply with respect to Indemnity Claims under any Claim based on a breach of the representations and warranties set forth in Section 8.2(1)(a5.11 or Section 5.22 of this Agreement, to the extent that the Losses covered by any such Claim arise from the inadequacy of the reserves or allowances for sales returns or doubtful accounts reflected in the Company's February 28, 1997 balance sheet plus any monthly increases in such reserves or allowances made in the ordinary course of business and consistent with past practices after February 28, 1997 not to exceed (i) 50% of return sales for each month, in the case of the sales returns allowance, and (ii) 0.4% of sales for each month, in the case of the allowance for bad debts and doubtful accounts; and provided further, however, that once such aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total The liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be Shareholders hereunder for Losses incurred by Indemnified Parties is expressly and exclusively limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders Shares pledged pursuant to Section 8.2 with respect 10.6, except to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000the extent otherwise provided in Section 10.6.7 and Section 11.8. (c) No Non-Dissenting Holder shall have, nor shall For purposes of any Non-Dissenting Holder exercise Claim based on a breach of the representations and warranties contained in Section 5.23 or assert (or attempt to exercise or assert), any right 5.11 of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, if to the Surviving Corporation suffers, incurs or otherwise becomes subject to extent that the Losses covered by any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any such Claim arise from the inadequacy of the rights Company's reserve for inventory obsolescence, the reserve for inventory obsolescence contained in the Company's February 28, 1997 balance sheet shall be deemed to be increased by an amount equal to 1% of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemedCompany's sales per month completed after February 28, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of 1997 and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition assertion of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Claim.

Threshold and Limitations. Notwithstanding any other provision of this Agreement, from and after the Effective Time: (a) The No Indemnified Parties Party shall not be entitled to receive any amount in respect of Losses as to which claims for indemnification payment with respect are made under this Article VIII ("Claims"), and no Participating Shareholder shall be obligated to any Indemnity Claim under Section 8.2(1)(a) provide indemnification, unless and until the aggregate amount of all Losses for as to which such Indemnified Parties indemnification otherwise would be otherwise entitled to receive indemnification with respect to Indemnity Claims required under Section 8.2(1)(a) exceed this Agreement exceeds $650,000 500,000 (the “"Threshold”"), and then, subject to paragraph (b) below, only for the amount of such Losses in excess of the Threshold; provided, however, that once the aggregate foregoing limitation shall not apply to any Claim for Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Thresholdresulting from any breach, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach inaccuracy or misrepresentation of the representations, warranties or covenants made by of the Company hereunder; contained in Sections 1.9, 2.1, 2.2, 2.3, 2.5, 2.19, 4.10 and 9.1 hereof. (iib) the total The maximum aggregate liability of the Non-Dissenting Holders pursuant Participating Shareholders for indemnification under this Agreement with respect to Section 8.2 claims made in respect of the Financial Representations shall be limited to the Holdback Escrow Amount. Claims made in respect of the General Representations or in respect of a breach of or noncompliance with any covenant contained in this Agreement, in each case consisting of the dollar amount of Losses in excess of the Threshold, if applicable, may be assessed only against the Escrow Amount and/or the Escrow Common, in each case only to the extent thereof, in accordance with the Escrow Agreement. The Escrow Amount and the Holdback Amount Escrow Common shall be the sole source of monetary recovery exclusive sources from which any Claims for Losses recoverable under this Article VIII may be satisfied, and in no event shall the Participating Shareholders have any Indemnity Claims made by any Indemnified Party hereunder; liability for indemnification under this Article VIII beyond the Escrow Amount and (iii) the total liability Escrow Common. Any Claim paid from the Escrow Amount or the Escrow Common shall be paid to the Surviving Corporation, on behalf of the Non-Dissenting Holders pursuant Indemnified Party, in accordance with this Article VIII and the Escrow Agreement and shall be deemed to Section 8.2 reduce the Escrow Amount or the Escrow Common, as the case may be, pro rata with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited each Participating Shareholder, as determined by reference to $36,500,000the amount of Adjusted Cash Consideration and Escrow Common such Participating Shareholder is entitled to receive in the Merger as compared to all other Participating Shareholders. (c) No Non-Dissenting Holder Subject to the Threshold and the other limitations set forth in this Section 8.3, payment of any Claim required to be paid from the Escrow Common shall havebe made, nor shall any Non-Dissenting Holder exercise or assert in accordance with the Escrow Agreement, by cancellation of a number of shares of Escrow Common equal to the result obtained by dividing the dollar amount of such Claim in excess of the Threshold (or attempt if applicable, and only to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, if extent the Surviving Corporation suffers, incurs or otherwise becomes subject Threshold has not previously been applied to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such termClaims) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)$28.33.

