Common use of Certain Limitations Clause in Contracts

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be Each Shareholder shall have no obligation to indemnify any Buyer Indemnitee for any item of Loss unless all such individual items exceed $200,000 in the aggregate. Cyrk shall have no obligation to indemnify any Seller Indemnitee for any item where of Loss unless all such individual items exceed $200,000 in the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); aggregate. (ii) where No Loss shall be asserted by a Seller Indemnitee or Buyer Indemnitee with respect to any matter (A) which is covered by insurance, to the Losses arising from extent proceeds of such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount insurance are received (net of all such Losses any additional costs incurred by reason of such recovery) or (B) for which any Tax benefit is received by the Indemnified Party exceeds [***] Seller Indemnitee or Buyer Indemnitee, as applicable, to the extent of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and tax benefit. (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or If the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser Closing shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breachoccurred, notwithstanding anything to the contrary contained herein (other than as provided in Section 6.10(d)), after such time that the aggregate of all amounts paid by any Shareholder in respect of any Loss (or a portion thereof) equals $1,125,000 plus five percent (5%) of all amounts paid to any certificate delivered Shareholder pursuant heretoto Section 1.05, such Shareholder shall have no further obligation to indemnify or hold harmless any Buyer Indemnitee for any Loss (or portion thereof) and, after such time that the aggregate of all amounts paid by Cyrk in respect of any Loss (or a portion thereof) equals $2,250,000 plus five percent (5%) of all amounts paid to any Shareholder pursuant to Section 1.05, Cyrk shall have no further obligation to indemnify or hold harmless any Seller Indemnitee for any Loss (or portion thereof); PROVIDED, HOWEVER, that the foregoing limitations on indemnification shall not be applicable to any Loss arising out of a breach of Section 3.20 or Section 6.13 hereof. (civ) Notwithstanding anything If the Closing shall have occurred, each Shareholder's obligation to indemnify a Buyer Indemnitee pursuant to this Section 6.10 shall be payable only by and to the contrary contained herein (unless actually awarded extent of the shares of Cyrk Common Stock received by such Shareholder pursuant to this Agreement, and paid on account of a Third Party Claim ), in no Party event shall such obligation be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution payable in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue cash or any other financial metricform of consideration (other than with respect to breaches of Sections 3.01, in each case3.02, whether based on contract3.03, tort, strict liability, other Law or otherwise, 3.20 and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault6.

Certain Limitations. (a) Notwithstanding the other provisions of The party making a claim under this Article VIIVIII is the “Indemnified Party,” and the party against whom such claim is asserted under this Article VIII is the “Indemnifying Party.” The indemnification provided for in Section 8.2, in respect of any Section 8.3 and Section 8.4 are subject to these limitations: (A) the Indemnifying Party will not be liable to the Indemnified Party for indemnification by Seller or Purchaserunder Section 8.2(A), pursuant to Section 7.1 8.3(A) or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii8.4(A); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party otherwise indemnified against in Section 8.2(A), Section 8.3(A), or Section 8.4(A) exceeds [***] of the Purchase Price Six Hundred Thousand Dollars $600,000.00 (the “Deductible”), at in which time all such event the Indemnifying Party is required only to pay or be liable for Losses in excess of the Deductible Deductible. The Indemnifying Party will not be liable to the Indemnified Party for indemnification under Section 8.2(A), Section 8.3(A) or Section 8.4(A) for any individual or series of related Losses that do not exceed $15,000 (the “De Minimis”), no such Losses will be subject to indemnification hereunder; and (iiiindemnified under Section 8.2(A), Section 8.3(A) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller Section 8.4(A) or counted toward the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerDeductible. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (cB) Notwithstanding anything to the contrary contained herein (unless actually awarded set forth herein, Buyer’s sole recourse against the Indemnifying Members hereunder for all Losses indemnified against in Section 8.2(A) and paid on account of a Third Party Claim Section 8.3(A), no Party other than Losses based on, arising out of, regarding or from any inaccuracy in or breach of any Company Fundamental Representation or Seller Fundamental Representation, shall be liable recovery from the Indemnification Escrow Fund, up to an aggregate amount equal to the Indemnification Escrow Amount, provided that Buyer may seek recovery for all Losses indemnified against in Section 8.2(A) and Section 8.3(A), other than Losses based on, arising out of, regarding or from any (i) special, punitive, exemplary, incidental, consequential inaccuracy in or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value breach of any businessCompany Fundamental Representation or Seller Fundamental Representation, damage under the R&W Insurance Policy, subject to reputation the terms and conditions of the R&W Insurance Policy. For the avoidance of doubt, all Losses based on, arising out of, regarding or loss from any items identified in Section 8.2 (other than Section 8.2(A)) or Section 8.3 (other than Section 8.3(A)) that are not covered under the R&W Insurance Policy, including any inaccuracy in or breach of goodwill any Company Fundamental Representation or Seller Fundamental Representation or any willful or intentional misrepresentation or fraud, shall be recoverable as set forth in Section 8.5(C) below. (iiiC) damages calculated based Subject to Section 8.5(B), any amount payable by the Indemnifying Members to Buyer under this Article VIII shall first be satisfied from the Indemnification Escrow Fund. If the Indemnification Escrow Fund has been exhausted, is unavailable or is insufficient to satisfy in full the amount payable by the Indemnifying Members hereunder, Buyer may recover such amounts directly from the Indemnifying Members, on a multiple joint and several basis, subject to the limitations set forth herein. Subject to Section 8.5(B), any amount payable by any Seller to Buyer under this Article VIII shall first be satisfied from the Indemnification Escrow Fund. If the Indemnification Escrow Fund has been exhausted, is unavailable or is insufficient to satisfy in full the amount payable by such Seller hereunder, Buyer may recover such amounts directly from such Seller, subject to the limitations set forth herein. Any claim under the Indemnification Escrow Fund must be made pursuant to the terms of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwisethe Escrow Agreement. (D) The aggregate amount of all Losses for which an Indemnifying Party is liable under this Agreement shall be limited to the Purchase Price. (E) Each Indemnified Party must take, and whether cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss on learning of any event or not arising from any other Party’s solecircumstance reasonably expected to, joint or concurrent negligencecausing a Loss, strict liability including by using commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other faultsimilar agreements, provided, that such efforts shall not require an Indemnified Party to commence litigation against an insurance provider or other third party. (F) No Losses may be claimed under Section 8.2 or Section 8.3 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price under Section 2.3.

Certain Limitations. The indemnification afforded by this ‎ARTICLE X shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in With respect of any to indemnification by Seller or Purchaser, the Company pursuant to Section 7.1 or Section 7.2‎Section 10.1(a), respectively, the Company’s maximum liability for any Loss suffered by an Investor Indemnified Party (other than any Loss resulting from a Third Party Claim) shall not exceed an amount (the “Company Indemnification Cap”) equal to (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] Hard Cap and the amount of all of the Purchase Price other Obligations owed by the Company Parties to the Investor under this Agreement and the other Transaction Documents (other than the “De Minimis Amount”indemnification amounts payable under ‎Section 10.1(a)) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out as of the same matterdate of determination, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); minus (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all of the payments collected or received by the Investor (and any direct or indirect transferee of the Investor to whom any interest in the Revenue Interests is transferred) hereunder as of such Losses date of determination (other than (A) any payments collected or received as a reimbursement of expenses incurred by the any Investor Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”including attorney’s fees) and (B) any indemnification payments collected or received pursuant to ‎Section 10.1(a)), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and minus (iii) Seller’s the aggregate amount collected or Purchaser’s aggregate Liability for indemnification received by the Investor (and any direct or indirect transferee of the Investor to whom any interest in the Revenue Interests is transferred) pursuant to this Article VII, unless arising the exercise of its rights under ‎Section 10.1(a) (without duplication of any amounts collected or received pursuant to clause (ii)) prior to such date of determination to the extent such amount was not collected or received in connection with Fraud of Seller or the Divesting Entity or a Third Party ClaimsClaim. Notwithstanding the foregoing, will the Company Indemnification Cap shall not exceed [***] of the Purchase Price received apply to any Loss suffered by Sellerany Investor Indemnified Party in connection with a Third Party Claim. (b) IfWith respect to indemnification by the Investor pursuant to ‎Section 10.2, the Investor’s maximum liability shall not exceed an amount equal to the excess (if any) of (i) the aggregate amount of all of the payments collected or received by the Investor from the Company prior to the Closing, Purchaser has had knowledge date of determination (excluding any breach amounts collected or received as a reimbursement of expenses incurred by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein Investor or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of indemnification amounts collected or received in connection with a Third Party Claim ), no Party shall be liable for any (iClaim) special, punitive, exemplary, incidental, consequential or indirect damages, over (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultthe Investment Amount.

Certain Limitations. The party making a claim under this Article VIII is referred to as (the “Indemnified Party”), and the party against whom such claims are asserted under this Article VIII is referred to as (the “Indemnifying Party”). The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Indemnifying Party shall not be applied liable to the Indemnified Party for indemnification under Section 8.02(a) or considered for purposes of calculating Section 8.03(a), as the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amountcase may be, until the aggregate amount of all such Losses incurred by in respect of indemnification under Section 8.02(a) or Section 8.03(a) exceeds the Indemnified Party exceeds [***] of the Purchase Price Threshold Amount (the “Deductible”), at in which time all such event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible will Deductible. With respect to any claim as to which the Indemnified Party may be subject entitled to indemnification hereunder; and (iiiunder Section 8.02(a) Seller’s or Purchaser’s aggregate Liability Section 8.03(a), as the case may be, the Indemnifying Party shall not be liable for indemnification pursuant to this Article VII, unless arising in connection with Fraud any individual or series of Seller or the Divesting Entity or Third Party Claims, will related Losses which do not exceed [***] of the Purchase Price received by SellerMinimum Claim Amount (which Losses shall not be counted toward the Deductible). (b) If, prior to the Closing, Purchaser has had knowledge The aggregate amount of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser all Losses for which an Indemnifying Party shall be deemed to have waived such breach liable pursuant to this Article VIISection 8.02(a) or Section 8.03(a), to sue for damages or assert any other right or remedy arising from any matters relating to such breachas the case may be, notwithstanding anything to shall not exceed fifteen percent (15%) of the contrary contained herein or any certificate delivered pursuant heretoPurchase Price. (c) Notwithstanding anything Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the contrary contained herein (unless actually awarded amount of any liability or damage that remains after deducting therefrom any insurance proceeds and paid on account any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of a Third Party Claim ), no any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any (i) special, punitive, exemplary, incidental, consequential consequential, special or indirect damages, (ii) lost profits including loss of future revenue or lost businessincome, loss of enterprise valuebusiness reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution in of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any businessevent or circumstance that would be reasonably expected to, damage or does, give rise thereto, including incurring costs only to reputation the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this Article VIII for any Losses based upon or loss arising out of goodwill any inaccuracy in or (iii) damages calculated based on a multiple breach of profits, revenue any of the representations or any other financial metric, warranties of Seller contained in each case, whether based on contract, tort, strict liability, other Law this Agreement if Buyer had knowledge of such inaccuracy or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultbreach prior to the Closing.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions of contrary, Seller Parent, Seller and Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses under this Article VII, in respect of any indemnification by Seller or Purchaser, Agreement pursuant to Section 7.1 9.1(a)(i) in excess of $24,000,000; provided, however, that such limitation shall not apply with respect to a breach of a representation or warranty made by Seller (its Subsidiaries or the Other Sellers) in Section 7.24.1, respectively4.2(a), 4.3, 4.5, 4.9 or 4.10. In addition, Seller Parent, Seller and the Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses under this Agreement (including pursuant to Section 9.1(a)(ii), 9.1(a)(iii) or 6.13(e)) in excess of an amount equal to the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller Parent, Seller and the Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 9.1(a)(i), (ix) there will be no obligation with respect to indemnify for any individual item where the Purchaser Loss or series of related Purchaser Losses relating thereto is of less than [***] fifty thousand dollars ($50,000) (the “Minimum Amount”) and (y) unless and until the aggregate Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) subject to such indemnification collectively exceed one percent (1.0%) of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “DeductibleThreshold”), at which time all whereupon such indemnification shall be made by Seller only with respect to the amount of such Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) in excess of the Deductible will be subject Threshold; provided, however, that the Threshold shall not apply to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach of a representation or warranty made by Seller of any representationin Sections 4.1, warranty4.2(a), covenant 4.3, 4.5, 4.9 or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto4.10. (c) Notwithstanding anything The representations and warranties of the Seller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until September 15, 2007; provided that the representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9, 5.1, 5.2(a) and 5.5 shall survive indefinitely and the representations and warranties set forth in Section 4.10 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations with respect to the contrary matters contained herein therein. (unless actually awarded d) The obligations to indemnify and paid on account of hold harmless a Third Party Claim pursuant to Sections 6.14(e), no 9.1(a)(i), 9.1(a)(ii), 9.1(b)(i) or 9.1(b)(ii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall be liable for any have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (istating in reasonable detail the basis of such claim) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. Notwithstanding anything to the contrary in this Agreement, the indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations: (a) Notwithstanding If any claim for indemnification by either Party that is subject to indemnification by the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Party under Section 7.1 9.2(a) or Section 7.29.3(a), respectivelyas applicable, (i) there will be no obligation to indemnify for any individual item where the results in aggregate Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount$50,000, then such Losses shall not be applied deemed Losses under this Agreement and shall not be eligible for indemnification under this Article IX. (b) The Seller shall not be liable to or considered the Buyer Indemnitees for purposes of calculating indemnification under Section 9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.2(a) exceeds $1,500,000 (the following clause (ii“Threshold Amount”); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amountprovided, until however, that once the aggregate amount of all such Losses incurred by exceeds the Indemnified Party exceeds [***] Threshold Amount, then the Buyer shall have the right to recover all such Losses without regard to the Threshold Amount, subject to the other limitations on recovery and recourse set forth in this Agreement. The aggregate amount of all Losses for which the Seller shall be liable pursuant to Section 9.2(a) shall not exceed 10% of the Base Purchase Price (the “DeductibleCap”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything The Buyer shall not be liable to the contrary contained herein (unless actually awarded Seller Indemnitees for indemnification under Section 9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Threshold Amount; provided, however, that once the aggregate amount of all such Losses exceeds the Threshold Amount, then the Seller shall have the right to recover all such Losses without regard to the Threshold Amount, subject to the other limitations on recovery and paid on account recourse set forth in this Agreement. The aggregate amount of a Third Party Claim ), no Party all Losses for which the Buyer shall be liable for pursuant to Section 9.3(a) shall not exceed the Cap. (d) Notwithstanding the foregoing, the limitations set forth in Section 9.4(a), Section 9.4(b) and Section 9.4(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or Tax Representation. (e) For purposes of this Article IX, the amount of any indemnifiable Losses in respect of (but not the inaccuracy in or breach of) any representation or warranty shall be determined without regard to any materiality, Seller Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) Under no circumstances shall any Party be entitled to duplicate recovery under this Agreement with respect to (i) specialany indemnification claim pursuant to this Article IX, punitiveeven though the facts or series of related facts giving rise to such claim may constitute a breach of more than one representation, exemplarywarranty or covenant or agreement set forth herein, incidental, consequential or indirect damagesin any of the agreements or instruments entered into in connection with the Closing, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage adjustments to reputation or loss of goodwill the Purchase Price pursuant to Section 2.4 or (iii) damages calculated based on a multiple of profits, revenue any reimbursement or other obligation hereunder. (g) Notwithstanding any other financial metricprovision in this Agreement, under no circumstances shall (i) the aggregate indemnification to be paid by a Party under this Article IX exceed the Base Purchase Price, except in each case, whether based on contract, tort, strict liability, other Law the case of fraud or otherwise, and whether willful misconduct or not arising from (ii) any other Party’s sole, joint or concurrent negligence, strict liability insurance proceeds or other faultpayment or monetary recoupment received or that are actually realized or obtained by the Indemnified Party (other than payments received from the Seller pursuant to this Article IX) as a result of the events giving rise to the claim for indemnification be applied toward the Cap or other limitation on aggregate indemnification under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 is subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there A Securityholder will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied liable to or considered for purposes of calculating the aggregate amount of Losses Parent Indemnitees under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) equals or exceeds [***] of the Purchase Price $250,000 (the “"Deductible”"), at which time all such Losses in excess of and once this threshold is met, then only for amounts above the Deductible, up to the Cap; provided, however, that the Deductible will be subject shall not apply with respect to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification any breach of any Company Fundamental Representation, any claims made pursuant to this Article VIISections 3.10 or 3.15, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerany claim for Fraud. (b) IfThe aggregate amount of all Losses for which the Securityholders will be liable pursuant to Section 8.02, prior will not exceed an amount equivalent to the ClosingValue of the Retained Parent Common Shares on the Release Date plus any other amounts held in the Indemnification Account from time to time (the "Cap") and, Purchaser has had knowledge with respect to Section 8.02, shall be solely and exclusively recoverable from the Retained Parent Common Shares plus any other amounts held in the Indemnification Account from time to time; provided, however, that the foregoing provision shall not apply with respect to payments required to be made by the Securityholders pursuant to any breach of the representations made in Sections 3.04 and 3.05, and with respect to breach of any breach post-closing covenants that are to be performed after the Release Date, for which the cap will be the Closing Consideration actually received by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert Securityholders plus the Retained Common Shares (including any other right or remedy arising amounts held in the Indemnification Account from any matters relating time to such breach, notwithstanding anything time) and to the contrary contained herein or extent such Losses exceed the amount of Retained Parent Common Shares and any certificate delivered pursuant heretoother amounts available in the Indemnification Account at such time, the excess amount will be recoverable in cash from the Securityholders. (c) Notwithstanding anything The amount of any Loss for which indemnification is available to any Parent Indemnitee under this Article VIII shall be calculated after giving effect to, and to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )extent of, no Party shall be liable for any such amounts (i) special, punitive, exemplary, incidental, consequential or indirect damages, actually recovered by such Party (iiA) lost profits or lost business, loss of enterprise value, diminution in value of under any business, damage insurance policies with respect to reputation or loss of goodwill such Loss or (iiiB) damages calculated based on a multiple of profits, revenue or any other financial metricfrom third parties, in each case, whether based on contract, tort, strict liability, other Law net of any cost and expenses incurred by such Parent Indemnitee in procuring such recovery (including any retention or otherwisedeductible with respect to insurance policies, and whether (ii) specifically taken into account as a deduction to the Closing Consideration in the reconciliation of working capital. The Parent Indemnitees shall use their commercially reasonable efforts to recover under available insurance policies or not arising from any other Party’s soleindemnity, joint or concurrent negligence, strict liability contribution or other faultsimilar agreements for any Losses, but any such efforts shall not be a condition of seeking indemnification under this Agreement.

Certain Limitations. (a) Notwithstanding After the other provisions of this Article VIIClosing, in respect of any indemnification by Seller or Purchaser, pursuant shall not be required to Section 7.1 or Section 7.2, respectively, indemnify the Buyer Indemnitees (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (iiSection 9.2(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price $1,000,000 (the “DeductibleBasket”), at in which time all event Seller shall be responsible for the entire amount of such Losses, or (ii) for Losses in the aggregate in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerEscrow Funds. (b) If, prior Any Buyer Indemnitee shall only be indemnified to the Closingextent of funds available in the Escrow Funds, Purchaser has had knowledge it being understood that such Escrow Funds shall be the sole and exclusive source of recovery and remedy of any breach by Seller of Buyer Indemnitee with respect to any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue claim for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoindemnification under Section 9.2. (c) Notwithstanding anything Buyers shall not be required to indemnify the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any Seller Indemnitees (i) specialfor Losses under Section 9.3(a) until the aggregate amount of all such Losses exceeds the Basket, punitivein which event Buyers shall be responsible for the entire amount of such Losses, exemplary, incidental, consequential or indirect damages, (ii) lost profits for Losses in the aggregate in excess of $10,000,000. (d) For purposes of this Article IX, any inaccuracy in or lost business, loss of enterprise value, diminution in value breach of any businessrepresentation or warranty shall be determined without regard to any knowledge, damage materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to reputation such representation or loss warranty. (e) The representations, warranties and covenants of goodwill Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (iiiincluding by any of its advisors, consultants or Representatives) damages calculated based on a multiple or by reason of profitsthe fact that either Buyer or any of such advisors, revenue consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI. (f) Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of Seller or Buyers, as applicable, in this Agreement or any other financial metricbreach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising connection with any matter with respect to which indemnity is sought from any other Party’s sole, joint or concurrent negligence, strict liability or other faultSeller under this Agreement.

Certain Limitations. Notwithstanding anything contained in this Article VIII to the contrary: (a) Notwithstanding Indemnitor shall not have any liability under Section 8.2(a) or Section 8.3(a) above (as the other provisions case may be) unless the aggregate of all Losses and Litigation Expenses relating thereto for which Indemnitor would, but for this Article VIIproviso, in respect be liable exceeds $1,200,000 (the “Basket”) on a cumulative basis and then only to the extent of any indemnification by Seller or Purchaser, such excess; and the aggregate liability of an Indemnitor pursuant to Section 7.1 8.2(a) or Section 7.2, respectively, 8.3(a) above (ias the case may be) there will be shall in no obligation event exceed an amount equal to indemnify for any individual item where the Losses relating thereto is less than [***] amount finally set forth on Schedule A to the Limited Liability Company Agreement as the “Value of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes Initial Capital Contribution” of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for ▇▇▇▇▇▇. For purposes of calculating the aggregate amount Basket, Losses and Litigation Expenses shall be determined without regard to any qualification of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to any representation or greater than the De Minimis Amountwarranty in any respect by knowledge, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s materiality or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellermaterial adverse effect. (b) IfThe amount of indemnifiable Losses and Litigation Expenses incurred by Indemnitee under this Article VIII, prior shall be (a) reduced by any insurance proceeds actually received by the Indemnitee with respect to the ClosingLoss or Litigation Expense for which indemnification may be sought, Purchaser has had knowledge net of retrospective premium adjustments and similar charges, and (b) reduced by any breach amounts actually recovered from any third parties, by Seller way of any representationindemnification or otherwise, warrantywith respect to the Loss or Litigation Expense for which indemnification may be sought, covenant in each case net of expenses incurred by the Indemnitor in collecting such proceeds or agreement contained in this Agreement and Purchaser proceeds with amounts. In the Closingevent an insurance or other claim by an Indemnitee against a third party is pending at the time indemnification is sought from an Indemnitor, Purchaser no reduction shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything made to the contrary contained herein amount payable by the Indemnitor but, as and when any insurance or third-party proceeds are received by the Indemnitee, the indemnifiable Losses or Litigation Expenses shall be adjusted to reflect the receipt of such proceeds and the Indemnitee shall promptly refund to the Indemnitor any certificate delivered pursuant heretoexcess of the indemnification payment theretofore made over the adjusted amount payable. (c) Notwithstanding anything The liability of an Indemnitor under this Article VIII shall be reduced by the net amount of any tax benefits actually realized by the Indemnitee or its shareholders to the contrary contained herein extent the claim for which indemnification is sought gives rise to a deductible loss or expense. In the event tax benefits have not been actually realized (unless actually awarded and paid on account through a refund of a Third Party Claim or deduction or credit against taxes payable), or the net tax benefit cannot finally be determined, at the time indemnification is sought from an Indemnitor, no Party reduction shall be liable for made to the amount payable by the Indemnitor but, as and when the tax benefits are actually realized and the net amount thereof finally determined, the indemnifiable Litigation Expenses and Losses shall be adjusted to reflect the net tax benefits realized and the Indemnitee shall promptly refund to the Indemnitor any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss excess of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultthe indemnification payment theretofore made over the adjusted amount payable.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) Notwithstanding The Indemnifying Party shall not be liable to the other provisions of this Article VII, in respect of any Indemnified Party for indemnification by Seller or Purchaser, pursuant to under Section 7.1 7.2(a) or Section 7.27.3(a), respectivelyas the case may be, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds [***] an amount equal to two percent (2%) of the Purchase Price Closing Payment (the “Deductible”), at which time all such the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing, the Deductible will be subject shall not apply to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability any claim for indemnification pursuant under Section 7.2(a) or Section 7.3(a) with respect to this Article VIIfraud, unless arising intentional misrepresentation or willful misconduct, and to any inaccuracy in connection with Fraud or breach of any representation or warranty contained in the Seller Fundamental Representations or the Divesting Entity Buyer Fundamental Representations, as applicable or Third Party Claims, will not exceed [***] breach of the Purchase Price received by Sellerany covenants or agreements. (b) IfThe aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, prior shall not exceed an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the aggregate amount for all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, with respect to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal to one hundred percent (100%) of the Purchase Price, and (y) such limitation shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreements. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the Closingnet amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, Purchaser has had knowledge deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other out-of-pocket costs directly related to the insurance claim in respect of Losses) and/or any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the Indemnified Party or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter in respect of which the indemnification claim under Section 7.2 or Section 7.3 was made. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses that any Indemnified Party asserts under this Article VII. (d) Anything to the contrary in this Agreement notwithstanding, (i) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all or any part of any of such Seller’s indemnification obligations under this Article VII, and (ii) for the exclusive purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of either Buyer or either Seller, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation, warranty or covenant giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (e) The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party shall, subject to the terms and conditions of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach by Seller of any such representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with by another Party notwithstanding whether any employee, representative or agent of the Closing, Purchaser shall be deemed Party seeking to have waived such breach pursuant enforce a remedy knew or had reason to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to know of such breach, notwithstanding anything to provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the contrary contained herein or any certificate delivered pursuant heretoDisclosure Schedule. (cf) Notwithstanding anything Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the contrary contained herein option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or its Affiliates by either Buyer or its Affiliates (unless actually awarded including the Acquired Companies) under this Agreement, provided that written notice of such intent to set off is delivered to Seller reasonably in advance of the exercise of such set off. (g) Except for any Third-Party claims under Section 7.5(a) and paid on account of a Third Party Claim )any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost businessprofits, loss of enterprise valueopportunity, diminution in value of increased financing costs, or Losses calculated by reference to any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profitsearnings or earnings before interest, revenue Tax, depreciation or amortization (or any other financial metric, in each casevaluation methodology), whether based on contract, tort, strict liability, other Law liability or otherwise, and whether or not arising from any the other Party’s sole, joint or concurrent negligence, strict liability or other faultfault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions of contrary, SunGard Data shall not be obligated to indemnify Datatel Indemnified Parties for aggregate Datatel Losses under this Article VII, in respect of any indemnification by Seller or Purchaser, Agreement and the Asset Purchase Agreement pursuant to Section 7.1 or 10.1(a) (other than Section 7.2, respectively, (i10.1(a)(v)) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] and Section 10.1(a) of the Asset Purchase Price (the “De Minimis Amount”) (providedAgreement in excess of an amount equal to $1,775,000,000; provided that with respect to Datatel Losses pursuant to Section 10.1(a)(i), that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses SunGard Data shall not be applied obligated to or considered indemnify the Datatel Indemnified Parties for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Datatel Losses in excess of the Deductible will be subject an amount equal to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller$177,500,000. (b) If, prior Notwithstanding anything contained herein to the contrary, SunGard Data shall not be obligated to indemnify the Datatel Indemnified Parties under this Agreement pursuant to Section 10.1(a)(i) with respect to any individual Datatel Loss or series of related Datatel Losses of less than seventy-five thousand dollars ($75,000) (the “Minimum Amount”) and unless and until the aggregate Datatel Losses (excluding individual Datatel Losses or related Datatel Losses less than the Minimum Amount) subject to such indemnification collectively exceed two million dollars ($2,000,000) (the “Threshold”), whereupon such indemnification shall be made by SunGard Data only with respect to the amount of such Datatel Losses (excluding individual Datatel Losses or related Datatel Losses less than the Minimum Amount) in excess of the Threshold. (c) The representations and warranties of the SunGard Entities, the Company and the Datatel Entities contained in Articles IV, V and VI of this Agreement shall not survive the Closing; provided that (i) the Fundamental Representations and the representations and warranties set forth in Sections 5.1 and 6.1 shall survive indefinitely, Purchaser has had knowledge (ii) solely for purposes of any breach by Seller Section 7.4(d)(i)(D), the representations and warranties set forth in Section 5.9 shall survive until sixty (60) days after the expiration of any representationthe applicable statute of limitations, warrantyand (iii) the representations and warranties set forth in Section 5.4(c), covenant or agreement Section 5.20 and Section 5.21 shall survive until the one year anniversary of the Closing. The covenants and agreements contained in this Agreement shall not survive the Closing; provided that (i) the covenants and agreements contained in the Surviving Pre-Closing Covenants shall survive until the one year anniversary of the Closing and (ii) the covenants and agreements contained in this Agreement and Purchaser proceeds the Asset Purchase Agreement to be performed after the Closing shall survive until the date or dates explicitly specified therein or, if not so specified, until performed in accordance with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretotheir terms. (cd) Notwithstanding anything The obligations to indemnify and hold harmless a Party pursuant to Section 10.1(a) (other than Section 10.1(a)(v)) or Section 10.1(b) (other than Section 10.1(b)(iii)) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 10.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the SunGard Indemnified Party or Datatel Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions of contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses (i) under this Article VII, in respect of any indemnification by Seller or Purchaser, Agreement pursuant to Section 7.1 8.1(a)(i) in excess of $5,500,000 (the “Cap”) or Section 7.2(ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(a)(iii)) in excess of an amount equal to the Purchase Price. Notwithstanding anything contained herein to the contrary, respectively, Purchaser shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) there will be no obligation under this Agreement pursuant to indemnify for any individual item where the Losses relating thereto is less than [***] Section 8.1(b)(i) in excess of the Purchase Price (the “De Minimis Amount”) (Cap; provided, however, that such Losses shall be aggregated for purposes of this the limitations set forth in clause (i) if they arise out shall not apply to any breaches of any Fundamental Representation or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(b)(iii)) in excess of an amount equal to the same matterPurchase Price. (b) Notwithstanding anything contained herein to the contrary, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Seller shall not be applied obligated to or considered for purposes of calculating the aggregate amount of Losses indemnify Purchaser Indemnified Parties under the following clause (iithis Agreement pursuant to Section 8.1(a)(i); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all Purchaser Losses subject to such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price indemnification collectively exceed $550,000 (the “Deductible”), at which time all whereupon such indemnification shall be made by Seller only with respect to the amount of such Purchaser Losses in excess of the Deductible; provided, however, that the Deductible will be subject shall not apply to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud any breaches of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior any Fundamental Representation. Notwithstanding anything contained herein to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closingcontrary, Purchaser shall not be deemed obligated to have waived such breach indemnify Seller Indemnified Parties under this Agreement pursuant to this Article VIISection 8.1(b)(i), to sue for damages or assert any other right or remedy arising from any matters relating unless and until the aggregate Seller Losses subject to such breachindemnification collectively exceed the Deductible, notwithstanding anything whereupon such indemnification shall be made by Purchaser only with respect to the contrary contained herein or amount of such Seller Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any certificate delivered pursuant heretobreaches of any Fundamental Representations. (c) Notwithstanding anything The representations and warranties of Seller and Purchaser contained in Article III and Article IV, respectively, of this Agreement shall survive the Closing and terminate on the date that is 12 months following the Closing Date; provided that the Fundamental Representations shall survive until the expiration of the applicable statute of limitations. (d) The obligations to indemnify and hold harmless a Party pursuant to Sections 8.1(a)(i) or 8.1(b)(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claims as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim, to the contrary contained herein extent known by the Indemnified Party) to the indemnifying Party hereunder (unless actually awarded and paid on account of a Third Party Claim the “Indemnifying Party”). (e) Each Person entitled to indemnification hereunder shall, no Party shall to the extent as would be liable for any (i) specialrequired under applicable Law, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value take all reasonable steps to mitigate all Losses after becoming aware of any business, damage event that could reasonably be expected to reputation give rise to any Losses which are indemnifiable or loss of goodwill recoverable hereunder or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultconnection herewith.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions contrary, the maximum aggregate liability of Seller and the Other Sellers to all Purchaser Indemnified Parties taken together for all Purchaser Losses under Section 9.1(a)(i) by Purchaser Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as adjusted pursuant to this Article VIIAgreement. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in respect of any indemnification Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), and 4.4(a) (Properties and Assets) and (ii) fraud or intentional or criminal misconduct or gross negligence by Seller or Purchaserany Other Seller, pursuant in each case, such indemnification limit will not apply, but such indemnification shall be limited to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] 100% of the Purchase Price (the “De Minimis Amount”) (providedPrice, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification as adjusted pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerAgreement. (b) If, prior Notwithstanding anything contained herein to the Closingcontrary, the maximum aggregate liability of Purchaser to all Seller Indemnified Parties taken together for all Seller Losses under Section 9.1(b)(i) by Seller Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or intentional or criminal misconduct or gross negligence by Purchaser, in each case, such indemnification limit will not apply, but such indemnification shall be limited to 100% of the Purchase Price, as adjusted pursuant to this Agreement. (c) Notwithstanding anything contained herein to the contrary, Seller and the Other Sellers shall not be obligated to make any indemnification payment under Section 9.1(a)(i) unless and until the aggregate Purchaser Losses sustained by the Purchaser Indemnified Parties collectively exceed 0.5% of the Purchase Price as adjusted pursuant to this Agreement (the “Threshold”) and then any indemnification with respect to such Purchaser Losses shall be made by Seller and the Other Sellers only to the extent of such excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority) and 4.4(a) (Properties and Assets) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any Other Seller, such Threshold will not apply. (d) Notwithstanding anything contained herein to the contrary, Purchaser has had knowledge of shall not be obligated to make any breach indemnification payment under Section 9.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties collectively exceed the Threshold, and then any indemnification with respect to such Seller Losses shall be made by Purchaser only to the extent of such excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any Other Seller, such Threshold will not apply. (e) Notwithstanding anything contained herein to the contrary, for purposes of Section 9.1(a)(i), Seller shall not be obligated to make any indemnification payment with respect to any individual claim for Purchaser Losses thereunder, when taken together with all other related claims for Purchaser Losses as a result of such breach, is less than $75,000 (the “Minimum Claim Amount”). (f) Notwithstanding anything contained herein to the contrary, for purposes of Section 9.1(b)(i), Purchaser shall not be obligated to make any indemnification payment with respect to any individual claim for Seller Losses thereunder, when taken together with all other related claims for Seller Losses as a result of such breach, is less than the Minimum Claim Amount. (g) The representations and warranties of Seller and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until the 18 month anniversary of the Closing Date; provided, however, the representations and warranties contained in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), 4.4(a) (Properties and Assets), 5.1 (Corporate Existence) and 5.2 (Corporate Authority) will survive indefinitely. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates specified therein or, if not so specified, indefinitely. (h) The obligations to indemnify and hold harmless a party hereto pursuant to Sections 9.1(a)(i) or 9.1(b)(i) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(g); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the indemnifying Person and such claim may be pursued and shall survive the expiration of the survival period until finally resolved. (i) Notwithstanding anything herein to the contrary, a Purchaser Indemnified Party’s right to indemnification hereunder will not be affected by any investigation, notice or knowledge acquired by Purchaser, its counsel or its other representatives at any time, whether before or after the date of this Agreement, with respect to the accuracy or inaccuracy of or compliance or noncompliance with any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoobligation of Seller. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Article VII, Section 9.02, Section 9.03 and Section 9.04 shall be subject to the following limitations: (a) Notwithstanding The Warrantors shall not be liable to the Beneficiary Indemnitees for indemnification under Section 9.03(a) (other provisions than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of this any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.03 (the “Beneficiary Basket Exclusions”), or under Section 9.03(b) with respect to covenants to be performed prior to the Closing or Article VII, until the aggregate amount of all Losses in respect of indemnification under such sections (other than those based upon, arising out of, with respect to or by reason of the Beneficiary Basket Exclusions) exceeds €150,000 (the “Basket”), in which event the Warrantors shall be required to pay or be liable only for those Losses exceeding €150,000. The maximum aggregate indemnification obligation of the Warrantors under Article IX or Article VII shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any indemnification by Seller inaccuracy in or Purchaserbreach of any representation or warranty contained in the Beneficiary Basket Exclusions. Notwithstanding the foregoing, pursuant Beneficiary shall not have the right to Section 7.1 recover Losses under this Article IX or Section 7.2, respectively, (i) there will be no obligation Article VII relating to indemnify for any individual item where claim or series of related claims based on a similar set of operative facts, and such Losses shall not apply to the Losses relating thereto Basket, unless such claim or series of related claims is less greater than [***] of the Purchase Price €15,000 (the “De Minimis Amount”) ), in which case the Beneficiary shall be entitled to recover for all such Losses (provided, that or all such Losses shall be aggregated for purposes of this clause (iapplied against the Basket, as applicable) if they arise out of the same matter, fact, circumstance in connection with such claim or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed claims including the De Minimis Amount. (b) The Beneficiary shall not be liable to the Contributor Indemnitees for indemnification under Section 9.04(a) (other than with respect to a claim for indemnification based upon, then arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 5.01 and 5.04 (the “Contributor Basket Exclusions”), or under Section 9.04(b) with respect to covenants to be performed prior to the Closing, until the aggregate amount of all Losses in respect of indemnification under such sections (other than those based upon, arising out of, with respect to or by reason of the Contributor Basket Exclusions) exceeds €150,000 (the “Basket”), in which event the Beneficiary shall be required to pay or be liable only for those Losses exceeding €150,000. The maximum aggregate indemnification obligation of the Beneficiary under Article IX shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Contributor Basket Exclusions. Notwithstanding the foregoing, Contributors shall not have the right to recover Losses under this Article IX relating to any individual claim or series of related claims based on a similar set of operative facts, and such Losses shall not be applied apply to the Basket, unless such claim or considered for purposes series of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim related claims is equal to or greater than the De Minimis Amount, until in which case the aggregate amount of Contributors shall be entitled to recover for all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time or all such Losses in excess of shall be applied against the Deductible will be subject to indemnification hereunder; and (iiiBasket, as applicable) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud such claim or series of Seller or related claims including the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoDe Minimis Amount. (c) Notwithstanding anything Losses otherwise subject to indemnification hereunder shall be reduced by the amount, if any, of any insurance proceeds, Tax benefits or savings, or other amounts received or recoverable by the Indemnified Party from any third party with respect thereto. All Indemnified Parties shall use good faith reasonable commercial efforts to mitigate any Losses potentially subject to indemnification hereunder and to recover any such Losses from any available insurance carrier or other third party potentially liable therefor. No party shall have any indemnification obligation hereunder with respect to any Loss to the contrary contained herein (unless actually awarded and extent arising from the enactment or amendment of any Laws entering in force after the Closing. Neither the Contributors nor the Warrantors shall have any indemnification obligation hereunder with respect to any Loss arising from any change made by Beneficiary or the Companies to the accounting methods or practices implemented after the Closing or any other actions taken or omitted to be taken by Companies or Beneficiary following the Closing, or reserved against or accrued or provided for on the Financial Statements or the Closing Working Capital Statement. If any amount paid on in connection with or account of a Third Loss by an Indemnifying Party Claim )to another is subsequently recovered, no totally or partially, from a Person or a Governmental Authority, then the Indemnified Party shall promptly pay over the amount so recovered to the Indemnifying Party, up to the amount previously indemnified. An Indemnifying Party shall have a reasonable opportunity to cure any matter giving rise to a potential claim for indemnification hereunder. An Indemnifying Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value subrogated to all rights of any business, damage Indemnified Party with respect to reputation or loss any Losses to which such indemnification relates to the extent of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, payment made in each connection therewith. In any case, whether based on contractany given Loss will be indemnified only once and, tortas a consequence, strict liability, other Law or otherwise, and whether or shall not arising from lead to several indemnifications by the Indemnifying Party to the Indemnified Party and/or any other Party’s sole, joint or concurrent negligence, strict liability or other faultof its Affiliates.