Threshold and Limitations. (a) The No Indemnified Parties Party shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 100,000 (the “"Threshold”"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): Except for liability based on a claim of fraud, the aggregate liability for Losses incurred by any and all indemnified parties (i) for any holders of Company Capital Stock immediately prior to the Effective Time shall be limited to such holder's Escrow Shares and (ii) for any other Indemnified Party shall be limited to a dollar amount equal to the product obtained by multiplying the Escrow Shares by the average of the closing prices of Amazxx.xxx Xxxmon Stock as reported on the Nasdaq 58 National Market for the three consecutive trading days immediately preceding the Closing Date. (c) In seeking indemnification remedy provided by for Losses under Section 8.2 hereof, the Amazxx.xxx Xxxemnified Parties shall first exercise their remedies with respect to the Escrow Shares. Except for liability based on a claim of fraud; (i) no holder of Company Capital Stock immediately prior to the Effective Time shall have any liability to an Amazxx.xxx Xxxemnified Party under this Agreement, except to the extent of such holder's Escrow Shares deposited under the Escrow Agreement, and (ii) the remedies set forth in this Article VIII shall be the sole monetary remedy for exclusive remedies of Amazxx.xxx xxx the other Amazxx.xxx Xxxemnified Parties against any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementholder. (d) The Parties acknowledge An indemnifying party shall not be obligated to defend and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as hold harmless an Indemnified Party) Acquiror shall also , or otherwise be deemedliable to such party, with respect to any claims made by virtue of its ownership the Indemnified Party after the expiration of the stock of the Surviving Corporation, to have incurred Losses applicable time period as a result of and set forth in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to complySection 8.1 hereof. (e) Nothing contained in this Agreement shall limit the rights The amount of any Indemnified Party (i) payment pursuant to seek or obtain from any Person any relief or remedy a Claim under this Article VIII shall be adjusted to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf reflect the net tax effect of such Person, or Claim and any resulting payments received under this Article VIII (iiincluding payments under this Section 8.4(e)) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal Party, and shall further be reduced to reflect any judgment net insurance proceeds received by the Indemnified Party that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination arise out of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Claim for which indemnification is sought.

Threshold and Limitations. (a) The Acquirer Indemnified Parties Parties’ sole and exclusive sources of recovery for indemnification claims under Section 8.1(a) (except with respect to such claims related to breaches or inaccuracies of Specified Representations or Tax Representations) shall not be [***]. (b) Notwithstanding anything to the contrary contained in this Agreement, no Indemnified Party shall be entitled to receive recover any indemnification payment with respect to any Indemnity Claim Damages under Section 8.2(1)(a8.1(a) unless and until the aggregate Losses Damages for which such Indemnified Parties they would otherwise be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a8.1(a) or Section 8.2(b) exceed $650,000 [***] (the “ThresholdIndemnity Deductible”)) at which point such Indemnified Party shall be entitled for indemnification for all Damages in excess of $[***]; provided, however, that once the aggregate Losses with respect Indemnity Deductible shall not apply to Indemnity Claims under Section 8.2(1)(a(x) exceed the Thresholdany claims for Fraud, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(aor (y) without regard any Damages related to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged inaccuracy in or breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability any of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to Specified Representations or the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000Tax Representations. (c) No Non-Dissenting Holder In no event shall have, nor shall (x) any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other Company Stockholder’s aggregate liability to which such Non-Dissenting Holder may become subject the Acquirer Indemnified Parties or (y) Acquirer’s aggregate liability to the Company Securityholder Indemnified Parties for indemnification claims pursuant to this Article VIII exceed an amount equal to the aggregate consideration paid by Acquirer to the Company Stockholders under or in connection with this AgreementAgreement [***], other than for Fraud. (d) The Parties acknowledge Notwithstanding anything contained in this Agreement or elsewhere to the contrary, “material” and agree that, if “Material Adverse Effect” or similar materiality type qualifications contained in the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any representations and warranties of the rights Company set forth in this Agreement shall be ignored under this Article VIII for purposes of determining whether or not a breach or inaccuracy of a representation or warranty has occurred and for purposes of determining the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue amount of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to complyany Damages. (e) Nothing contained in this Agreement The representations, warranties and covenants of the Company and the Stockholder Agent, and any Acquirer Indemnified Party’s right to indemnification with respect thereto, shall limit the rights not be affected or deemed waived by reason of any investigation made by or on behalf of any Acquirer Indemnified Party (iincluding by any of its representatives) to seek or obtain from by reason of the fact that any Person any relief or remedy to which such Acquirer Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which of its representatives knew or should have known that any such Indemnified Party may otherwise representation or warranty is, was or might be entitledinaccurate. (f) For the avoidance of doubt and notwithstanding Notwithstanding anything to the contrary (express or implied) herein: , there shall be no maximum liability for Damages caused by Fraud by any party who committed, participated in or had actual knowledge of such Fraud. (ig) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether Payments by an Indemnifying Party pursuant to Section 8.1 or Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result in respect of any settlement Damages shall be net of the Specified Litigation after the Litigation Resolution Date any insurance proceeds or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs third party indemnity or expenses incurred contribution payments actually received by the Indemnified Parties Party in prosecuting respect of such Damages less any deductibles, costs and expenses incurred in connection with making any claim or defending pursuing or obtaining such appeal insurance proceeds or third party indemnity or contribution payments, and any judgment that may be entered against the Company as a result of additional proceedings related increases in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial insurance premiums or any combination of the foregoing)other chargebacks; provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall Indemnified Party has any of the Non-Dissenting Holders have obligation to seek to recover any entitlement insurance proceeds or third party indemnity or contribution payments or to pursue or obtain any payment insurance claims or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date third party indemnity or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)contribution payments.