Certain Limitations. The indemnification provided for in Section 8.1 with respect to Section 8.1(a)(i) and Section 8.1(b)(i) and in Section 8.2 with respect to Section 8.2(a)(i) Section 8.2(b)(i) shall be subject to the following limitations: (a) Notwithstanding The Seller shall not be liable to any Purchaser Indemnitee for indemnification under Section 8.1(a)(i) or Section 8.1(b)(i) until the other provisions aggregate of this Article VII, all Losses in respect of any indemnification by under Section 8.1(a)(i) and Section 8.1(b)(i) exceeds $10,000 on a cumulative basis (the “Deductible”), in which event the Seller shall only be required to pay or Purchaserbe liable for Losses in excess of the Deductible; provided, pursuant that the Deductible shall not apply to Section 7.1 or Section 7.2, respectively, (i) there will Losses arising as a result of an inaccuracy or breach of a Specified Representation, or (ii) Losses incurred by a Purchaser Indemnitee as a result of fraud. (b) The Seller shall not be no obligation liable to indemnify any Purchaser Indemnitee for any individual item where the Losses relating thereto is less than [***] in excess of an aggregate of the Purchase Price (the “De Minimis AmountCap”) (with respect to indemnification under Section 8.1(a)(i) and Section 8.1(b)(i); provided, that such Losses the Cap shall be aggregated for purposes of this clause not apply to: (i) if they arise out Losses arising as a result of the same matter, fact, circumstance an inaccuracy or eventbreach of a Specified Representation, or (ii) Losses incurred by a series Purchaser Indemnitee for Losses incurred as a result of substantially related matters, facts, circumstances or eventsfraud. (c) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Purchaser shall not be applied liable to any Seller Indemnitee for indemnification under Section 8.2(a)(i) or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (iiSection 8.2(b)(i) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses in respect of indemnification under Section 8.2(a)(i) and Section 8.2(b)(i) exceeds $10,000 on a cumulative basis (the “Purchaser Deductible”), in which event the Purchaser shall only be required to pay or be liable for Losses in excess of the Purchaser Deductible; provided, that the Purchaser Deductible shall not apply to Losses incurred by the Indemnified Party exceeds [***] a Seller Indemnitee as a result of fraud. (d) The Purchaser shall not be liable to any Seller Indemnitee for Losses in excess of an aggregate of the Purchase Price (the “DeductiblePurchaser Cap”), at which time all such Losses in excess of the Deductible will be subject ) with respect to indemnification hereunderunder Section 8.2(a)(i) and Section 8.2(b)(i); and provided, that the Purchaser Cap shall not apply to Losses incurred by a Seller Indemnitee for Losses incurred as a result of fraud. (iiie) Seller’s Once a Loss is agreed to by the Indemnitor or Purchaser’s aggregate Liability for indemnification finally adjudicated to be payable pursuant to this Article VII8, unless arising in connection with Fraud the Indemnitor shall satisfy its obligations within 15 Business Days of Seller such agreement or such final adjudication by wire transfer of immediately available funds. The Parties hereto agree that should an Indemnitor not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the Divesting Entity or Third Party Claims, will not exceed [***] date of agreement of the Purchase Price received by SellerIndemnitor or final adjudication to and including the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (bf) IfNotwithstanding Section 8.9(e), prior in the event that the Indemnitee consents in its sole discretion, once a Loss is agreed to by the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant Indemnitor or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall finally adjudicated to be deemed to have waived such breach payable pursuant to this Article VII8, an Indemnitor may satisfy its obligations (in whole or in part, at the sole discretion of the Indemnitee and depending on the amount then due and the value of Class A Units to sue for damages be assigned) within 15 Business Days of such agreement or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything final adjudication by the transfer and assignment of Class A Units to the contrary contained herein or any certificate delivered pursuant hereto. Indemnitee (c) Notwithstanding anything with the value of such Class A Units to be determined in accordance with the valuation provisions of the LLC Agreement). If an Indemnitor desires to satisfy its obligations by the transfer and assignment of Class A Units to an Indemnitee, the Indemnitor will provide a written notice thereof to the contrary contained herein (unless actually awarded Indemnitee, and paid on account the Indemnitee will have 15 Business Days to accept or reject, in its sole discretion, such proposed satisfaction of a Third Party Claim Loss. The Parties hereto agree that should an Indemnitor fail to complete the transfer and assignment of such Class A Units to the Indemnitee within 15 Business Days following the Indemnitee’s acceptance, any amount payable shall accrue interest from and including the date of agreement of the Indemnitor or final adjudication to and including the date such payment has been made at a rate per annum equal to ten percent (10%), no Party . Such interest shall be liable for any (i) specialcalculated daily on the basis of a 365 day year and the actual number of days elapsed. If an Indemnitee rejects the satisfaction of a Loss by the transfer of Class A Units, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution then the Indemnitor shall pay the Indemnitee in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, immediately available funds in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultaccordance with Section 8.9(e).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VIISubject to Section 8.04(f) below, in respect of any indemnification by Seller or Purchaser, Buyer Indemnitees shall not be indemnified pursuant to Section 7.1 or 8.02 with respect to any indemnifiable Loss if the aggregate of all payments from Sellers Parties for Losses for which Buyer Indemnitees are indemnified pursuant to Section 7.28.02 has exceeded the Purchase Price. Notwithstanding the foregoing, respectively, (i) there will Buyer Indemnitees shall be no obligation to indemnify indemnified for any individual item where the all indemnifiable Losses relating thereto is less than [***] in excess of the Purchase Price that arise from or are related to fraud or a deliberate or willful breach or intentional misrepresentation on the part of any Seller Party in connection with the transactions contemplated by this Agreement. (b) Subject to Section 8.04(f) below, Seller Indemnitees shall not be indemnified pursuant to Section 8.03 with respect to any indemnifiable Loss if the “De Minimis Amount”) (providedaggregate of all payments from Buyer or Advance America for Losses for which Seller Indemnitees are indemnified from Buyer pursuant to Section 8.03 has exceeded the Purchase Price. Notwithstanding the foregoing, that such Losses Seller Indemnitees shall be aggregated indemnified for all indemnifiable Losses in excess of the Purchase Price that arise from fraud or a deliberate or willful breach or intentional misrepresentation on the part of Buyer or Advance America in connection with the transactions contemplated by this Agreement. (c) For purposes of this clause Article VIII, and other than with respect to the representations and warranties set forth in Section 3.06, Section 3.08(a), Section 3.09(a)(xiii), Section 3.10(a), and Section 3.18(c), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty. For all purposes of this Agreement, “Losses” shall be net of (i) if they arise out any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, but taking into account the same matterpresent value of any reasonably anticipated premium adjustments, factdeductibles and other costs associated therewith, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); and (ii) where any Tax benefit actually received by the Losses Indemnified Party or its Affiliates, net of any Tax costs actually incurred by the Indemnified Party or its Affiliates, arising from in connection with the accrual, incurrence, or payment of such individual claim is equal Losses. (d) No indemnification shall be made for any Loss already previously indemnified by payment by an Indemnifying Party to any Indemnified Party or greater than for any Loss for which a Post-Closing Adjustment was made. (e) Notwithstanding anything herein to the De Minimis Amountcontrary, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to Section 8.02 or 8.03, as applicable, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price have exceeded One Hundred Thousand Dollars ($100,000.00) (the “DeductibleIndemnification Threshold”), at which time point the Indemnifying Party shall be obligated to indemnify the Indemnified Party from and against all Losses relating back to the first dollar; provided, however, that the Indemnification Threshold shall not apply to any CAM charges, rent, utilities, or property taxes that are Retained Liabilities and Parent shall promptly pay all such Losses in excess of items that are Retained Liabilities and reimburse Buyer within ten Business Days to the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerextent Buyer pays any such items. (bf) IfWith respect to each Seller, prior the obligation of such Seller and Parent to indemnify Buyer Indemnitees shall be limited to the Closingamount of such Seller’s Indemnification Cap as shown on Schedule 8.02. Notwithstanding the foregoing, Purchaser has had knowledge for purposes of any breach determining whether Buyer Indemnitees have reached the Indemnification Threshold, all Losses incurred by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser Buyer Indemnitees shall be deemed aggregated; Buyer Indemnitees shall not have to have waived reach the Indemnification Threshold with respect to each Seller individually to be entitled to indemnification from such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoSeller. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. Notwithstanding anything in Section 2 hereof to the contrary: (a) Notwithstanding the other provisions Guarantor shall not be required by this Guaranty to perform any Guarantied Obligation or undertaking if the performance thereof is illegal or impossible under Law; (b) the Guarantor shall not be required to perform any Guarantied Obligation while the performance of this such Guarantied Obligation is being disputed in good faith by the Person required to perform such Guarantied Obligation; (c) the Guarantor’s liability hereunder with respect to any Guarantied Obligation shall not exceed the liability of the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or inaction of the Managing Member or Tax Matters Member or any breach or noncompliance by the Managing Member or Tax Matters Member with any of the Guarantied Obligations, if the Class B Member (or any successor Managing Member or Member that is an Affiliate of the Guarantor) was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Tax Matters Member, as applicable; (e) the Guarantor’s aggregate liability hereunder shall not exceed $72,849,888 less all amounts which have been paid by or on behalf of the Class B Member or the Class B Member (as defined in the LLC Agreement) pursuant to Article VII6 of the ECCA or Section 5.04 or Article 11 of the LLC Agreement (the “Aggregate Liability Amount”); provided, in respect that the aggregate liability of any indemnification by Seller or Purchaser, the Guarantor shall not exceed the amount calculated pursuant to Section 7.1 or Section 7.26(f); and (f) the Guarantor’s aggregate liability from time to time hereunder, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] under Article 6 of the Purchase Price (ECCA and under Article 11 of the “De Minimis Amount”) (provided, that such Losses LLC Agreement shall be aggregated for purposes of this clause not exceed (i) if they arise out the Flip Point has not occurred, an amount the payment of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) andwhich, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered treated as a positive Cash Flow for purposes of calculating Section 5.06(b)(iii) of the aggregate amount LLC Agreement as of Losses under the Distribution Date immediately following clause (ii); payment of such amount, would cause the Flip Point to occur on or prior to the date on which the Flip Point is projected to occur in the Base Case Model and (ii) where if the Losses arising from such individual claim is equal to or greater than the De Minimis AmountFlip Point has occurred, until the aggregate amount zero. For purposes of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Sellerdetermining Guarantor’s or Purchaser’s aggregate Liability for indemnification maximum liability pursuant to this Article VIISection 6(f), unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior all payments pursuant to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser Guaranty shall be deemed to have waived such breach pursuant to this Article VIIbeen treated as positive Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement. Notwithstanding the foregoing, to sue for damages if (x) any Third Party Action under the ECCA or assert any other right the LLC Agreement filed against or remedy arising from any matters relating to such breach, notwithstanding anything demanded of the Beneficiary prior to the contrary contained herein Flip Point shall not have been finally resolved or (y) any certificate delivered pursuant hereto. (c) Notwithstanding anything Tax contest or dispute applicable to a taxable period prior to the contrary contained herein Flip Point or during which the Flip Point occurs relates to any Company Tax Return applicable to a year prior to the Flip Point or during which the Flip Point occurs and, in either case, shall cause the Flip Point to fail to be achieved (unless actually awarded and paid on account other than as a result of a Third Party Claim change in a Fixed Tax Assumption), no Party the Guarantied Obligations under Article 6 of the ECCA and under Article 11 of the LLC Agreement shall not be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, subject to the limitations described in clause (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultuntil the Flip Point occurs.

Certain Limitations. (a) Notwithstanding FBR and FNLC shall not be obligated to provide indemnification to the other provisions of this Article VIISun Indemnitees for an amount exceeding, in respect the aggregate $15,000,000 (such aggregate amount, the “Cap”); provided, however, that the Sun Indemnitees shall only be entitled to indemnification from FBR and FNLC for 80% of any Losses in excess of $10,000,000; and provided further, that the Sun Indemnitees shall be entitled to indemnification by Seller or Purchaser, pursuant without regard to Section 7.1 or Section 7.2, respectively, the Cap for any Loss attributable to (i) there will any indemnification obligation pursuant to Sections (b), (c), (f) or (g) of Exhibit H, (ii) fraud, (iii) any breach of any representation or warranty of FBR, FNLC or the Company in this Agreement or the Securities Purchase Agreement, which breach was made with reckless disregard for the truth or accuracy thereof, (iv) any intentional or willful breach by FBR or FNLC of any covenant, which breach was made with reckless disregard of FBR’s or FNLC’s obligations under this Agreement, or (v) as provided in Section 7.5(e). (b) The Company shall not be no obligation obligated to indemnify provide indemnification to the Sun Indemnitees for an amount exceeding, in the aggregate $1,250,000 (such aggregate amount, the “Company Cap”); provided, however, that the Sun Indemnitees shall only be entitled to indemnification from the Company for 20% of any Losses in excess of $10,000,000; and provided further, that the Sun Indemnitees shall be entitled to indemnification without regard to the Company Cap for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause Loss attributable to (i) if they arise out any indemnification obligation pursuant to Sections (b) or (c) of Exhibit H, (ii) fraud, (iii) any breach of any representation or warranty of FBR, FNLC or the Company, which breach was made with reckless disregard for the truth or accuracy thereof or with the intent to mislead or defraud NLC Holding, (iv) any intentional or willful breach by FBR, FNLC or the Company of any covenant, which breach was made with reckless disregard of FBR’s or FNLC’s obligations under this Agreement or with the intent to mislead or defraud NLC Holding, or (v) as provided in Section 7.5(e). (i) Except as provided below, any indemnification obligation of FBR or FNLC up to the Cap payable hereunder shall, at FBR’s option, be satisfied either in cash or by an assignment to NLC Holding of: (i) FNLC’s right to payment of any Loans (as defined in the Loan Agreement); or (ii) Units (as defined in the Company’s Fourth Amended and Restated Operating Agreement) or other capital of the same matterCompany held by FNLC or its permitted assigns. To the extent any indemnification obligation is satisfied with Units of the Company, fact(A) prior to the Second Closing, circumstance or event, or such Units will be valued at a series of substantially related matters, facts, circumstances or eventsper Unit price equal to (x) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under any Loan made by FBR that is converted into equity in accordance with this Agreement or the Loan Agreement divided by (y) the number of Units held by FBR at the time of such indemnification payment, and (B) after the Second Closing, (x) $15,000,000.00 divided by (y) the number of Units held by FBR immediately following clause the Second Closing. Notwithstanding the foregoing, any indemnification obligation pursuant to Sections (iif) or (g) of Exhibit H or Section 7.5(e), shall be satisfied in cash by wire transfer of immediately available funds to an account identified by the applicable Sun Indemnitees. (c) In no event shall NLC Holding be obligated to provide indemnification pursuant to Section 7.2(a) exceeding, in the aggregate, the Cap; provided, however, that the FBR Indemnitees shall be entitled to indemnification without regard to the Cap for any Loss attributable to (i) fraud, (ii) where any breach of any representation or warranty of NLC Holding, which breach was made with reckless disregard for the Losses arising from such individual claim is equal truth or accuracy thereof or (iii) any intentional or willful breach by NLC Holding of any covenant, which breach was made with reckless disregard of NLC Holding’s obligations under this Agreement. (d) FBR, FNLC and the Company shall only be obligated to or greater than provide indemnification pursuant to Section (d) of Exhibit H with respect to the De Minimis Amount, until Class Action Lawsuits to the aggregate amount of all extent any such Losses incurred by exceed the Indemnified Party exceeds [***] reserve for the Class Action Lawsuits set forth in the Estimated Closing Balance Sheet. (e) FBR, FNLC and the Company shall be obligated to provide indemnification pursuant to Section (e) of Exhibit H only to the Purchase Price extent that any Losses thereunder exceed the reserve for Mortgage Loan Losses set forth on the Estimated Closing Balance Sheet, provided that (the “Deductible”), at which time all such i) FBR and FNLC shall also provide indemnification for 80% of $3,750,00 of Losses in excess of the Deductible will be subject Cap, up to indemnification hereunder; an additional $3,000,000, and (iiiii) Seller’s the Company shall also provide indemnification for 20% of $3,750,00 of Losses in excess of the Cap, up to an additional $750,000. In addition, upon the later of March 1, 2008 or Purchaser’s aggregate Liability resolution of any claims under Section (e) of Exhibit H, the Company shall pay to FNLC (in cash by wire transfer of immediately available funds) an amount, if any, equal to the excess, if any, of the reserve for Mortgage Loan Losses set forth on the Estimated Closing Balance Sheet, over such Mortgage Loan Losses incurred prior to December 31, 2007 (with no amount payable if such formula results in a negative number). The Company may set-off any payment payable to FNLC under this Section 7.5(e) against any indemnification obligations owed to FBR or FNLC under Section 7.1. (f) FBR and FNLC shall be obligated to provide indemnification pursuant to this Article VII, unless arising in connection with Fraud Section (g) of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior Exhibit H only to the Closing, Purchaser has had knowledge of extent that any breach by Seller of any representation, warranty, covenant or agreement contained Losses thereunder exceed the reserve for Real Estate Losses set forth on the Final Closing Balance Sheet (as defined in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoLoan Agreement). (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding Except for claims arising from Intentional Fraud, criminal activity or willful breaches of covenants, any Damages for which the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, shall be liable pursuant to Section 7.1 7.2(a)(i) shall be satisfied solely by recovery by Buyer under the Indemnification Insurance Policy and Buyer will have no recourse against the Seller with respect to any such Damages, whether or Section 7.2not the entirety of any such Damages is covered by the Indemnification Insurance Policy or whether or not the Indemnification Insurance Policy has expired, respectively, been terminated or lapsed; provided that (i) there will the Seller shall be no obligation directly liable to indemnify the Buyer Indemnified Persons for any individual item where the Losses relating thereto is less than [***] such Damages pursuant to Section 7.2(a)(i) in excess of the Purchase Price Indemnification Deductible up to an amount not to exceed $250,000 (the “De Minimis AmountCap”) (provided), that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, Seller shall have no liability for indemnification under Section 7.2(a)(i) unless and until the aggregate amount of all such Losses incurred Damages exceeds $250,000 (the “Indemnification Deductible”); and provided further that in the case of any inaccuracy in or breach of any Company Fundamental Representation, the Seller shall be directly liable to the Buyer Indemnified Persons to the extent such Damages are not covered by the Indemnification Insurance Policy for any reason other than the lack of good faith efforts by the Buyer Indemnified Party exceeds [***] of Persons to seek recovery thereunder and comply with the terms and conditions thereof (including the deductible provided for therein, the coverage limit being exceeded or coverage being denied), up to an amount equal to the Purchase Price (actually received by the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification Seller pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerAgreement. (b) If, prior Notwithstanding anything to the Closingcontrary herein, Purchaser has had knowledge except for Damages resulting from Intentional Fraud, criminal activity or willful breaches of covenants, (i) the aggregate liability of the Seller for all Damages under Section 7.2(a) shall not exceed the aggregate Purchase Price actually received by the Seller pursuant to this Agreement, and (ii) the aggregate liability of Buyer for all Damages under Section 7.2(b) shall not exceed the aggregate Purchase Price actually paid by the Buyer pursuant to this Agreement. (c) The parties hereto expressly waive any claim to consequential, punitive or indirect, lost profits, diminution in value, special, exemplary or similar damages or any damages based on any type of multiple, except, in each case, (i) in the event of diminution of value to the extent that such diminution of value is the probable and reasonably foreseeable result of the applicable breach by Seller of any a representation, warranty, covenant or agreement contained hereunder, (ii) to the extent actually recovered by a third party (including a Governmental Body) from an Indemnified Person, or (iii) in this Agreement and Purchaser proceeds with the Closingevent of Intentional Fraud, Purchaser shall be deemed criminal activity or willful breaches of covenants. (d) An Indemnified Person entitled to have waived such breach indemnification by an Indemnifying Person pursuant to this Article VIIVII with respect to any claim or group of related claims shall only be entitled to recover once for such claim or group of related claims notwithstanding that such claim or group of related claims may constitute a breach of two or more representations and/or warranties set forth in this Agreement. (e) No Buyer Indemnified Person shall be entitled to indemnification under this Agreement (i) in respect of any Damages to the extent such Damages were taken into account in the calculation of the Final Closing Working Capital, Company Indebtedness or Company Transaction Expenses, or (ii) for any Damages relating to sue for damages any matter to the extent that there is included in the Interim Financial Statements a specific liability or assert any other right or remedy arising from any matters reserve relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretomatter. (cf) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account For purposes of a Third Party Claim ), no Party shall be liable for any determining (i) special, punitive, exemplary, incidental, consequential whether there has been any misrepresentation or indirect damages, breach of a representation or warranty and (ii) lost profits or lost business, loss of enterprise value, diminution in value the amount of any businessDamages resulting therefrom, damage all qualifications or exception in any representation or warranty relating to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profitsreferring to the terms “material”, revenue “materiality”, “Material Adverse Effect”, “in all material respects” or any other financial metricsimilar qualification, in each caseterm or phrase shall be disregarded. (g) Seller makes no representations or warranties regarding the amount or availability of any net operating loss, whether based on contractcapital loss, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability tax credit carryover or other faultTax asset or liability of the Acquired Companies in any taxable period (or portion thereof) beginning after the Closing.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of No Ceding Company shall be obligated to indemnify and hold harmless its Indemnitees for any indemnification by Seller claims or Purchaser, pursuant to Indemnifiable Losses arising under Section 7.1 or Section 7.2, respectively8.02(a)(i), (i) there will be no obligation with respect to indemnify for any individual item where claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims) involves Indemnifiable Losses relating thereto is less than in excess of [***] of the Purchase Price (the “De Minimis Threshold Amount”) (provided, nor shall any claim that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do does not exceed the De Minimis Amount, then such Losses shall not Threshold Amount be applied to or considered for purposes of calculating the aggregate amount of Indemnifiable Losses for which such Ceding Company is responsible under the following clause (ii) below); , (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses incurred by arising under Section 8.02(a)(i) in the Indemnified Party aggregate with respect to all Ceding Companies exceeds [***] of the Purchase Price (the “Deductible”), at which time all point such Ceding Company shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) that is in excess of the Deductible will be Deductible, subject to indemnification hereunder; the limitations set forth in this Article VIII and (iii) Seller’s or Purchaser’s the maximum aggregate Liability liability of the Ceding Companies, in the aggregate, to Reinsurer Indemnified Persons for indemnification any and all Indemnifiable Losses pursuant to this Article VIIAgreement for claims pursuant to Section 8.02(a)(i) shall be [***] (the “Cap”). The aggregate amount of all Indemnifiable Losses for which the Ceding Companies in the aggregate shall be liable pursuant to Section 8.02(a)(i), unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims(a)(ii), will and (a)(iii) shall not exceed [***] of (the Purchase Price received by Seller“Aggregate Cap”). (b) IfReinsurer shall not be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(b)(i), prior (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims) involves Indemnifiable Losses in excess of the Threshold Amount (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which Reinsurer is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) exceeds the Deductible (the “Reinsurer Deductible”), at which point Reinsurer shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) that is in excess of the Reinsurer Deductible, subject to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained limitations set forth in this Agreement Article VIII and Purchaser proceeds with (iii) the Closing, Purchaser shall be deemed maximum aggregate liability of Reinsurer to have waived such breach Ceding Company Indemnified Persons for any and all Indemnifiable Losses pursuant to this Article VII, Agreement for claims pursuant to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything Section 8.02(b)(i) shall be an amount equal to the contrary contained herein or any certificate delivered Cap. The aggregate amount of all Losses for which Reinsurer shall be liable pursuant heretoto Sections 8.03(b)(i), 8.03(b)(ii) and 8.03(b)(iii) shall not exceed the sum of the Aggregate Cap. (c) Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance or reinsurance coverage or other applicable source of recovery, net of the amount of the costs and expenses incurred by the Indemnitee in procuring such recovery. In the event an Indemnitee fails to use such commercially reasonable efforts, then the Indemnitor shall not be required to indemnify the Indemnitee for that portion of Indemnifiable Losses that could reasonably have been expected to have been avoided if the Indemnitee had used such commercially reasonable efforts. (d) The amount of any Indemnifiable Losses suffered by an Indemnitee shall be reduced (i) by any amount received by such Indemnitee or its Affiliates with respect thereto under any insurance policy, warranty or indemnity (calculated net of any reasonable and documented out-of-pocket expenses incurred by such Person or its Affiliates in collecting such amount and net of the amount of any actual increase in such Person's and its Affiliates annual insurance premium directly arising out of the claim for such Indemnifiable Loss), or otherwise from any non-Affiliate alleged to be responsible for any Indemnifiable Losses (calculated net of any reasonable and documented out-of-pocket expenses incurred by such Person in collecting such amounts) and (ii) the amount of any Tax benefit realizable by such Indemnitee or its Affiliates with respect to such Indemnifiable Loss. The Indemnitee shall use commercially reasonable efforts to collect any amounts available under insurance policies, warranties or indemnities, or recoverable from non-Affiliates, with respect to Indemnifiable Losses incurred by such Indemnitee. If the Indemnitee or its Affiliate receives any amounts under insurance policies, warranties or indemnitees, or from any non-Affiliate alleged to be responsible for any Indemnifiable Losses, in each case in connection with a matter giving rise to an indemnification payment, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee or its Affiliates, in each case net of any deductible, retention, costs or other expenses incurred by the Indemnitee in connection therewith and net of the amount of any increase in such Person's and its Affiliates' annual insurance premium arising out of such Indemnifiable Loss. (e) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )in this Agreement, no Party Reinsurer Indemnified Person shall be liable for entitled to indemnification with respect to any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage particular Indemnifiable Loss to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict the extent the related liability or other faultobligation is reflected or provided for in the Final Closing Statement. (f) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. For the avoidance of doubt, no party shall be entitled to collect indemnification with respect to the same underlying subject matter more than once. (g) [***].

Certain Limitations. The indemnification provided for in this Article XI shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VIIThe Shareholders, in respect of any indemnification by Seller or Purchasercollectively, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied liable to or considered the Shareholder Indemnified Parties for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 11.01(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] Losses, collectively with respect to all of the Purchase Price Shareholder Indemnified Parties, in respect of indemnification under Section 11.01(a) exceeds $10,000 (the “DeductibleBasket”), at in which time event the Shareholders shall, collectively, be required to pay or be liable for all such Losses in excess of the Deductible will be subject to indemnification hereunder; Basket, provided that the Parties acknowledge and (iii) Seller’s or Purchaser’s aggregate Liability agree that the maximum liability of the Shareholders, collectively, for indemnification pursuant to this Article VIIXI shall be the sum of $100,000 (the “Cap”), unless arising and the Shareholders, collectively, shall not have any liability to the Shareholder Indemnified Parties, collectively, in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] excess of the Purchase Price received by SellerCap. (b) If, prior M▇. ▇▇▇▇▇▇ shall not be liable to the ClosingC▇▇▇▇▇ Indemnified Parties for indemnification under Section 11.01(b) until the aggregate amount of all Losses, Purchaser has had knowledge collectively with respect to all of any breach by Seller the C▇▇▇▇▇ Indemnified Parties, in respect of any representationindemnification under Section 11.01(b) exceeds the Basket, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event M▇. ▇▇▇▇▇▇ shall be deemed required to have waived pay or be liable for all such breach Losses in excess of the Basket, provided that the Parties acknowledge and agree that the maximum liability of M▇. ▇▇▇▇▇▇ for indemnification pursuant to this Article VIIXI shall be the Cap, to sue for damages or assert and M▇. ▇▇▇▇▇▇ shall not have any other right or remedy arising from any matters relating to such breach, notwithstanding anything liability to the contrary contained herein or any certificate delivered pursuant heretoC▇▇▇▇▇ Indemnified Parties, collectively, in excess of the Cap. (c) Notwithstanding anything Liberated shall not be liable to the contrary contained herein (unless actually awarded and paid on account Liberated Indemnified Parties for indemnification under Section 11.01(c) until the aggregate amount of a Third Party Claim )all Losses, no Party collectively with respect to all of the Liberated Indemnified Parties, in respect of indemnification under Section 11.01(c) exceeds the Basket, in which event Liberated shall be required to pay or be liable for all such Losses in excess of the Basket, provided that the Parties acknowledge and agree that the maximum liability of Liberated for indemnification pursuant to this Article XI shall be the Cap, and Liberated shall not have any (i) specialliability to the Liberated Indemnified Parties, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metriccollectively, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultexcess of the Cap.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Stockholders shall not be applied required to indemnify the Parent Indemnitees with respect to any claim under Section 8.2(a) or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (iiSection 8.2(g) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all Losses for such Losses incurred by the Indemnified Party claims exceeds [***] of the Purchase Price an amount equal to three hundred fifty thousand dollars (the “Deductible”$350,000), at in which time all such event the Parent Indemnitees shall be entitled to recover Losses only in excess of thereof; provided, that the Deductible will be subject foregoing limitation shall not apply to indemnification hereunder; and (iiii) Seller’s or Purchaser’s aggregate Liability a claim for indemnification to the extent such claim is based upon Fraud, or (ii) a claim pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Selleritem 3 on Schedule 8.2(g). (b) IfThe sole and exclusive remedy of the Parent Indemnitees with respect to any and all Losses based upon, prior arising out of, or related to this Agreement or the Contemplated Transactions, shall be via offset against the Indemnity Shares pursuant to Section 8.6 provided, however, to the Closingextent such claim is based upon Fraud and exceeds the amount of Indemnity Shares, Purchaser has had knowledge Parent Indemnitees may seek recovery directly from the Stockholder who committed such Fraud pursuant to Section 8.2 regarding any such excess amount; provided, further, however, that with respect to any and all Losses based upon, arising out of, or related to the Special Indemnity, the sole and exclusive remedy of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds the Parent Indemnitees with the Closing, Purchaser respect to such Losses shall be deemed to have waived such breach via offset against the Special Indemnity Shares pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoSection 8.7. (c) Notwithstanding anything to The amount of any Losses for which the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party Parent Indemnitees claim indemnification under this Agreement shall be liable for reduced by any insurance proceeds or other third party reimbursements actually received in connection with such Losses (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value net of any businesscosts or expenses incurred in obtaining such insurance, damage indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments resulting from such recovery). (d) For purposes of this Article VIII, for the sole purpose of determining Losses actually suffered with respect to reputation any breach of any representation or loss warranty (and not for purposes of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and determining whether or not arising from any other Party’s solebreaches of representations or warranties have occurred) the representations and warranties in ARTICLE III shall not be deemed to be qualified by any materiality, joint or concurrent negligence, strict liability Company Material Adverse Effect or other faultsimilar qualifications contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.04 shall be subject to the following limitations: (a) Notwithstanding The Indemnified Party shall take reasonable steps to mitigate any Loss to the other provisions extent required by Law. (b) The maximum aggregate amount of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify all Losses for any individual item where which the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses Equityholders shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do liable herein shall not exceed the De Minimis AmountTotal Indemnification Cap. (c) Other than with respect to Losses due to Parent’s failure to pay the Parent Merger Shares, then such Losses shall not be applied to Earnout Consideration, or considered for purposes of calculating Refunded Liability Amounts as required hereunder, the maximum aggregate amount of all Losses under for which Parent, Merger Sub, and/or the following clause (ii); Surviving Corporation shall be collectively liable in the aggregate shall not exceed the Total Consideration, less (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Assumed Liabilities, Earnout Consideration, and Refunded Liability Amounts and any indemnification payments or other Losses, in each case paid by Parent, Merger Sub and the Surviving Corporation as of the applicable date. (d) Other than with respect to Losses due to Parent’s failure to pay the Parent Merger Shares, Earnout Consideration, or Refunded Liability Amounts as required hereunder, no Equityholder Indemnitee shall be entitled to recover indemnifiable Losses unless and until the total amount of all Losses that have been suffered or incurred by the Indemnified Party exceeds [***] one or more of the Purchase Price Equityholder Indemnitees exceeds O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), after which time, subject to the terms and conditions of this ARTICLE IX, Equityholder Indemnitees shall be entitled to recover for all indemnifiable Losses pursuant to Section 9.04(a) in excess thereof. No Parent Indemnitee shall be entitled to recover indemnifiable Losses unless and until the total amount of all Losses that have been suffered or incurred by one or more of the Parent Indemnitees exceeds O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), after which time, subject to the terms and conditions of this ARTICLE IX, Parent Indemnitees shall be entitled to recover for all indemnifiable Losses pursuant to Section 9.02(a) in excess thereof. (e) Subject to Section 9.05(d), all Losses for indemnification claims under Section 9.02 shall be satisfied solely by set-off against the payment of any Earnout Consideration, if applicable, and only to the extent such Earnout Consideration has not yet been paid to Equityholders. A Parent Indemnitee has no right to satisfy indemnification claims for Losses pursuant to Section 9.02 out of Earnout Consideration to the extent actually paid to an Equityholder, or to seek indemnification for Losses that exceeds the amount of Earnout Consideration not yet paid to the Equityholders. (f) None of the limitations set forth herein shall apply to any claim determined by a court of competent jurisdiction or arbitrator to constitute fraud, intentional misrepresentation or willful misconduct. If a court of competent jurisdiction or arbitrator determines that any Equityholder has engaged in fraud, intentional misrepresentation or willful misconduct in connection with this Agreement or any of the Transaction Documents (“DeductibleCulpable Equityholder”), at which time all such Losses in excess then none of the Deductible will be subject limitations set forth in this Section 9 shall apply to any Culpable Equityholder. A Parent Indemnitee has no right to satisfy indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability claims for indemnification Losses pursuant to this Article VIISection 9.02(f) against any Equityholder other than a Culpable Equityholder, unless arising in connection with Fraud or to seek indemnification for Losses that exceeds the amount of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerAdditional Payments unpaid to such non-culpable Equityholder. (bg) If, prior The Equityholders shall not be obligated to indemnify any Parent Indemnitee with respect to any Loss to the Closing, Purchaser has had knowledge extent that the amount of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of Loss was reflected as a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict current liability or other faultreserve and actually subtracted in the calculation of the final Payoff Liabilities.