Threshold and Limitations. (a) The Indemnified Parties Purchaser shall not be entitled to receive recover any indemnification payment with respect Loss for or arising out of any breach of the representations, warranties or covenants of the Vendors or the Corporation in this Agreement (the “Purchaser Claims”) unless, and only to any Indemnity Claim under Section 8.2(1)(a) until the extent that, the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Purchaser Claims under Section 8.2(1)(a) exceed US $650,000 100,000 (the “Threshold”); provided. Notwithstanding the foregoing, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties Purchaser shall be entitled to indemnification recover for any Purchaser Claim based upon a claim of fraud, willful concealment or willful misleading or any breach of the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) Specified Representations and Warranties, without regard to the Threshold. (b) Subject The aggregate liability of the FM Trust and/or the Trustee with respect to Section 8.3(e): any Claim (i) including the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for Purchaser Claims based on a claim of fraud, willful concealment or willful misleading or any alleged breach of the representations, warranties or covenants made by the Company hereunder; (iiSpecified Representations and Warranties) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amountamount of US $1.00, and provided, however, that the Holdback Amount shall be the sole source of monetary recovery foregoing clause in no way limits Honda’s liability for any Indemnity such Claims. Except for the Purchaser Claims made by based upon a Claim of fraud, willful concealment or willful misleading or any Indemnified Party hereunder; breach of the Specified Representations and (iii) Warranties, the total aggregate liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims Honda for actual damages shall be limited to the amount of US $36,500,0002,550,000 (the “Cap”). With respect to any Claim based on a claim of fraud or willful concealment or willful misleading or any breach of the Specified Representations and Warranties, the liability of Honda for actual damages shall be limited to the amount of the Final Purchase Price actually received by Honda; provided, that the representations of each Vendor in Sections 5.1, 5.2 and 5.3 and covenants of each Vendor in this Agreement are several and not joint, such that (except as expressly stated in Sections 5.7(1)(b) and 5.7(1)(d)) no Vendor shall be liable for the breach of any such representation, warranty or covenant other than those made by such Vendor, as the case may be. (c) No Non-Dissenting Holder If a payment is received by the Purchaser hereunder, and Purchaser or the Corporation later receives insurance proceeds in respect of the related damages, Purchaser shall havereturn to the Vendors within 10 days of the receipt of such insurance proceeds net of expenses related to obtaining such proceeds, nor shall any Non-Dissenting Holder exercise or assert the lesser of (or attempt A) the actual amount of insurance proceeds net of such expenses, and (B) the actual amount previously paid by the Vendors with respect to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementdamages. (d) The Parties acknowledge Notwithstanding anything in this Agreement to the contrary: (a) each Vendor acknowledges and agree thatagrees that it does not have any right of indemnification, if contribution or reimbursement from or remedy against the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of any indemnification it is required to make under or in connection with any arising out of the breach or inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement covenant or covenant, then (without limiting any other obligation of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained Vendor in this Agreement shall limit the rights of or in any Indemnified Party (i) to seek certificate, document or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) instrument delivered in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amountconnection herewith; and (iib) in no event shall each Vendor hereby releases, waives and forever discharges any right to indemnification, contribution or reimbursement that it may have at any time against the Corporation under or arising out of the Non-Dissenting Holders have any entitlement to any payment breach or benefit whatsoever by reason of (A) any reduction in the amount inaccuracy of any Final Judgment entered by the court representation, warranty, covenant or other obligation of such Vendor in this Agreement or in any certificate, document or other instrument delivered in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)herewith.

Threshold and Limitations. (a) The Except in connection with indemnification claims arising out IntelliPrep Losses or Click2learn Losses based on fraud, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(a8.2 or 8.3 ("Claims") until the aggregate Losses or Click2learn Losses, as applicable, for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 25,000 (the “"Threshold”"); provided, however, that once the such aggregate IntelliPrep Losses with respect to Indemnity Claims under Section 8.2(1)(a) or Click2learn Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification only for the aggregate amount of all IntelliPrep Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to or Click2learn Losses in excess of the Threshold. The limitations set forth in this Section 8.5(a) shall not apply to any claims asserted by Click2learn against the Principals pursuant to Section 8.4. (b) Subject Except for Click2learn Losses based on fraud, the aggregate liability of any stockholder of IntelliPrep pursuant to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 8 shall be limited to the Holdback Amounthis, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability her or its pro rata portion of the Non-Dissenting Holders pursuant to Indemnification Escrow Shares or the Special Liability Escrow Shares, as applicable, as determined under Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,0008.5(d). (c) No Non-Dissenting Holder Except for IntelliPrep Losses based on fraud, the aggregate liability of Click2learn pursuant this Article 8 shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt be limited to exercise or assert), any right an amount equal to the product of contribution, right 181,250 multiplied by the average of indemnity or other right or remedy against Acquiror or against the Surviving Corporation closing price of the Click2learn Common Stock for the ten trading days prior to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementthe Effective Date. (d) The Parties acknowledge Except for claims based on fraud or intentional misrepresentation, an indemnifying party shall not be obligated to defend and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as hold harmless an Indemnified Party) Acquiror shall also , or otherwise be deemedliable to such party, with respect to any claims made by virtue of its ownership the Indemnified Party pursuant to Section 8.2 or Section 8.3 after the expiration of the stock Survival Period, except that indemnity may be sought after the expiration of the Surviving Corporation, Survival Period if the process to make a claim for indemnification shall have incurred Losses as a result been initiated prior to the expiration of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to complytime period. (e) Nothing contained The indemnification obligations of stockholders under this Article 8 shall be satisfied only by forfeiture to the Click2learn Indemnified Parties of his, her or its pro rata portion of the Indemnification Escrow Shares or the Special Liability Escrow Shares, as applicable in accordance with the provisions of this Article 8 and the Indemnification Escrow Agreement or Special Liability Escrow Agreement, as applicable. The aggregate value of Claims paid by means of the forfeiture to Click2learn of Indemnification Escrow Shares shall limit be deemed to reduce the rights total Merger Consideration otherwise payable to the stockholders of any Indemnified Party (i) IntelliPrep pursuant to seek Section 1.7. Any such claims shall be deemed to reduce the Indemnification Escrow Shares or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law the Special Liability Escrow Shares, as applicable, pro rata, with respect to any fraudeach stockholder or each Principal, intentional misrepresentation or willful misconduct committed as determined by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything reference to the contrary herein: (i) number of shares of Click2learn Common Stock such stockholder is entitled to receive in the event that the Litigation Resolution Date is prior Merger as compared to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any all other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)stockholders.

Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VI ("Claims") until the aggregate Losses for which such Indemnified ------ Parties would otherwise be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 75,000 (the “"Threshold”"); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the ---------- Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total The aggregate liability of the Non-Dissenting Holders Members pursuant to Section 8.2 shall be limited to this Article VI (except for Losses based on fraud or the Holdback Amountrepresentations and warranties in Article IIA or, in the case of XxXxx Xxxxxxx and the Holdback Amount shall be the sole source of monetary recovery for Xxxxx X. Xxxxx, any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability Losses arising out of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims Litigation) shall be limited to $36,500,0002.92 million, of which $1.75 million (60%) shall be allocated to the Class A Member and $1.17 million (40%) shall be allocated to the Class B Members (pro rata among the Class B Members according to the portion of the total Class B Consideration that each Class B Member received under Section 1.3). (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor shall or otherwise be liable to such party, with respect to any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right claims made by the Indemnified Party after the expiration of contribution, right of indemnity the Survival Period or other right applicable time limitation described in Section 6.1, except that indemnity may be sought after the expiration of the Survival Period or remedy against Acquiror or against other applicable time limitation if a Claim Notice (as defined below) shall have been delivered to the Surviving Corporation Members prior to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementthe end of the Survival Period. (d) The Parties acknowledge and agree thatNotwithstanding the foregoing, if the Surviving Corporation suffers, incurs Losses incurred by any Onyx Indemnified Party arising out of or otherwise becomes subject with respect to any Losses as a result of inaccuracy or in connection with any inaccuracy misrepresentation in, or breach of or failure to perform or comply withof, any representationrepresentation or warranty contained in Section 2.3 shall not be subject to the Threshold, warranty, obligation, agreement or covenant, then (without limiting any of but shall instead be indemnified by the rights of Members from the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to complyfirst dollar incurred. (e) Nothing contained in this Agreement shall limit the rights of any An Indemnified Party (i) shall not be entitled to seek receive any indemnification payment and no indemnifying party shall be obligated to defend or obtain from any Person any relief hold harmless an Indemnified Party, or remedy otherwise be liable to which such Indemnified Party may otherwise be entitled under applicable Law with respect to for any fraudLoss incurred by such Indemnified Party, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which unless such Indemnified Party pursues its claim for such Loss against all Members from whom indemnification may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to sought under Section 8.2 or otherwise, 6.2 for any Losses suffered or incurred by any their Percentage Allocation of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing)Loss; provided, provided however, that notwithstanding the foregoingnothing in this Section 6.3(e) shall require Onyx to pursue any claim for any Loss against any individual Member if, in Onyx's good faith estimate, the Aggregate Transaction Value shall cost of pursuing such claim against such party would exceed the anticipated Loss or Losses that would be reduced (in accordance the definition of recoverable from such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)party.

Threshold and Limitations. (a) The No Indemnified Parties Party shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 150,000 (the “"Threshold”"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification only for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to which exceed the Threshold. (b) Subject In no event shall the liability of the Shareholders hereunder for Losses incurred by Indemnified Parties exceed an amount equal to Section 8.3(e): 50% of number of shares of Sierra Common Stock issued to the Shareholders pursuant to the Merger (irounded to the nearest whole share) multiplied by the average of the last reported sale prices of Sierra Common Stock on the Nasdaq National Market over the five consecutive trading days ending with the Closing Date. (c) The parties agree that, prior to submitting any Claim, they shall use reasonable efforts to determine the amount, if any, by which their Losses would be offset by Sierra's recovery of insurance proceeds and reduction of tax liabilities -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 46 54 and to provide the Shareholders notice of and a description of such determination. Any liability of the Shareholders for indemnification remedy provided by under this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited reduced to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary extent any Losses specified in a Claim are reduced by such a recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementreduction. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any No Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise shall be entitled under applicable Law to receive any indemnification payment with respect to any fraud, intentional misrepresentation or willful misconduct committed Claims under this Article VIII which are first asserted by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such an Indemnified Party may otherwise be entitled. (f) For after the avoidance first anniversary of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date).