Certain Limitations. (aThe indemnification provided for in Section 9.2(b) Notwithstanding and Section 9.2(c) shall be subject to the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, following limitations: (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Company shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 9.2(b) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 9.2(b) exceeds [***] of the Purchase Price $250,000 (the “"Deductible”"), at in which time event Company shall be required to pay or be liable for only such amounts that exceed the Deductible. The aggregate amount of all such Losses for which Company shall be liable pursuant to Section 9.2(b) shall not exceed $1,500,000 (the "Cap"). (ii) Buyer shall not be liable to the Company Indemnitees for indemnification under Section 9.2(c) until the aggregate amount of all Losses in excess respect of indemnification under Section 9.2(c) exceeds the Deductible will Deductible, in which event Buyer shall be subject required to indemnification hereunder; and pay or be liable for only such amounts that exceed the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.2(c) shall not exceed the Cap. (iii) Seller’s Notwithstanding the foregoing, the limitations set forth in Section 9.2(d)(i) and Section 9.2(d)(ii) shall not apply to Losses based upon, arising out of, with respect to or Purchaser’s by reason of any inaccuracy in or breach of any Fundamental Representation; provided that the aggregate Liability for indemnification pursuant amount of Losses to this Article VII, unless arising which the Company shall be liable in connection with Fraud respect of Seller or the Divesting Entity or Third Party Claims, will Fundamental Representations shall not exceed [***] of the Purchase Price received by SellerPrice. (biv) If, prior to the Closing, Purchaser has had knowledge The Company shall have no indemnification obligations hereunder for any Losses arising out of any a breach by Seller of or inaccuracy of any representation, warranty, covenant or agreement contained set forth in this Agreement (and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived amount of any Losses incurred in respect of such breach pursuant to this Article VII, to sue for damages or assert inaccuracy shall not be included in the calculation of any other right or remedy arising from any matters relating limitations on indemnification set forth herein) if the matter giving rise to such breach, notwithstanding anything to breach or inaccuracy was included in the contrary contained herein or any certificate delivered pursuant heretodetermination of the release of the Escrow Amount under the Escrow Agreement. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by The Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Indemnitors shall not be applied liable to or considered Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price One Hundred Thousand Dollars ($100,000) (the “DeductibleBasket”), at in which time all such event Sellers shall only be required to pay or be liable for Losses in excess of the Deductible will Basket. The aggregate amount of all Losses for which the Seller Indemnitors shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02(a) shall not exceed [***] of One Million Dollars ($1,000,000) (the Purchase Price received by Seller“Cap”). (b) IfBuyer shall not be liable to Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Buyer shall be deemed required to have waived pay or be liable for all such breach Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to Section 8.03(a) shall not exceed the contrary contained herein or any certificate delivered pursuant heretoCap. (c) Notwithstanding anything the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )Losses based upon, no Party shall be liable for any arising out of, with respect to or by reason of, (i) specialfraud or willful or intentional misconduct or breach, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits any inaccuracy in or lost business, loss of enterprise value, diminution in value breach of any businessFundamental Rep, damage for which the aggregate liability of the Seller Indemnitors shall be limited to reputation the Purchase Price. (d) For purposes of this ARTICLE VIII, any inaccuracy in or loss breach of goodwill any representation or (iii) damages calculated based on a multiple of profitswarranty shall be determined without regard to any materiality, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty. (e) No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.02.

Certain Limitations. The indemnification provided for in Section 11.2 and Section 11.3 shall be subject to the following limitations: (a) Notwithstanding Seller shall not be liable to the other provisions Purchaser Indemnitees for indemnification under Section 11.2(a) until the aggregate amount of this Article VII, all Damages in respect of any indemnification by under Section 11.2(a) exceeds $50,000 (the “Basket Amount”), in which event Seller shall be required to pay or Purchaser, be liable for all such Damages from the first dollar. Seller shall have no further liability pursuant to Section 7.1 or 11.2(a) to the extent the aggregate amount of Damages for which it has provided indemnification pursuant to Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of 11.2 and Section 11.5 exceeds the Purchase Price (the “De Minimis AmountCap”) (); provided, that such Losses in no event shall be aggregated for purposes the Cap limit the liability of this clause Sellers pursuant to Section 11.2(b), (ic), (d) if they arise out of the same matter, fact, circumstance or event, (e) or a series of substantially related matters, facts, circumstances or eventsSection 11.5. (b) and, if such Losses do not exceed the De Minimis Amount, then such Losses Purchaser shall not be applied liable to or considered the Seller Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 11.3(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by Damages in respect of indemnification under Section 11.3(a) exceeds the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”)Basket Amount, at in which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, event Purchaser shall be deemed required to have waived pay or be liable for all such breach Damages from the first dollar. The aggregate amount of all Damages for which Purchaser shall be liable pursuant to this Article VIISection 11.3(a) shall not exceed the Cap; provided that in no event shall the Cap limit the liability of the Purchaser Parties pursuant to Section 11.3(b), to sue for damages (c) or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto(d). (c) Notwithstanding the foregoing, the limitations set forth in Section 11.4(a) and Section 11.4(b) shall not apply to Damages based upon, arising out of, with respect to or by reason of fraud or intentional misrepresentation. (d) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account herein, to the extent that it has been agreed or finally determined that a breach of a representation or warranty has occurred, any “materiality”, “Material Adverse Effect” or other similar qualification contained (directly or by way of definitions) in the representations and warranties in this Agreement shall be disregarded solely for purposes of determining the amount of Damages subject to indemnification hereunder (i.e., if the materiality threshold has been met, and subject to the Basket Amount (if it has not previously been exceeded), the Indemnified Party has a right to indemnification for the full amount of Damages caused, not just the portion which is in excess of any materiality threshold). (e) Other than with respect to a breach of any representation and warranty or covenant set forth in this Agreement, or as otherwise provided in Section 11.5, in no event whatsoever shall Sellers or any of their respective Affiliates have any indemnification obligations pursuant to Section 11.2 for any Third Party Claim )Claims (as defined below) relating to the P109 Project. (f) Except as provided in Section 11.5, in no Party event shall be liable for any (iEquity Seller’s or Seller Parent’s liability pursuant to Section 11.2(d) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iiie) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultexceed the Cap.

Certain Limitations. The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be The Company Unitholders shall have no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied Parent Indemnitees with respect to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amountunder Section 7.2(a), until the aggregate amount of all such Losses incurred by the Indemnified Party arising thereunder exceeds [***] of the Purchase Price $310,000 (the “Deductible”), at in which time all such case Company Unitholders will be liable only for Losses arising thereunder in excess of the Deductible will be Deductible, subject to indemnification hereunderthe other limitations in this Section 7.4; and (iiiprovided, however, that the Deductible shall not apply to Losses arising under Section 7.2(a) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant due to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] a breach of the Purchase Price received by SellerFundamental Representations. (b) IfThe Company Unitholders shall have no obligation to indemnify Parent Indemnitees with respect to aggregate Losses arising under Section 7.2(a) in excess of $5,000,000 (the “Cap”); provided, prior however that the Cap shall not apply to Losses arising under Section 7.2(a) due to a breach of the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoFundamental Representations. (c) Parent shall have no obligation to indemnify Unitholder Indemnitees with respect to Losses arising under Section 7.3(a) until the aggregate amount of all Losses arising thereunder exceeds the Deductible, in which case Parent will be liable only for Losses arising thereunder in excess of the Deductible, subject to the other limitations in this Section 7.4; provided, however, that the Deductible shall not apply to Losses arising under Section 7.3(a) due to a breach of the Fundamental Representations. The aggregate amount of all Losses for which Parent shall be liable pursuant to Section 7.3(a) shall not exceed the Cap. (d) Notwithstanding the foregoing, the limitations set forth in this Section 7.4 shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations or in the case of actual fraud by the applicable Indemnifying Party or the Company. Further, for the sake of clarity, the limitations set forth in Section 7.4 shall not apply to Losses resulting from, arising out of, or based upon Sections 7.2(b), (c), (d), (f), (g) or (h). Notwithstanding anything herein to the contrary contained herein (unless actually awarded and paid on account including the foregoing provisions of a Third Party Claim this Section 7.4(d)), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, in no event shall any Company Unitholder have an obligation to indemnify any Parent Indemnitee with respect to a Loss in an amount greater than the Company Unitholder’s Pro Rata Share of such Loss and (ii) lost profits or lost business, loss in no event shall any Company Unitholder have aggregate liability to the Indemnified Parties in excess of enterprise value, diminution in value the Merger Consideration actually received by such Company Unitholder. (e) The amount of any businessLosses incurred by Parent Indemnitees or Unitholder Indemnitees, damage to reputation as applicable, will be reduced by the net amount such Person, as applicable, actually recovers from any insurer or loss other party liable for such Losses, net of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metricthe costs and expenses incurred by the Indemnified Party in seeking such recoveries, in each casecase which the Indemnified Party reasonably estimates to result from such recoveries (including, whether based without limitation, anticipated increases in insurance premiums estimated in good faith), and will not be reduced for any tax benefits resulting therefrom. An Indemnified Party shall use commercially reasonable efforts to seek recovery, and to cause its Affiliates to seek recovery, from all insurance policies or other third-party agreements covering such Losses. For purposes of this Section 7.4(f) only, “commercially reasonable” means the Indemnified Party’s actions must be commercially reasonable taking into account all relevant considerations, including the risk of increased insurance premiums, the impact on contractinsurance claim history, tort, strict liabilitythe risk of insurance non-renewal, other Law or otherwiseinsurance policy risks and consequences and all other foreseeable consequences related to third parties, and whether or not arising from any other Party’s soleincluding foreseeable impacts on customer, joint or concurrent negligencevendor, strict liability distributor, supplier, strategic alliance, partner or other faultrelationships. (f) For purposes of determining whether a breach has occurred and calculating the amount of Losses in connection with a claim for indemnification under this Article VII, any inaccuracy in or breach of any representation or warranty (other than with respect to those representations and warranties contained in Sections 2.6, 2.8 and 2.9) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding Seller shall not be liable to the other provisions Buyer Indemnitees for indemnification under Section 8.02(a) for any individual Loss in respect of this Article VIIindemnification under Section 8.02 that does not exceed $10,000 (the “Basket”) or for aggregate Losses, in respect of any indemnification by Seller or Purchaser, pursuant to under Section 7.1 or Section 7.2, respectively, (i8.02(a) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price $100,000 (the “Deductible”), at which time but shall be liable for all Losses (including any individual Losses, whether or not such Losses exceed the Basket) in excess of the Deductible will be Deductible, subject to indemnification hereunder; and (iii) Seller’s the Cap or Purchaser’s as otherwise provided in this Article VIII. The aggregate Liability amount of all Losses for indemnification which Seller shall be liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02(a) and Section 8.02(c) shall not exceed [***] twenty-five percent (25%) of the value of the Purchase Price received Shares (valued at the Closing Price) and the Earnout Payment (valued at the VWAP of the Common Stock, for the ten (10) trading days immediately preceding the date of final determination of the Earnout Calculation Statement), issued hereunder, in the aggregate (the “Cap”). Notwithstanding any provision contained herein to the contrary, any Losses resulting from any breach or inaccuracy of any representation or warranty made by SellerSeller hereunder shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Material Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (b) If, prior Buyer shall not be liable to the ClosingSeller Indemnitees for any individual Losses that do not exceed the Basket or for aggregate Losses that do not exceed the Deductible, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser but shall be deemed to have waived liable for all Losses (including any individual Losses, whether or not such breach pursuant to this Article VIILosses exceed the Basket) in excess of the Deductible, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything up to the contrary contained herein or any certificate delivered pursuant heretovalue of the Cap. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )foregoing, no Party shall be liable for any (i) specialthe limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, punitivearising out of, exemplarywith respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, incidentalSection 3.02, consequential or indirect damagesSection 3.03, Section 3.20, Section 3.24, Section 4.01, Section 4.02, and Section 4.04, (ii) lost profits the limitations set forth in the first sentence of Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or lost business, loss of enterprise value, diminution in value by reason of any businessmatter set forth in Section 8.02(c) of the Disclosure Schedules, damage to reputation or loss of goodwill or and (iii) damages calculated the limitations set forth in Section 8.04(a) shall not apply to Losses based on a multiple upon, arising out of, with respect to or by reason of profitsSection 8.02(d). (d) Notwithstanding any provision of this Agreement to the contrary, revenue the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon or arising out of intentional breach, intentional misrepresentation, criminal misconduct, or fraud by any other financial metricIndemnifying Party. (e) For purposes of this Article VIII, any inaccuracy in each caseor breach of any representation or warranty shall be determined without regard to any materiality, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. (a) Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other provisions party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in this Article VIIAgreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, but except as otherwise provided in this subsection (b) and Schedule 10.5, Sellers shall not be liable to Buyer in respect of any indemnification by Seller or Purchaser, pursuant hereunder except to Section 7.1 or Section 7.2, respectively, the extent that (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under losses of Buyer, when aggregated with the following clause amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, exceeds One Million Dollars (ii$1,000,000) (the "Threshold Amount") (and then only to the extent such losses, when aggregated with the amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, exceed the excess of Five Hundred Thousand Dollars ($500,000); ) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the Environmental Threshold Amount (such excess being the "Excess Amount") and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all losses of Buyer, when aggregated with the amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, is less than the excess of Fifty Million Dollars) ($50,000,000) over any amounts expended by Buyer pursuant to Section 6.15 (as aggregated with the Multi-Stations as set forth therein), or with respect to which Buyer receives a proration in its favor under Section 6.15 (such Losses incurred by excess being the Indemnified Party exceeds [***] of "Indemnity Cap"); provided, the foregoing shall not be applicable to any amounts owed in connection with the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claimsproration adjustment thereof. In determining whether Sellers shall be obligated to indemnify Buyer under this Section 10, will not exceed [***] of once the Purchase Price received by Seller. (b) IfThreshold Amount has been satisfied, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, each representation and warranty and each covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser for which indemnity may be sought hereunder shall be deemed read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary materiality (including Material Adverse Effect) qualifications that may be contained herein or any certificate delivered pursuant heretotherein. (c) Notwithstanding anything any other provision of this Agreement to the contrary contained herein (unless actually awarded and paid on account contrary, in no event shall a party be entitled to indemnification for such party's consequential or punitive damages, regardless of a Third Party Claim ), no Party shall be liable the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses which form the basis for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultclaim for indemnification hereunder.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding Except with respect to Fundamental Representations, the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Indemnifying Party shall not be applied liable to or considered the Indemnified Party for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price $900,000 (the “Deductible”), at in which time all such event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible will Deductible. Except with respect to Fundamental Representations, with respect to any claim as to which the Indemnified Party may be subject entitled to indemnification hereunder; and (iii) Seller’s under Section 8.02(a), the Indemnifying Party shall not be liable for any individual Loss or Purchaser’s aggregate Liability for indemnification pursuant series of related Losses with respect to this Article VII, unless a particular inaccuracy or breach of a representation or warranty arising in connection with Fraud out of Seller the same event or the Divesting Entity or Third Party Claims, will circumstance which do not exceed [***] of $10,000 in the Purchase Price received by Selleraggregate (which Losses shall not be counted toward the Deductible). (b) IfExcept with respect to Fundamental Representations, prior the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.02(a) shall not exceed $9,000,000. With respect to the ClosingFundamental Representations, Purchaser has had knowledge the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.02(a) shall not exceed the Purchase Price, adjusted as provided in this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or similar payment actually received by the Indemnified Party (or the Company or Enterprises if Buyer is the Indemnified Party) in respect of any such claim (net of all Losses incurred to recover such insurance proceeds or indemnity, contribution or similar payment). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any Losses (as applicable), provided that the Indemnified Party shall have no obligation to commence or otherwise participate in any Action with respect thereto or to use any efforts to seek any indemnity, contribution or similar payment (other than under an insurance policy). (d) Except to the extent awarded to a third party in a Third Party Claim for which the Indemnified Party is otherwise entitled to indemnification under this Article VIII, in no event shall any Indemnifying Party be liable for any punitive damages as a result of a breach of this Agreement. (e) Each Indemnified Party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that gives rise thereto and the right to indemnification hereunder, in each case, to the extent required by Seller applicable Law. (f) No claim for indemnification may be asserted against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is provided to such party on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in Section 8.01. (g) The limitations set forth in subclauses (a) and (b) of this Agreement Section 8.04 do not in any way limit the obligation of any Indemnifying Party to indemnify any Indemnified Party from and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert against any other right or remedy Losses arising from any matters relating breach of a covenant, even if such breach also constitutes a breach of a representation or warranty. Without limitation, the obligations of the Stockholders to such breachindemnify the Buyer Indemnified Parties from and against all Losses for which the Buyer Indemnified Parties are entitled to indemnification under subclause (b), notwithstanding anything to (c), (d), (e), (f), (g), (h), (i) or (j) of Section 8.02 shall be unaffected by the contrary contained herein or any certificate delivered pursuant heretolimitations set forth in subclauses (a) and (b) of this Section 8.04. (ch) Notwithstanding anything Indemnification for the matters described in Item 4 of Section 8.02(j) of the Disclosure Schedules shall be limited to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultextent set forth therein.

Certain Limitations. (a) Notwithstanding the other provisions Seller shall have no liability under Section 9.2(a) with respect to breaches of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, its representations and warranties until the aggregate amount of all such Losses Damages incurred by the Buyer Indemnified Party Parties exceeds [***] of the Purchase Price $250,000 (the “DeductibleDeductible Amount”), at in which time all such Losses event Seller shall be liable for Damages only to the extent they are in excess of the Deductible will be subject Amount; provided that none of the limitations in this Section 9.5(a) shall apply to indemnification hereunder; and (iiix) Seller’s the Fundamental Representations, (y) Section 4.8 (Taxes) or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising (z) any payment obligations in connection with Fraud respect of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerTaxes. (b) IfIn no event shall Seller’s aggregate liability under Section 9.2(a) and Section 9.2(b) exceed $13,000,000; provided that Seller’s aggregate liability under Section 9.2(a) in respect of a breach of all representations and warranties other than Fundamental Representations shall not exceed the lesser of (x) $6,000,000 and (y) the aggregate cash consideration received by Seller within a year after the Execution Date, prior to including any Cash Consideration received and any cash realized from the Closing, Purchaser has had knowledge sale of any breach by Seller of any representation, warranty, covenant Preferred Units or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived Common Units within such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoperiod. (c) For purposes of the indemnification obligations in this Article IX only, in determining the amount of any Damages in connection therewith, any materiality, material adverse effect or Material Adverse Effect qualifiers in such representations or warranties shall be disregarded. (d) The Parties are in agreement that where the same set of facts qualifies under more than one provision entitling Buyer or Seller to a claim or remedy under this Agreement, Buyer or Seller, as applicable, shall only be entitled to be indemnified once in respect of such set of facts and shall not be entitled to double recovery hereunder. Notwithstanding anything the foregoing, an Indemnified Party will be entitled to seek recovery under such provisions of this Agreement that maximize its recovery (e.g., if particular losses would be subject to the contrary contained herein (unless actually awarded and paid on account of Deductible Amount if a Third claim were made under one provision, but would not be subject to the Deductible Amount if made under another provision, then the Indemnified Party Claim may seek recovery under the provision that is not subject to the Deductible Amount), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any The Buyer Indemnitees shall not be entitled to indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation 12.3 with respect to indemnify any claim for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, indemnification unless and until the aggregate amount of all such Losses incurred by or sustained by, or imposed upon, the Indemnified Party Buyer Indemnitees exceeds [***] of the Purchase Price $1,000,000 (the “Deductible”), at . The aggregate amount of Losses for which time all such Losses in excess of the Deductible will Buyer Indemnitees shall be subject entitled to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, XII will not exceed [***] the Indemnity Escrow Amount (the “Cap”). The Indemnity Escrow Amount then remaining in the Indemnity Escrow Account shall serve as the sole and exclusive source of payment of any claim for indemnification pursuant to Section 12.3. Notwithstanding the Purchase Price received by Sellerforegoing, neither the Deductible nor the Cap shall apply to any Losses resulting from Fraud. (b) If, prior No individual Losses may be claimed by the Buyer Indemnitees with respect to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach claim for indemnification pursuant to this Article VIISection 12.3, unless the amount of such Losses, together with all other Losses arising out of the same facts and circumstances, exceeds $50,000 (the “De Minimus Basket”) (and such Losses that are less than the De Minimus Basket shall apply towards satisfaction of the Deductible). Notwithstanding the foregoing, the De Minimus Basket shall not apply to sue for damages or assert any other right or remedy arising Losses resulting from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoFraud. (c) Notwithstanding anything No Buyer Indemnitee shall be entitled to indemnification for any Losses to the contrary contained herein (unless actually awarded extent that such matter was included or reflected in the determination of the Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and paid on account of a Third Party Claim Closing Date Unpaid Company Transaction Expenses and the resulting Adjustment Amount derived therefrom in accordance with Section 3.4(d), no Party shall be liable such that a Buyer Indemnitee would have already been compensated for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultsuch Losses.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions contrary, the maximum aggregate liability of this Article VII, in respect Seller to all Purchaser Indemnified Parties taken together for all Purchaser Losses under Section 10.1(a) by Purchaser Indemnified Parties shall be limited to a maximum of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] 33?% of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerPrice. (b) If, prior Notwithstanding anything contained herein to the Closingcontrary, Seller shall not be obligated to make any indemnification payment under Sections 10.1(a)(i) or 10.1(a)(iv) unless and until the aggregate Purchaser has had knowledge of Losses sustained by Purchaser Indemnified Parties (calculated as specified in Section 10.2(a)) for all claims that meet or exceed $100,000 (the "Minimum Claim ------------- Threshold") exceed $5,000,000 (the "Deductible"), and then any breach indemnification --------- ---------- with respect to Purchaser Losses shall be made by Seller of any representationonly to the extent that such Purchaser Losses meeting the Minimum Claim Threshold exceed the Deductible; provided that once the Deductible is satisfied, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with indemnification claims meeting the Closing, Purchaser Minimum Claim Threshold shall be deemed to have waived made by Seller for the full amount of each such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoclaim. (c) Notwithstanding anything contained herein to the contrary contained herein contrary, Purchaser shall not be obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties (unless actually awarded and paid on account of a Third Party calculated as specified in Section 10.2(a)) for all claims that meet or exceed $100,000 (the "Minimum Claim Threshold") exceed ----------------------- $5,000,000 (the "Deductible"), no Party and then any indemnification with respect to ---------- Seller Losses shall be liable made by Purchaser only to the extent that such Seller Losses meeting the Minimum Claim Threshold exceed the Deductible; provided that once the Deductible is satisfied, indemnification claims meeting the Minimum Claim Threshold shall be made by Purchaser for any the full amount of each such claim. (id) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss The representations and warranties of enterprise value, diminution Seller contained in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metricthis Agreement shall survive for 18 months following the Closing Date or, in each casethe case of the Hydro Assets, whether based on contractfor 18 months following the date of transfer of such Hydro Assets; provided, torthowever, strict liabilitythat the representations and warranties set forth in Sections 4.6(a), other Law 4.6(c) and 4.11 and the representations and warranties with respect to title contained in 4.6(b) shall survive until the expiration of the statute of limitations relating to the subject matter of such representations and warranties and that the representations and warranties set forth in Section 4.14 shall survive until the third anniversary of the Closing Date. (e) The remedies provided for in this Article X constitute the sole and exclusive remedy for claims for Purchaser Losses or otherwiseSeller Losses caused by or arising out of breach of warranty or inaccurate or erroneous representation. Such claims may be made only pursuant to Article X and only by written notice within the survival period of such representation and warranty provided for in Section 10.2(d). (f) The obligations to indemnify and hold harmless a party hereto pursuant to this Article X shall terminate when the applicable representation and warranty terminates pursuant to Section 10.2(d); provided, however, that -------- ------- such obligations to indemnify and whether or hold harmless shall not arising from terminate with respect to any other Party’s soleitem as to which the person to be indemnified shall have, joint or concurrent negligencebefore the expiration of the applicable period, strict liability or other faultpreviously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the indemnifying person.

Certain Limitations. The party making a claim under this Article VII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article VII is referred to as the "Indemnifying Party". The indemnification provided for in Section 7.02 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Indemnifying Party shall not be applied liable to or considered the Indemnified Party for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, indemnification for an Ordinary Breach Claim until the aggregate amount of all such claimed Losses incurred by the Indemnified Party in respect of Ordinary Breach Claims exceeds [***] of the Purchase Price $1,000,000 (the “DeductibleThreshold”), at in which time event the Indemnifying Party be required to pay or be liable for all such Losses in excess from the first dollar thereof. With respect to any Ordinary Breach Claim, the Indemnifying Party shall not be liable for any individual or series of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will related Losses which do not exceed [***] of $50,000 (which Losses shall, not be counted toward the Purchase Price received by SellerThreshold). (b) If, prior to the Closing, Purchaser has had knowledge The aggregate amount of any breach by Seller all Losses arising out of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue Ordinary Breach Claims for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no which an Indemnifying Party shall be liable pursuant to Section 7.02 shall not exceed the Indemnity Escrow Amount and in no event shall the aggregate of all indemnification amounts paid by Seller for Losses arising out of Ordinary Breach Claims hereunder exceed that amount. Any indemnity payments for Losses due pursuant to Section 7.02 shall be made first from the Indemnity Escrow Amount in accordance with the terms of the Escrow Agreement and then, to the extent such Losses exceed the remaining Indemnity Escrow Amount and do not arise from Ordinary Breach Claims, directly by Seller; provided, however, that to the extent any amounts are released from the escrow account and deducted from the Indemnity Escrow Amount with respect to claims other than Ordinary Breach Claims, such released amounts shall not reduce the amount that Buyer may recover with respect to Ordinary Breach Claims. ACTIVE 209289734v.13 (ic) specialPayments by an Indemnifying Party pursuant to Section 7.02 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Party or its Affiliates) and any indemnity, punitivecontribution or other similar payment received by the Indemnified Party in respect of any such claim, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in offset by the net present value of any businessresulting premium increases and net of any collection costs; provided, damage that nothing in this Agreement shall require an Indemnified Party to reputation pursue payments under insurance policies or loss of goodwill or (iii) damages calculated based on a multiple of profitsindemnity, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability contribution or other faultsimilar agreements.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses HSH shall not be applied liable to or considered HSMG Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, Section 8.02 until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02 exceeds [***] of the Purchase Price $100,000 (the “DeductibleBasket”), at in which time event HSH shall be required to pay or be liable for all such Losses in excess of the Deductible will Basket. (b) HSMG shall not be subject liable to the HSH Indemnitees for indemnification hereunder; under Section 8.03 (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of Surviving Representations (the “Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Basket Exclusions) exceeds the Basket, in which event HSMG shall be required to pay or be liable for all such Losses in excess of the Basket. (c) The Parties acknowledge and (iii) Seller’s or Purchaser’s aggregate Liability agree that the maximum liability of HSH, on the one hand, and HSMG, on the other hand, for indemnification pursuant to this Article VIIVIII shall be the sum of $1,000,000 (the “Cap”), unless arising and neither HSMG, on the one hand, nor HSH, on the other hand, shall have any liability to the other in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] excess of the Purchase Price received by SellerCap. (bd) IfAll liabilities and obligations of HSMG that may arise under Section 8.03 (“HSMG Indemnification Liabilities”), prior if any, will be satisfied via the issuance by HSMG of shares of HSMG Common Stock to the ClosingShareholders of a number of shares of HSMG Common Stock valued at the Assumed HSMG Common Stock Value, Purchaser has had knowledge as is equal in value to the amount of any breach the HSMG Indemnification Liabilities, to be allocated amongst the Shareholders pro rata according to the number of shares of HSH Common Stock held by Seller each Shareholder as of any representationthe Effective Time. Such transfer, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall assignment will be deemed in full payment and satisfaction of the HSMG Indemnification Liabilities with respect to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretowhich payment is being made. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Section 11.2 and Section 11.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in Each party’s liability with respect of any indemnification by Seller or Purchaser, to Losses pursuant to Section 7.1 or 11.2 and Section 7.2, respectively, (i) there will 11.3 shall be no obligation limited in the aggregate to indemnify for any individual item where the Losses relating thereto is less than [***] of an amount equal to the Purchase Price (Price. Notwithstanding the “De Minimis Amount”) (providedforegoing, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with claims based upon Fraud of Seller or the Divesting Entity or Third Party Claims, will shall not exceed [***] of the Purchase Price received by Sellercapped. (b) If, prior No Buyer Indemnitee will be entitled to the Closing, Purchaser has had knowledge indemnification under this Agreement for any Loss arising from a breach of any breach by Seller of any representation, warranty, covenant representation or agreement contained warranty set forth in this Agreement (and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived amount of any Loss incurred in respect of such breach will not be included in the calculation of any limitation on indemnification set forth in this Agreement) to the extent that such Loss or Liability (A) is accurately and specifically accrued, provided or reserved for, or otherwise reflected or taken into account in the Interim Financial Statements (but only to the extent of such accrual or reserve); (B) arises from any item or matter that is included or otherwise taken into account in or was specifically raised as part of the settlement of items of the Adjustment Statement (including, for the avoidance of doubt, those items set forth in the balance sheet included therewith delivered pursuant to this Article VIISection 3.2(a)); or (C) arises out of changes in accounting principles or applicable Laws, to sue for damages rules, or assert any other right regulations or remedy arising from any matters relating to such breach, notwithstanding anything to interpretations thereof announced after the contrary contained herein or any certificate delivered pursuant heretoClosing Date. (c) Notwithstanding anything Seller will not be required to indemnify any Buyer Indemnitee to the contrary contained herein (unless actually awarded and paid on account extent of any Losses that are determined by Final Adjudication to have resulted from the Fraud of a Buyer Indemnitee. (d) Seller will not be required to indemnify any Buyer Indemnitee to the extent any Loss is contingent, unless and until such contingent Loss becomes an actual Loss of such Buyer Indemnitee that is due and payable; provided that, the foregoing shall not release Seller from its obligation under Article 11 (subject in all respects to the terms, conditions and limitations of this Article 11) to indemnify Buyer for the cost of defending any Third Party Claim )Claims with respect to contingent Losses which are brought and noticed in accordance with the requirements of this Article 11 prior to the expiration of the applicable survival period, no Party and Buyer Indemnitees shall have the right to make a claim for indemnification with respect to a contingent Loss prior to the expiration of the applicable survival period set forth in Section 11.1, and if and to the extent such claim is duly noticed and the applicable Buyer Indemnitee states and advances the substance of the underlying claim (but not, for the avoidance of doubt, the amount of Losses, if the Losses remain contingent at such time) pursuant to the indemnification procedures set forth in this Article 11 prior to the expiration of the applicable survival period, Buyer Indemnitee shall be liable entitled to indemnification in respect of actual Loss incurred in respect of such claim following the expiration of the applicable survival period, subject in all respects to the other terms of Article 11, notwithstanding the expiration of the applicable survival period. No Buyer Indemnitee will have the right to assert and (A) claim for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss indemnification of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill a Loss or (iiiB) damages calculated based on a multiple of profits, revenue claim with respect to which such person has taken action (or any other financial metric, caused action to be taken) to accelerate the time period in each case, whether based on contract, tort, strict liability, other Law which such matter is asserted or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultpayable.