Threshold and Limitations. (a) The Acquirer Indemnified Parties’ sole and exclusive sources of recovery for indemnification claims under Section 8.1(a) shall be [***]. (b) Notwithstanding anything to the contrary contained in this Agreement, no Acquirer Indemnified Party shall be entitled to recover any Damages under Section 8.1(a) unless and until the aggregate Damages for which they would otherwise be entitled to indemnification under Section 8.1(a) exceed $[***] (the “Indemnity Deductible”) (at which point the Acquirer Indemnified Parties shall not be become entitled to receive any indemnification payment with respect to any be indemnified for all such Damages, and not only for such Damages in excess of the Indemnity Claim under Section 8.2(1)(a) until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (the “Threshold”Deductible); provided, however, that once the aggregate Losses Indemnity Deductible shall not apply to (i) any claims for Fraud or (ii) any Damages related to the inaccuracy in or breach of any of the Specified Representations or Tax Representations. Notwithstanding anything to the contrary in this Agreement, with respect to Indemnity Claims under Section 8.2(1)(a) exceed any claim or series of claims related to the Threshold, such same underlying facts as to which the Acquirer Indemnified Parties shall Party may be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to 8.01(a), the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII Company Securityholders shall not be the sole monetary remedy liable for any alleged breach of Damages which do not exceed $[***] (which Damages shall not be counted toward the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000Deductible). (c) No Non-Dissenting Holder Notwithstanding anything contained in this Agreement or elsewhere to the contrary, “material” and “Material Adverse Effect” or similar materiality type qualifications contained in the representations and warranties of the Company set forth in this Agreement shall have, nor shall be ignored under this Article VIII for purposes of determining whether or not a breach or inaccuracy of a representation or warranty has occurred and for purposes of determining the amount of any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this AgreementDamages. (d) The Parties acknowledge representations and agree thatwarranties of the Company contained in Article II of this Agreement, if the Surviving Corporation suffers, incurs or otherwise becomes subject and any Acquirer Indemnified Party’s right to indemnification with respect to any Losses as a result of or inaccuracy in connection with any inaccuracy in, or breach of any such representations or failure to perform warranties, shall not be affected or comply with, deemed waived by reason of any representation, warranty, obligation, agreement investigation made by or covenant, then on behalf of any Acquirer Indemnified Party (without limiting including by any of the rights its representatives) or by reason of the Surviving Corporation as an fact that any Acquirer Indemnified Party) Acquiror shall also be deemed, by virtue Party or any of its ownership representatives knew or should have known that any such representation or warranty is, was or might be inaccurate. 72 (e) Notwithstanding anything to the contrary (express or implied) herein, there shall be no maximum liability for Damages for any Company Securityholder caused directly by Fraud committed by such Company Securityholder or Fraud of the stock which it, he or she had actual knowledge. (f) Damages shall be calculated net of actual recoveries under insurance policies of the Surviving Corporation, to have incurred Losses as a result Acquirer or any of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. its Subsidiaries (e) Nothing contained in this Agreement shall limit the rights net of any Indemnified Party applicable collection costs or expenses and reserves, deductibles, premium adjustments or retrospectively rated premiums), it being understood that (i) the Acquirer Indemnified Parties shall use commercially reasonable efforts to seek or obtain from recovery under any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law insurance policies with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing)particular Damages; provided, however, that notwithstanding the foregoingsuch obligation shall not include any requirement to commence any Legal Proceeding to obtain such recovery, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) the Acquirer Indemnified Parties shall use commercially reasonable efforts to mitigate Damages in no event accordance with applicable Law; provided, that this clause (ii) shall any of the Non-Dissenting Holders have any entitlement not apply to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Taxes.

Threshold and Limitations. (a) The Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("CLAIMS") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 100,000 (the “Threshold”"THRESHOLD"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject Except for Losses based on fraud, the aggregate total liability of the Stockholders pursuant to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be limited to $50,000,000 and the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 each Stockholder shall be limited to the Holdback Amount, and aggregate dollar value (based on the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iiiBase Price) the total liability of the Non-Dissenting Holders Merger Consideration to which such Stockholder is entitled pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,0001.7.1. (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor shall or otherwise be liable to such party, with respect to any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right claims made by the Indemnified Party after the expiration of contribution, right of indemnity the Survival Period or other right applicable time limitation described in Section 8.1, except that indemnity may be sought after the expiration of the Survival Period or remedy against Acquiror or against other applicable time limitation if a Claim Notice (as defined in Section 8.5(a)) shall have been delivered to the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under Stockholder Representative, or in connection with this Agreementthe case of a Claim against World Investments, Inc. to World Investments, Inc. prior to the expiration of such time period. (d) The Notwithstanding the foregoing, Losses incurred by the ShopNow Indemnified Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs arising out of or otherwise becomes subject with respect to any Losses as a result of inaccuracy or in connection with any inaccuracy misrepresentation in, or breach of or failure to perform or comply withof, any representation, warranty, obligation, agreement representation or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing warranty contained in this Agreement Sections 2.3, 2A.2 and 2A.5 shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise not be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything subject to the contrary herein: (i) Threshold set forth in the event that the Litigation Resolution Date is prior to the Closing DateSection 8.4(a), the Non-Dissenting Holders but shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred instead be indemnified by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against Stockholders from the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)first dollar incurred.

Threshold and Limitations. (a) The Indemnified Parties Persons shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(a) this Article VI until the aggregate Losses Loss for which such Indemnified Parties Persons would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed exceeds $650,000 50,000 (the “Threshold”); provided, however, that once in which case the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties Persons shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard Losses, including those below the Threshold (subject to the Thresholdterms and conditions of this Article VI). Notwithstanding the foregoing, the Threshold shall not apply to any liability(ies) arising from the Excluded Losses (defined in Section 6.6(b) below). (b) Subject to Section 8.3(e): Notwithstanding any other provision of this Agreement, other than an obligation for Losses from a Third Party Claim (including obligations imposed by the Internal Revenue Service) arising under: (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged a breach of any representation or warranty herein with respect to the representationsQ2 Retirement Savings Plan (Money Purchase Plan) or the Q2 Retirement Savings Plan (401(k) Profit Sharing Plan), warranties provided that this clause (i) shall not apply to any Losses arising (or covenants made any increase in Losses occurring) after Closing as a direct or indirect result of (x) any action or inaction by any Parent Group Member that is not commercially reasonable, (y) the Company hereundertermination of the Q2 Retirement Savings Plan (Money Purchase Plan) or the Q2 Retirement Savings Plan (401(k) Profit Sharing Plan) other than Losses related thereto which would have arisen had such Plan been terminated prior to Closing, or (z) the merger of the Q2 Retirement Savings Plan (Money Purchase Plan) or the Q2 Retirement Savings Plan (401(k) Profit Sharing Plan) into (or the transfer or rollover of any accounts or assets from either such Plan to) any other plan; (ii) a claim by Lxxx Xxxx or Bxxx Xxxxxxx under their respective employment agreements with the total Company arising from a breach of any representation or warranty of Sole Shareholder hereunder; (iii) a breach of Company’s and Sole Shareholder’s representations and warranties contained in Section 2.26; (iv) a breach of Sole Shareholder’s covenants contained in Section 5.2(b); or (v) a breach of Company’s and Sole Shareholder’s representations and warranties contained in Section 2.2 (clauses (i) through (iv) collectively, the “Excluded Losses”), the aggregate liability of the Non-Dissenting Holders Sole Shareholder pursuant to Section 8.2 this Article VI shall be limited to twenty-five percent (25%) of Merger Consideration received by Sole Shareholder. Furthermore, the aggregate liability of Sole Shareholder pursuant to this Article VI (including, without limitation, under the Excluded Losses and this clause (b)(v)) shall be limited to the Holdback AmountMerger Consideration. Notwithstanding any other provision of this Agreement, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total aggregate liability of the Non-Dissenting Holders Parent pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims this Article VI shall be limited to $36,500,000the Merger Consideration. For purposes of this Section 6.6(b), liabilities or compliance issues in Sections 2.2(b), 2.2(c), 2.8, 2.9, 2.11(a), 2.13(a)(ii), 2.13(a)(y), 2.13(a)(xii), 2.23(d), 2.23(e), 2.23(h)(ii), of the Disclosure Schedules and relating to Excluded Losses shall not be deemed to be disclosed on the Company Disclosure Schedule. (c) No NonAny Losses that are the subject of indemnification claims made under this Article VI will, in each case, be net of any insurance proceeds and near-Dissenting Holder term net tax savings actually received by an Indemnified Person (after taking into account the tax effect of the indemnity payment) as a result of the incident that is the subject of the indemnification claim; provided that the Indemnified Person shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt be under no obligation to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementmaximize tax benefits. (d) The Parties acknowledge and agree thatNotwithstanding any other Section of this Agreement (including any Exhibit or Schedule hereto) (collectively, if the Surviving Corporation suffers, incurs or otherwise becomes subject “Transaction Documents”) no party will be liable to any Losses as a result of or other party in connection with any inaccuracy inof the Transaction Documents, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of transactions contemplated hereby or thereby, for any consequential, incidental or punitive damages. Each party hereby expressly releases the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemedother party, by virtue of its ownership of the stock of the Surviving CorporationAffiliates, to have incurred Losses as a result of and in connection with their respective directors, officers, employees, agents and representatives from any such inaccuracyliability for consequential, misrepresentation, breach, failure to perform incidental or failure to complypunitive damages. (e) Nothing This Article VI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the transactions contemplated hereby. Any payments under this Article VI shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything treated as adjustments to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Consideration.

Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(a) this Article 6 until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 200,000 (the “"Threshold”"); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) losses exceed the --------- -------- ------- Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): Except for Losses based on fraud, (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for with respect to any alleged breach of the representationsKey Stockholder, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders such Key Stockholder pursuant to Section 8.2 this Article 6 shall be limited to the Holdback Amountdollar value of the Merger Consideration to which such Key Stockholder was entitled at the Effective Time, and any claims for indemnification made by any WatchGuard Indemnified Party against the Holdback Amount Key Stockholders shall be satisfied first by forfeiture of the Escrow Shares pursuant to the terms of the Escrow Agreement and, to the extent the Escrow Shares are insufficient to satisfy such claims, by forfeiture of Retention Shares pursuant to the terms of the Retention Agreements or by payment of cash by the Key Stockholders pursuant to the terms of this Article 6; (ii) with respect to any other Stockholder, the total liability of such Stockholder pursuant to this Article 6 shall be limited to the dollar value of such Stockholder's pro rata portion of the Escrow Shares, and resort to such Escrow Shares shall be the sole source remedy and method of monetary recovery recourse for any Indemnity Claims claim for indemnification made by any WatchGuard Indemnified Party hereunderunder this Article 6; and and (iii) the total liability of the Non-Dissenting Holders WatchGuard pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims this Article 6 shall be limited to $36,500,000the aggregate dollar value of the Merger Consideration (with shares of WatchGuard Common Stock valued for purposes of this Section 6.4(b) according to the Base Price). (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor shall or otherwise be liable to such party, with respect to any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity claims made by the Indemnified Party after the Escrow Termination Date or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or applicable time limitation described in connection with this AgreementSection 6.1. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding Notwithstanding anything to the contrary herein: (i) , any Stockholder may elect to pay any claim for indemnification under this Article 6 in cash in lieu of Indemnification Escrow Shares in accordance with the procedures set forth in the event that Escrow Agreement or, in the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any case of the Indemnified Parties or to which any Key Stockholders, in lieu of Retention Shares, in accordance with the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into procedures set forth in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Retention Agreement.