Certain Limitations. (ai) Notwithstanding anything contained herein to the other provisions of this Article VIIcontrary, in respect of any indemnification by (x) Seller or Purchaser, shall have no liability to the Buyer Indemnified Parties pursuant to Section 7.1 9.2(a)(i) 9.2(a)(ii)(x), or 9.2(a)(ii)(y) with respect to any claim or series of related claims thereunder unless and until all Losses with respect to such claim or series of related claims exceed on a cumulative basis an amount equal to Twenty Five Thousand Dollars ($25,000) (such amount, the “Claims-Specific Threshold”), in which case the Buyer Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such claim or series of related claims, (y) Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or Section 7.2, respectively, (i9.2(a)(ii)(y) there will be no obligation with respect to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, claims thereunder unless and until the aggregate total amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price Buyer Indemnified Parties with respect to such claims under such provisions (excluding claims that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such claims)) exceed on a cumulative basis Four-Hundred Thousand Dollars ($400,000) (the “Deductible”), at in which time all case the Buyer Indemnified Parties shall be entitled to indemnification pursuant to such provisions, subject to the further limitations set forth in this Article IX, with respect to such claims only for those Losses in excess of the Deductible will be subject to indemnification hereunder; Deductible, and (iiiz) Seller’s or Purchaser’s the aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud liability of Seller or with respect to claims by the Divesting Entity or Third Party ClaimsBuyer Indemnified Parties under Sections 9.2(a)(i), will 9.2(a)(ii)(x) and 9.2(a)(ii)(y) shall not exceed [***] of Four Million Dollars ($4,000,000) (the Purchase Price received by Seller. (b) If, prior “Cap”). Notwithstanding anything to the Closingcontrary herein, Purchaser has had knowledge the limitations contained in the first sentence of this Section 9.2(c)(i) shall not apply with respect to claims relating to or arising from (I) fraud or (II) any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoFundamental Seller Representation. (cii) Notwithstanding anything contained herein to the contrary, (x) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 9.2(b)(i) or 9.2(b)(ii)(x) with respect to any claim or series of related claims thereunder unless and until all Losses with respect to such claim or series of related claims exceed on a cumulative basis an amount equal the Claims-Specific Threshold, in which case the Seller Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such claim or series of related claims, (y) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 9.2(b)(i) with respect to any claims thereunder unless and until the total amount of all Losses of the Seller Indemnified Parties with respect to such claims (excluding claims that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such claims)) exceed on a cumulative basis the Deductible, in which case the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 9.2(b)(i), subject to the further limitations set forth in this Article IX, with respect to such claims only for those Losses in excess of the Deductible, and (z) the aggregate liability of Buyer with respect to claims by the Seller Indemnified Parties under Sections 9.2(b)(i) and 9.2(b)(ii)(x) shall not exceed the Cap. Notwithstanding anything to the contrary herein, the limitations contained herein in the first sentence of this Section 9.2(c)(ii) shall not apply with respect to claims relating to or arising from (unless actually awarded and paid on account of a Third Party Claim )I) fraud, no Party shall be liable for or (II) any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value breach by Buyer of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultFundamental Buyer Representation.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding The aggregate amount of Losses for which the other provisions of Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification pursuant to this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price VIII shall not exceed $100,000 (the “De Minimis AmountIndemnification Cap”), other than with respect to the following: claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and claims based on Fraud, criminal activity or willful misconduct of Buyer (provided, that such Losses shall be aggregated for purposes of this clause the claims described in clauses (i), (ii) if they arise out of and (iii), the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events“Buyer Special Indemnification Matters”). (b) and, if such Losses do not exceed the De Minimis Amount, then such Losses Seller shall not be applied liable to or considered the Buyer Indemnified Parties for purposes of calculating indemnification under Section 8.02 unless and until the aggregate amount of Losses in respect of indemnification under Section 8.02 exceed $50,000 (the following clause “Threshold”) (iiprovided that any individual or series of related Losses which do not exceed $50,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the Threshold up to the Cap, including, for the avoidance of doubt, De-Minimis Losses; (ii) where provided, however, that such Losses to be paid solely from return of shares of stock held by Seller in Buyer; provided, further, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from such individual claim is equal the indemnification obligation with respect to or greater than Seller Special Indemnification Matters. Buyer shall not be liable to the De Minimis Amount, Seller Indemnified Parties for indemnification under Section 8.03 unless and until the aggregate amount of all such Losses incurred by in respect of indemnification under Section 8.03 exceeds the Indemnified Party exceeds [***] of Threshold (provided that De-Minimis Losses shall not be counted towards the Purchase Price (the “Deductible”Threshold), at which time all such the Seller Indemnified Party shall be indemnified for the amount of Losses in excess of the Deductible will Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be subject to indemnification hereunder; applicable with respect to, and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of each Seller or the Divesting Entity or Third Indemnified Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed entitled to have waived such breach pursuant be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoBuyer Special Indemnification Matters. (c) Notwithstanding anything Payments by the Indemnifying Party (as defined in Section 8.05) pursuant to Article VIII in respect of any Loss shall be limited to the contrary contained herein amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (unless actually awarded and paid on account as defined in Section 8.05) in respect of a Third any such claim. (d) Notwithstanding the foregoing, in no event shall the Indemnifying Party Claim ), no Party shall be liable to the Indemnified Party for any (i) special, punitive, exemplary, incidental, consequential consequential, special or indirect damages, (ii) lost profits including loss of future revenue or lost businessincome, loss of enterprise valuebusiness reputation or opportunity relating to the breach or alleged breach of this Agreement, diminution in value or any damages based on any type of multiple except to the extent adjudicated and owed to a third party with respect to a Third Party Claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses upon becoming aware of any businessevent or circumstance that would be reasonably expected to, damage or does, give rise to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultLosses.

Certain Limitations. Notwithstanding anything to the contrary contained herein, the indemnification provided for in Section 10.2 and Section 10.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Contributor shall not be applied liable to the Acquiror Indemnitees for indemnification under Section 10.2(a) (other than with respect to a claim for indemnification as a result of any inaccuracy in or considered for purposes breach of calculating Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.4 (Title to the aggregate amount Acquired Interests), Section 3.6 (Brokers), Section 4.1 (Organization and Qualification of Losses under the following clause Subject Entities), Section 4.2 (iiCapitalization of the Subject Entities; Subsidiaries); , Section 4.3 (iiAuthority), Section 4.12 (Brokers), Section 5.1 (Organization and Qualification) where and Section 5.2 (Authority) (collectively, the Losses arising from such individual claim is equal to or greater than the De Minimis Amount“Contributor Fundamental Representations”)), until the aggregate amount of all such Losses incurred by indemnifiable under Section 10.2(a) (other than those with respect to any Contributor Fundamental Representation and other than those excluded pursuant to Section 10.4(b)) exceeds an amount equal to the Indemnified Party exceeds [***] of Deductible, in which event the Purchase Price (the “Deductible”), at which time all such Acquiror Indemnitees shall only be entitled to recover Losses in excess of the Deductible will be such amount, subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerother limitations set forth herein. (b) If, prior Contributor shall not be liable to the Closing, Purchaser has had knowledge Acquiror Indemnitees for indemnification under Section 10.2(a) (other than with respect to a claim for indemnification with respect to or by reason of any breach by Seller Contributor Fundamental Representation) for any particular Loss (including any series of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach related Losses) indemnifiable pursuant to this Article VIISection 10.2(a) (other than those with respect to any Contributor Fundamental Representation), unless such Loss (including any series of related Losses) equals or exceeds the Per Claim Deductible, and any Losses (or series of related Losses) that are less than the Per Claim Deductible (other than those with respect to sue any Contributor Fundamental Representation) shall not be included in the aggregate Losses indemnifiable pursuant to Section 10.2(a), including for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to purposes of the contrary contained herein or any certificate delivered pursuant heretocalculation in Section 10.4(a). (c) Notwithstanding anything Acquiror shall not be liable to the contrary contained herein Contributor Indemnitees for indemnification under Section 10.3(a) (unless actually awarded other than with respect to a claim for indemnification as a result of any inaccuracy in or breach of any representation and paid on account of a Third Party Claim warranty in Section 6.1 (Organization and Qualification), no Party shall be liable for any Section 6.2 (iAuthority), Section 6.4 (Valid Issuance; Listing) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.Section

Certain Limitations. For purposes of determining whether there is or was an inaccuracy in, or whether there has been a breach of, any representation or warranty herein, all qualifications in the representations and warranties herein as to “material”, “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in or applicable to such representation or warranty, shall be regarded. In addition, notwithstanding anything to the contrary in this Agreement, other than for claims for Fraud or intentional misrepresentation, the indemnification provided for in this Agreement shall be subject to the following limitations and qualifications: (a) Notwithstanding the other provisions of this Article VII, in respect of The Purchaser Indemnified Parties shall not be entitled to any indemnification by from the Seller or Purchaser, and Equityholders pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”12.02(a) (provided, that such Losses shall be aggregated for purposes other than in connection with breaches of this clause (iFundamental Representations) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate dollar amount of all such Losses incurred by that would otherwise be indemnifiable pursuant to Section 12.02(a) exceeds, in the Indemnified Party exceeds [***] of aggregate, the Purchase Price amount equal to One Million Dollars ($1,000,000) (the “Deductible”), at after which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the Deductible will be Deductible, subject to a cap equal to the Indemnity Escrow Amount for breaches of any non-Fundamental Representations and the other limitations set forth herein. For the avoidance of doubt, the Purchaser Indemnified Parties shall be entitled to dollar one indemnification hereunder; from the Seller and (iiiEquityholders pursuant to Section 12.02(a) Seller’s or Purchaser’s aggregate Liability for breaches of Fundamental Representations and for indemnification from the Seller and Equityholders pursuant to this Article VIISection 12.02(b)-(j), unless arising in connection with Fraud of Seller Section 12.03, Section 12.04, Section 12.05 or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerSection 12.06. (b) IfExcept in the case of Fraud or intentional misrepresentation, prior under no circumstances will the Purchaser Indemnified Parties be entitled to recover from the ClosingSeller and Equityholders, Purchaser has had knowledge in the aggregate, any amounts in excess of the Closing Purchase Price in respect of any breach by Seller and all claims for indemnification for breaches of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoFundamental Representations asserted under Section 12.02(a). (c) Notwithstanding anything Each Purchaser Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate all Losses after it becomes aware of any event that could reasonably be expected to give rise to any Losses that are subject to indemnification hereunder. (d) An Indemnified Party shall not be entitled under this Agreement to multiple recoveries for the contrary contained herein same Loss against all or any other Parties. (unless actually awarded and paid on account of a Third Party Claim ), no e) No Purchaser Indemnified Party shall be liable for entitled to indemnification under this ARTICLE XII with respect to any Losses to the extent that such Losses have been included as a monetary amount in the final Closing Statement. (if) specialAfter any indemnification payment is made to any Indemnified Party pursuant to this ARTICLE XII, punitivethe Indemnifying Party shall, exemplaryto the extent of such payment, incidentalbe subrogated to all rights (if any) of the Indemnified Party against any third party in connection with the Losses to which such payment relates. Without limiting the generality of the preceding sentence, consequential or indirect damagesany Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall execute, (ii) lost profits or lost businessupon the written request of the Indemnifying Party, loss of enterprise value, diminution in value of any business, damage instrument reasonably necessary to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultevidence such subrogation rights.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VIIforegoing, in respect of the Indemnifying Sellers shall not have any Liability to the Parent Indemnified Parties for any claims for indemnification made by Seller or Purchaser, the Parent Indemnified Parties pursuant to Section 7.1 or Section 7.2, respectively, (i7.2(a)(i) there will be no obligation to indemnify other than claims for any individual item where the Losses relating thereto is less than [***] breaches of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, Fundamental Representations until the aggregate total amount of all such Losses incurred by which the Parent Indemnified Party Parties would recover under Section 7.2(a)(i) exceeds [***] of the Purchase Price (the “DeductibleIndemnity Basket”), at which time point the Parent Indemnified Parties shall be entitled to recover for all such Losses in excess Damages from the first dollar up to the General Indemnity Cap; provided, however, that: the General Indemnity Cap shall not apply to any Damages based upon, arising out of, or by reason of (A) any inaccuracy of the Deductible will Fundamental Representations or (B) Fraud; provided, however, that in the event of any Fraud results solely from the action or inaction of one or more Indemnifying Sellers, only such Indemnifying Sellers shall be liable to the Parent Indemnified Parties in respect of such Fraud. Any Damages based upon, arising out of, or by reason of (x) any breach of the Fundamental Representations, or (y) Fraud shall not count toward the General Indemnity Cap, but shall be subject to the caps described in Section 7.2(b). (b) All Damages shall be net of any amounts actually recovered by the applicable Indemnified Party under Insurance Policies or other collateral sources (such as contractual indemnitees of any Person which are contained outside of this Agreement) with respect to such Damages, less any actual costs, deductibles or expenses incurred in connection with securing such amounts (including any increased premiums resulting therefrom). The Indemnified Party shall use commercially reasonable efforts to mitigate any Damages which form the basis of a claim for indemnification hereunder, including by making any insurance or other claims under applicable Insurance Policies then in effect or other collateral sources, in each case, that reasonably relate to or provide coverage with respect to any Damages for which any Indemnified Party has been indemnified under this Article VII. In no event shall any Indemnifying Party have any liability to the Indemnified Party for any punitive, exemplary, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any other Transaction Document, or diminution of value or any damages based on any type of multiple; provided, that an Indemnifying Party shall be liable to the Indemnified Party for such punitive or exemplary damages to the extent they are recovered against an Indemnified Party pursuant to a Third Party Claim. (c) If the amount to be netted pursuant to Section 7.5(a) from any payment required under this Article VII is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VII, the Indemnified Party shall repay to the Indemnifying Parties, promptly after such determination, any amount that the Indemnifying Parties would not have had to pay pursuant to this Article VII had such determination been made at the time of such payment. (d) The Sellers shall have no indemnification obligation for Damages with respect to (i) any Taxes reflected in the calculation of Merger Consideration, (ii) any Taxes arising from actions taken by Parent, the Company, the First-Step Surviving Corporation, the Surviving Entity or any affiliate on the Closing Date and after the Closing outside of the ordinary course of business and not contemplated by this Agreement and (iii) Seller’s the amount or Purchaser’s aggregate Liability availability of any net operating loss, capital loss, Tax credits, Tax basis or other Tax asset or attribute of the Company in any taxable period (or portion thereof) beginning after the Closing Date. (e) Subject to the limitations set forth in this Section 7.5, any claims for indemnification with respect to Company breaches and any claims for indemnification against the Indemnifying Sellers pursuant to this Article VII shall be satisfied by the Indemnifying Sellers, on a several but not joint basis, in accordance with their respective Pro Rata Portion of the Merger Consideration. (f) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Damages suffered by such Indemnified Party more than once, regardless of whether such Damages may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. (g) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VII, unless arising in connection the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person not a party to this Agreement with Fraud of Seller or respect to the Divesting Entity or Third subject matter underlying such indemnification claim and the Indemnified Party Claims, will not exceed [***] of shall assign any such rights to the Purchase Price received by SellerIndemnifying Party. (bh) IfSolely for purposes of determining whether there is an inaccuracy in or breach of a representation or warranty, prior to any materiality, Material Adverse Effect or similar qualification limiting the Closingscope of such representation or warranty (except for the Materiality Scrape Exclusions) shall be disregarded. For the avoidance of doubt, Purchaser has had knowledge such qualifications shall not be disregarded for purposes of determining the amount of any breach by Seller Damages in respect of any representation, warranty, covenant such inaccuracy in or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived breach of such breach pursuant to this Article VII, to sue for damages representations or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretowarranties. (ci) Notwithstanding anything Parent is hereby authorized, at any time and from time to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )time, no Party shall be liable for any subject to (i) specialthe procedures set out in Sections 7.3, punitive, exemplary, incidental, consequential or indirect damages, and 7.4 and (ii) lost profits or lost businessif applicable, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwisethe General Indemnity Cap, and whether after giving prior written notice to the Seller Representative, to set-off and apply any and all amounts owing by the Indemnifying Sellers under this Agreement against any shares of the Indemnity Holdback or, if applicable, the Stock Consideration Shares. Such shares of the Indemnity Holdback or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultStock Consideration Shares shall be valued at the Parent Common Stock Per Share Price.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant Subject to Section 7.1 or 2.06, Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 7.2, respectively, 8.02(a) (i) there will be no obligation to indemnify for any individual item where Loss until the Losses relating thereto is less than [***] amount of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses Loss exceeds $1,000 in which event Sellers shall be aggregated required to pay or be liable for purposes of this clause (i) if they arise out of the same matterentire such Loss, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by in respect of indemnification under Section 8.02(a) exceeds $100,000, in the Indemnified Party exceeds [***] of the Purchase Price aggregate (the “DeductibleBaskets”), at in which time event Sellers shall be required to pay or be liable for all such Losses in excess of from the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) first dollar. Notwithstanding anything to the contrary contained herein in the foregoing, Sellers shall not be liable to Buyer for any Losses in an aggregate amount in excess of $1,500,000 except that such limitation shall not apply to the extent that it is exceeded on account of (unless A) actual fraud by Sellers or the Individual Guarantors, (B) the failure of Sellers to convey to Buyer good title free from Encumbrances as to the LLC Interests other than Permitted Interest Encumbrances, and (C) any matter disclosed on Sections 3.16(a) or 3.16(d) of the Disclosure Schedule or any inaccuracy in or breach of the representations set forth in Sections 3.16(a) or 3.16(d) above (it being understood, however, that the maximum aggregate amount for which the Buyer Indemnitees shall be entitled to indemnification from any Seller pursuant to this Article VIII shall in no event exceed the portion of the Purchase Price actually awarded received by such Seller). (b) Buyer shall not be liable to Seller Indemnitees for indemnification under Section 8.03(a) until the individual amount of any Loss and paid the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Baskets, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. Notwithstanding anything to the contrary in the foregoing, Buyer shall not be liable to Sellers for any amount in excess of $1,500,000 except that such limitation shall not apply to the extent that it is exceeded on account of a Third Party Claim )claim involving actual fraud by Buyer. (c) Solely for purposes of calculating the amount of any Loss resulting from a breach of the representations or warranties set forth herein, no Party “materiality” and Material Adverse Effect qualifications shall be liable disregarded, but such qualifications shall not, for any (i) specialthe avoidance of doubt, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss be disregarded for purposes of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on determining whether a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultbreach has occurred.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding Seller and the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Stockholders shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price $30,000 (the “DeductibleBasket”), at in which time event Seller and the Stockholders shall be required to pay or be liable for all such Losses in excess from the first dollar. The aggregate amount of all Losses for which Seller and the Deductible will Stockholders shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02(a) shall not exceed [***] of $600,000 (the Purchase Price received by Seller“Cap”). (b) IfThe aggregate amount of all Losses for which Seller and the Stockholders shall be liable pursuant to Section 8.02(c) shall not exceed $600,000 (the “IP Cap”). This amount is separate and in addition to amount of Seller’s and the Stockholders’ indemnification obligation under Section 8.02(a). If an indemnification claim by a Buyer Indemnitee could relate to either Section 8.02(a) or 8.02(c), prior it shall be deemed to be made under both Section 8.02(a) or 8.02(c), and Buyer shall have the Closing, Purchaser has had knowledge right to determine during or at the conclusion of any breach by Seller the resolution of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser indemnification claim which Section it shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretobeen indemnified under. (c) No claims for indemnification under Section 8.02(c) may be made after the second annual anniversary of the Closing Date. Notwithstanding anything the foregoing, any claims asserted in good faith with reasonable specificity (to the contrary contained herein extent known at such time) and in writing by notice from a Buyer Indemnified Party to Seller prior to the second annual anniversary of the Closing Date shall survive until finally resolved. (unless actually awarded and paid on account d) Buyer shall not be liable to Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of a Third Party Claim )all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, no Party in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable for any pursuant to Section 8.03(a) shall not exceed the Cap. (e) Notwithstanding the foregoing, (i) specialthe limitations set forth in Section 8.04(a) and Section 8.04(d) shall not apply to Losses based upon, punitivearising out of, exemplarywith respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, incidentalSection 3.03, consequential or indirect damagesSection 3.19, Section 3.22 and Section 4.01, and (ii) lost profits or lost business, loss the maximum amount the Seller and the Stockholders shall be required to pay under Section 8.02 shall be such amount of enterprise value, diminution in value of any business, damage the Purchase Price as has been actually paid to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultSeller by Buyer.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein in this Agreement (unless actually awarded A) in no event shall Seller be required to pay the Seller Termination Fee on more than one occasion, and (B) in the event that a No Vote Fee has already been paid on account of a Third Party Claim under Section 8.3(a)(iv) or the Buyer Expenses have already been paid under Section 8.3(a)(v), no Party Seller shall be liable for any (i) specialentitled to credit the amount of the Buyer Expenses or No Vote Fee actually paid against the amount of the Seller Termination Fee it is required to pay under Section 8.3(a)(i), punitive, exemplary, incidental, consequential or indirect damages, if any. (ii) lost profits Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 11.8 (which shall not be limited by this Section 8.3(b)(ii)) and Section 8.4 and other than as set forth in Article IX and Article X), Buyer’s right to receive payment from Seller of the Seller Termination Fee and the No Vote Fee and the Buyer Expenses pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy of Buyer against Seller and its Subsidiaries and any of their respective former, current or lost businessfuture general or limited partners, loss stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (collectively, the “Seller Related Parties”) for all Losses suffered as a result of enterprise valuethe failure of the Second Tranche Acquisition to be consummated, diminution in value and upon payment of such amount, none of the Seller Related Parties shall have any businessfurther liability or obligation relating to or arising out of the Second Tranche Acquisition (except that, damage to reputation the extent any failure to consummate the Second Tranche Acquisition resulted, directly or loss indirectly, from an Intentional Breach of goodwill this Agreement by Seller or HNR or such Intentional Breach by Seller or HNR shall cause the Final Closing not to occur, Buyer shall be entitled to both the payment of the Seller Termination Fee or the Buyer Expenses (iiito the extent owed pursuant to Section 8.3(a)) damages calculated based on a multiple of profitsand to any Losses, revenue or any other financial metricto the extent proven, in each case, whether based on contract, tort, strict liability, other Law respect of such Intentional Breach (as reduced by any Seller Termination Fee or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultBuyer Expenses previously paid by the Seller).