Threshold and Limitations. (a) The Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article V ("CLAIMS") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under exceed (i) in the case of Losses arising out of the matters described in subsections (i), (ii), (iv) or (v) of Section 8.2(1)(a5.3, $50,000 or (ii) exceed in the case of Losses arising out of the matters described in subsection (iii) of Section 5.3, $650,000 150,000 (each, where applicable, the “Threshold”"THRESHOLD"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) Except for Losses based on fraud, the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the aggregate total liability of the Non-Dissenting Holders Principal Shareholders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims this Article V shall be limited to $36,500,00050,000,000. (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor shall or otherwise be liable to such party, with respect to any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right claims made by the Indemnified Party after the expiration of contribution, right of indemnity the Survival Period or other right applicable time limitation described in Section 5.1, except that indemnity may be sought after the expiration of the Survival Period or remedy against Acquiror or against other applicable time limitation if a Claim Notice (as defined in Section 5.5(a)) shall have been delivered to the Surviving Corporation Shareholder Representative prior to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which the expiration of such Non-Dissenting Holder may become subject under or in connection with this Agreementtime period. (d) The Parties acknowledge and agree thatExcept for Losses based on fraud, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any obligation of the rights Principal Shareholders to indemnify the ShopNow Indemnified Parties under this Article V shall be the sole and exclusive remedy of the Surviving Corporation as an ShopNow Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in Parties under this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Principal Shareholders.

Threshold and Limitations. (a) The Indemnified Parties shall not Notwithstanding Section 13.1, the Vendor's obligation to indemnify the Purchasers in respect of Losses for breaches or inaccuracies of one or more representations or warranties will be entitled applicable only to receive any indemnification payment the extent that the aggregate of all such Losses is in excess of CDN$204,697.50 (the "Threshold") (and then only with respect to any Indemnity Claim under Section 8.2(1)(a) until that portion of the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (the “Threshold”); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled ) up to indemnification for the aggregate a maximum amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject to Section 8.3(e): (i) the indemnification remedy provided by this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, CDN$5,848,500 for any Losses suffered or incurred by any the Purchasers within 6 months of the Indemnified Parties Closing Date and for which notice has been given to the Vendor in accordance with Section 13.4 on or prior to the date which any of is 6 months following the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Closing Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing"Step Down Date"); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) CDN$3,509,100 less any amounts payable under (i) above, for any such Losses suffered or incurred by the Purchasers after the Step Down Date or for which notice has been given to the Vendor in no event shall any accordance with Section 13.4 after the Step Down Date. (b) Notwithstanding Section 13.2 hereof, the Purchasers' obligation to indemnify the Vendor in respect of Losses for breaches or inaccuracies of one or more representations or warranties will be applicable only to the extent that the aggregate of all such Losses is in excess of the Non-Dissenting Holders have Threshold up to a maximum amount of CDN$5,848,500 for any entitlement Losses suffered or incurred by the Vendor within 6 months of the Closing Date and for which notice has been given to the Purchasers in accordance with Section 13.4 on or prior to the date which is 6 months following the Closing Date (the "Step Down Date"); and (ii) CDN$3,509,100 less any payment amounts payable under (i) above, for any such Losses suffered or benefit whatsoever incurred by reason the Vendor after the Step Down Date or for which notice has been given to the Purchasers in accordance with Section 13.4 after the Step Down Date. (c) An indemnified party may recover once in respect of each Loss, and no liability shall attach to the indemnifying party in respect of any representation and warranty contained in this Agreement or any other document referred to herein to the extent that the indemnified party has recovered from the other in respect of the same Loss under any other representation and warranty in this Agreement or any other document referred to herein. (Ad) In calculating the liability of the Vendor in respect of any reduction representation or warranty contained in this Agreement or any other document referred to herein, there shall be taken into account the amount by which any taxation, for which the Purchaser is now or in the future accountable or liable to be assessed, is ultimately reduced or extinguished as a result of the matter giving rise to such liability. (e) In respect of any Loss that is covered by insurance, the indemnified party shall deduct the actual amount of any Final Judgment entered insurance proceeds received by the court indemnified party in connection with respect of a Loss from the Specified Litigation following indemnification amount to be paid. (f) To the Litigation Resolution Dateextent that any breach of any representation or warranty contained in this Agreement is capable of remedy, the indemnified party shall afford the indemnifying party a reasonable opportunity of not more than 30 days unless otherwise agreed, for the indemnified party to remedy the matter complained of. (Bg) any settlement If Environmental Laws change after the Closing Date or the Real Property Purchaser changes the use of the Specified Litigation following Real Property, the Litigation Resolution Date Vendor's liability in respect of the representations and warranties contained in Section 5.26 shall not be greater than it would have been had such laws or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)use not changed.

Threshold and Limitations. (a) The Except for Losses based on fraud, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("CLAIMS") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 100,000 (the “Threshold”"THRESHOLD"); provided, however, that (i) the Threshold shall not apply to Losses specified under clause 8.2(c) above and (ii) once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (b) Subject Except for Losses based on fraud (with respect to Section 8.3(e): (i) which there shall be no limitation of liability), the indemnification remedy provided by aggregate liability of any Shareholder pursuant to this Article VIII shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000Shares. (c) No Non-Dissenting Holder An indemnifying party shall havenot be obligated to defend and hold harmless an Indemnified Party, nor or otherwise be liable to such party, with respect to any claims made by the Indemnified Party after the expiration of the Survival Period or other applicable time limitation described in Section 8.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice (as defined in Section 8.5(a)) shall any Non-Dissenting Holder exercise have been delivered to ImageX or assert the Shareholder Representative (or attempt to exercise or assertas defined in Section 8.7 below), any right as the case may be, prior to the expiration of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreementtime period. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any indemnification obligations of the rights Shareholders under this Article VIII shall be satisfied by forfeiture to ImageX of the Surviving Corporation as an Indemnified PartyHoldback Shares, in accordance with the provisions of this Article VIII. The number of Holdback Shares to be forfeited to ImageX in payment of any Claims shall be determined by dividing (x) Acquiror shall also be deemed, the aggregate dollar amount of such Claims by virtue (y) the Closing Average. The aggregate value of its ownership Claims paid by means of the stock forfeiture to ImageX of Holdback Shares shall be deemed to reduce the total Merger Consideration otherwise payable to the Shareholders of the Surviving CorporationCompany pursuant to Section 1.7 of this Agreement. Any such claims shall be deemed to reduce the Holdback Shares, to have incurred Losses as a result of and in connection with such inaccuracypro rata, misrepresentation, breach, failure to perform or failure to comply. (e) Nothing contained in this Agreement shall limit the rights of any Indemnified Party (i) to seek or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law with respect to any fraudeach Shareholder, intentional misrepresentation or willful misconduct committed as determined by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything reference to the contrary herein: (i) number of shares of ImageX Common Stock such shareholder is entitled to receive in the event that the Litigation Resolution Date is prior Merger as compared to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any all other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Shareholders.

Threshold and Limitations. (a) Except for liability based on fraud or breach of any representation or warranty with respect to Tax (with respect to which there shall be no limitation) and breach of Section 3.3 (Capitalization), each Shareholder's aggregate indemnification obligations pursuant to this Article IX shall be limited to that Shareholder's Percentage Share of the "Maximum Liability Amount." The Maximum Liability Amount shall be **** Australian dollars; provided, however, on the date that the initial Federal Securities laws transfer restrictions applicable to the N2H2 Common Stock received by a Shareholder at Closing cease, the Maximum Liability Amount applicable to that Shareholder shall become the Australian dollar equivalent of an amount equal to the product of the number of shares of N2H2 Common Stock issued to the Shareholder at Closing times the average of the high and low daily price per share of N2H2 Common Stock as reported on the NASDAQ national market on the trading day that such transfer restrictions cease, but in no event shall the maximum liability amount exceed **** Australian Dollars. If the Maximum Liability Amount for any Shareholder is reduced in accordance with the foregoing, and that Shareholder has previously paid indemnity obligations under this Article IX to N2H2 Indemnified Parties in excess of the Shareholder's Percentage Share of the reduced Maximum Liability Amount, the N2H2 Indemnified Parties shall not refund such excess to that Shareholder. (b) The Escrow Shares shall be held for the Survival Period, except that, to the extent permitted under the Escrow Agreement, Escrow Shares may be withheld after the expiration of the Survival Period to satisfy claims for indemnification which are the subject of an indemnity claim by an N2H2 Indemnified Party pursuant to a Claim Notice (as defined below) delivered to the Shareholder Representative prior to the expiration of the applicable Survival Period. (c) No Indemnified Party shall be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article IX ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 **** Australian dollars (the “"Threshold”"); provided, however, that once the such aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold. (bd) Subject to In seeking indemnification for Losses under Section 8.3(e): (i) 9.2 hereof, the indemnification remedy provided by this Article VIII N2H2 Indemnified Parties shall be the sole monetary remedy for any alleged breach of the representations, warranties or covenants made by the Company hereunder; (ii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 shall be limited to the Holdback Amount, and the Holdback Amount shall be the sole source of monetary recovery for any Indemnity Claims made by any Indemnified Party hereunder; and (iii) the total liability of the Non-Dissenting Holders pursuant to Section 8.2 first exercise their remedies with respect to Indemnity Claims that are not Pre-Closing Indemnity Claims shall be limited to $36,500,000. (c) No Non-Dissenting Holder shall have, nor shall any Non-Dissenting Holder exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Acquiror or against the Surviving Corporation to satisfy or otherwise seek reimbursement for any indemnification obligation or any other liability to which such Non-Dissenting Holder may become subject under or in connection with this Agreement. (d) The Parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in, or breach of or failure to perform or comply with, any representation, warranty, obligation, agreement or covenant, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Acquiror shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, misrepresentation, breach, failure to perform or failure to complyEscrow Shares. (e) Nothing contained in this Agreement An indemnifying party shall limit the rights of any not be obligated to defend and hold harmless an Indemnified Party (i) to seek Party, or obtain from any Person any relief or remedy to which such Indemnified Party may otherwise be entitled under applicable Law liable to such party, with respect to any fraud, intentional misrepresentation or willful misconduct committed by or behalf of such Person, or (ii) to seek or obtain injunctive relief, specific performance, rescission or any other equitable remedy to which such Indemnified Party may otherwise be entitled. (f) For the avoidance of doubt and notwithstanding anything to the contrary herein: (i) in the event that the Litigation Resolution Date is prior to the Closing Date, the Non-Dissenting Holders shall have no liability, whether pursuant to Section 8.2 or otherwise, for any Losses suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject that exclusively arise from or as a result of any settlement of the Specified Litigation after the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, including any costs or expenses incurred claims made by the Indemnified Parties in prosecuting or defending such appeal and any judgment that may be entered against the Company as a result of additional proceedings in the Specified Litigation Party after the Litigation Resolution Date (including reversal on appeal, entry of judgment after appeal, remand for new trial or any combination expiration of the foregoing); provided, however, that notwithstanding the foregoing, the Aggregate Transaction Value shall be reduced (applicable time period as set forth in accordance the definition of such term) by the Pre-Merger Specified Litigation Loss Amount; and (ii) in no event shall any of the Non-Dissenting Holders have any entitlement to any payment or benefit whatsoever by reason of (A) any reduction in the amount of any Final Judgment entered by the court in connection with the Specified Litigation following the Litigation Resolution Date, (B) any settlement of the Specified Litigation following the Litigation Resolution Date or any appeal of a Final Judgment entered into in the Specified Litigation, or (C) any other fact, event or circumstance involving or relating in any way to the Specified Litigation (whether such fact, event or circumstance exists or occurs prior to or following the Litigation Resolution Date)Section 9.1 hereof.