Certain Limitations. (a) Notwithstanding Anything contained in this Agreement to the other provisions contrary notwithstanding, each Principal Stockholder's total liability under this Section 9 for any Losses incurred by the Howtek Parties shall not exceed the lesser of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will the sum of the aggregate market price of the Merger Consideration and the aggregate fair market value of the Options issued to such Principal Stockholder hereunder on the last trading day immediately prior to the Closing or (ii) the sum of the aggregate market price of the Merger Consideration and the aggregate fair market value of the Options issued to such Principal Stockholder hereunder on the last trading day immediately prior to the date that such Principal Stockholder receives a notice of a claim for indemnification in accordance with the provisions of Section 9.4 above, as the case may be no obligation (the "Cap"); provided, however, that the Cap shall be reduced by the amount of any capital gain tax paid or payable by such Principal Stockholder with respect to indemnify any shares of Merger Consideration sold by such Principal Stockholder prior to the date of a claim for indemnification hereunder in the event that the sum of (1) the aggregate market price of such Merger Consideration held by such Stockholder on the date of such claim, (2) the fair market value of such Options (and any individual item where shares of Howtek Common Stock issued upon exercise of such Options) held by such Principal Stockholder on the Losses relating thereto date of such claim and (3) the gross proceeds from the sale by such Principal Stockholder of any Merger Consideration or Options (including any shares of Howtek Common Stock issued upon exercise of such Options), less the amount of capital gains tax paid or payable by such Principal Stockholder with respect to such sale(s), is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that Cap. Any such Losses liability shall be aggregated for purposes of this clause satisfied, at such Principal Stockholder's sole discretion, by (i) if they arise out the payment of cash to the same matterHowtek Parties and/or (ii) the return to the Howtek Parties of an amount of Merger Consideration and/or Options having a fair market value equal to amount of such liability, factsubject to the limitations set forth in this subparagraph (a). (b) Anything contained herein to the contrary notwithstanding, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Principal Stockholders shall not be applied liable to or considered the Howtek Parties for purposes of calculating the aggregate amount of any Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, this Section 9 unless and until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price One Hundred Thousand Dollars (the “Deductible”$100,000), at which time all each Principal Stockholder shall be obligated to indemnify the Howtek Parties for the full amount of such Losses in excess of Principal Stockholder's obligation to indemnify the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification Howtek Parties pursuant to this Article VIISection 9; provided, however, that no Claimant hereunder shall make a claim for indemnification against an Indemnifying Party under this Section 9 unless arising in connection with Fraud the aggregate amount of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellersuch claim exceeds Fifty Thousand Dollars ($50,000). (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding Except in the case of Fraud and indemnification claims related to any breach of or inaccuracy in the Acquired Company Fundamental Representations, Buyer Fundamental Representations or the Tax Representations, the Buyer Indemnified Parties, as a group, on the one hand, and the Seller Indemnified Parties, as a group, on the other provisions of this Article VIIhand, in respect of may not recover any indemnification by Seller or Purchaser, Losses pursuant to an indemnification claim under Section 7.1 10.2(a)(i), Section 10.2(a)(viii), Section 10.2(a)(ix), Section 10.2(a)(x), or Section 7.210.2(b)(i), respectively, as applicable: (i) there will be no obligation to indemnify unless for any individual item where particular indemnifiable Losses (or group of related indemnifiable Losses that result from the same circumstances) pursuant to this Article X, the aggregate amount of such indemnifiable Losses relating thereto or group of related indemnifiable Losses is less greater than [***] of the Purchase Price $15,000 (the “De Minimis AmountThreshold”) (provided, that such Losses shall be aggregated for purposes of this clause (i) ); if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed less than the De Minimis AmountThreshold, then such indemnifiable Losses shall not be applied subject to indemnity hereunder, and, if greater or considered equal to the De Minimis Threshold, the entire amount (subject to the other limitations set forth in this Article X) shall be eligible for purposes of calculating the aggregate amount of Losses under the following clause (ii); indemnity and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all such Buyer Indemnified Parties, as a group, on the one hand, or the Seller Indemnified Parties, as a group, on the other hand, shall have paid, incurred, suffered or sustained at least $100,000 in Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”)) in the aggregate, at which time the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to recover in accordance with this Agreement all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerDeductible. (b) If, prior Subject to the Closinglimitations set forth in this Section 10.3, Purchaser has the Buyer Indemnified Parties shall be entitled to bring indemnification claims directly against the Sellers. (c) In no event shall: (i) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any representation (other than the Acquired Company Fundamental Representations and the Tax Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of Seller Consideration received by such Seller; (ii) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any Acquired Company Fundamental Representation or any Tax Representation exceed one hundred percent (100%) of the aggregate amount of Seller Consideration received by such Seller; (iii) the aggregate liability of Buyer for all indemnification claims related to any breach of or inaccuracy of any representation (other than the Buyer Fundamental Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of Seller Consideration paid by Buyer; or (iv) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any Buyer Fundamental Representation exceed one hundred percent (100%) of the aggregate amount of Seller Consideration paid by ▇▇▇▇▇. (d) The limitations set forth in Section 10.3(c) shall not apply to (and shall not limit the indemnification or other obligations of Buyer or any Seller for or with respect to) any of the matters referred to in Sections 10.2(a)(ii) through 10.2(a)(vii), Section 10.2(b)(ii) or Section 10.2(b)(iii). Notwithstanding anything to the contrary contained in this Agreement, there shall be no limitation (whether under this Article X or otherwise) on the liability of Buyer or any Seller that committed, had actual knowledge of or consciously disregarded the occurrence of, any breach fraud with respect to such fraud. (e) The Indemnified Parties shall use commercially reasonable efforts (but with no duty to litigate) to pursue a claim (to the extent coverage is available for such claim) under any insurance policy that existed as of the applicable Closing Date. The Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) to the extent the subject matter of the claim is covered by insurance proceeds, indemnification payments or similar reimbursements actually received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustment). (f) Except with respect to Unpaid Pre-Closing Taxes, the Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) unless such Indemnified Parties have taken commercially reasonable actions to mitigate Losses hereunder after the date one or more of such Indemnified Parties becomes aware that the event, occurrence or action could reasonably be expected to give rise to Losses. (g) The Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) with respect to consequential damages of any kind, or indirect, special, incidental, exemplary or punitive damages (except to the extent paid or payable by an Indemnified Party to a third party in connection with a Third Party Claim). (h) Any Losses for indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closingagreement, Purchaser shall be deemed to have waived such breach or being indemnifiable pursuant to more than one clause of Section 10.2(a) or Section 10.2(b). In addition, if and solely to the extent that an amount of Losses in connection with an indemnifiable matter was already specifically taken into account in connection with calculation of the Seller Consideration and actually reduced the Seller Consideration, the same Losses may not be recovered under this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.X.

Certain Limitations. (ai) Notwithstanding the other provisions of this Article VIIIX (but subject to Section 9.2(c)(iii)), in respect of any indemnification by Seller or Purchaserafter the Closing, the Purchaser Indemnified Parties (A) shall not be entitled to recover pursuant to Section 7.1 or Section 7.2, respectively, (i9.2(a) there will be no obligation to indemnify for any individual item where until the Losses incurred relating thereto is less than [***] of exceed, in the Purchase Price aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) (the “De Minimis AmountBasket”) (providedprovided that the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of Sections 4.3(a) or 4.11(a)), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that such aggregate indemnified Losses shall be aggregated for purposes of this clause (i) if they arise out exceed the amount of the same matterBasket, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or eventsand (B) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied entitled to or considered for purposes of calculating recover pursuant to Section 9.2(a) from the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses Equity Holders any amounts in excess of the Deductible will be amount then remaining in the Indemnity Escrow Fund. (ii) Notwithstanding the provisions of this Article IX (but subject to indemnification hereunder; Section 9.2(c)(iii)), after the Closing, the Equity Holders Indemnified Parties (A) shall not be entitled to recover pursuant to Section 9.2(b) until the Losses incurred relating thereto exceed, in the aggregate, the Basket, and then the Equity Holders Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed such amount, and (B) shall not be entitled to recover pursuant to Section 9.2(b) any amounts in excess of Sixteen Million Dollars ($16,000,000). (iii) Seller’s Notwithstanding the foregoing, the limitations set forth in Sections 9.2(c)(i) and (ii) shall not apply to Losses based upon, arising out of, with respect to or Purchaser’s aggregate Liability for indemnification by reason of (A) any inaccuracy in or breach of any Fundamental Representation, (B) any intentional breach or intentional non-fulfillment of any covenant or agreement to be performed by the Company, the Representative, the Equity Holders, Merger Sub or Purchaser pursuant to this Article VIIAgreement that gives rise to liability under Section 9.2(a)(ii) or Section 9.2(b)(ii), unless as applicable, (C) Section 9.2(a)(iii) or (D) any claim based on fraud, provided that (1) the maximum aggregate indemnification obligations of the Equity Holders in respect of Losses based upon, arising out of, with respect to or by reason of the matters set forth in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will foregoing clauses (A) through (D) shall not exceed [***] the Merger Consideration (and in all cases subject to the limitations set forth in Section 9.5(b)) and (2) the maximum aggregate indemnification obligation of Purchaser pursuant to Section 9.2(b) shall not exceed the Purchase Price received by SellerPrice. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Parent Indemnitees shall not be applied entitled to or considered for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 6.1(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 6.1(a) exceeds [***] of the Purchase Price $75,000 (the “Deductible“ Basket”), at in which time event the Parent Indemnitees shall be entitled to recover only the amount of all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerBasket. (b) IfThe Shareholder Indemnitees shall not be entitled to indemnification under Section 6.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.2(a) exceeds the Basket, prior to in which event the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser Shareholder Indemnitees shall be deemed entitled to have waived recover only the amount of all such breach Losses in excess of the Basket. The Shareholder Indemnitees shall not be indemnified pursuant to this Article VII, Section 6.2(a) with respect to sue any Loss if the aggregate amount of all Losses for damages or assert any other right or remedy arising from any matters relating which the Shareholder Indemnitees have received indemnification pursuant to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoSection 6.2(a) has exceeded $2,000,000. (c) The limitations set forth in Sections 6.5(a) and 6.5(b) shall not limit the Liability of any Indemnifying Party for misrepresentations or breaches of Transactional Reps or fraud. Notwithstanding the foregoing, (i) the Parent Indemnitees shall not be entitled to indemnification under this Agreement with respect to any Loss if the aggregate amount of all Losses for which the Parent Indemnitees have received indemnification pursuant to this Agreement, including on account of fraud, has exceeded $14,800,000 and (ii) the Shareholder Indemnitees shall not be entitled to indemnification under this Agreement with respect to any Loss if the aggregate amount of all Losses for which the Shareholder Indemnitees have received indemnification pursuant to this Agreement, including on account of fraud, has exceeded $14,800,000. (d) There shall be no right of contribution or other recourse against the Company or the Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any claims asserted by Parent Indemnitees, it being acknowledged and agreed that the covenants and agreements of the Company are solely for the benefit of Parent Indemnitees. (e) The amount of any Losses for which indemnification is provided under this Article VI shall be net of any amounts recovered by the Indemnified Party or any of such Indemnified Party’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Party or any of such Indemnified Party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”) with respect to such Losses. The Indemnified Party shall seek full recovery under all Alternative Arrangements covering any Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. In the event that any proceeds or other recovery is received by an Indemnified Party under any Alternative Arrangement with respect to any Losses for which any such Person has already been indemnified hereunder then the Indemnified Party shall promptly reimburse to the Indemnifying Party (i) Escrow Shares or cash (at the election of the Indemnified Party) having an aggregate value equal to such recovery (the number of Escrow Shares to be reimbursed shall be calculated using the same Indemnity Value as was used for the satisfaction of such indemnification claim and the amount of cash to be reimbursed shall be equal to such Indemnity Value of such Escrow Shares that the Indemnified Party has the option to reimburse), if such indemnification claim was initially satisfied in Escrow Shares, or (ii) cash having an aggregate value equal to such recovery if such indemnification claim was initially satisfied in cash. (f) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )in this Agreement, no Party Losses shall be limited to actual and direct Losses. No Party shall, in any event, be liable to any other Person for any (i) special, punitive, exemplaryconsequential, incidental, consequential indirect, special or indirect damagespunitive damages of such other Person, (ii) lost profits including any consequential, incidental, indirect, special or lost business, punitive damages relating to loss of enterprise valuerevenue, income or profits, diminution in of value of any business, damage to reputation or loss of goodwill business reputation or (iii) damages calculated based on a opportunity relating to the breach or alleged breach hereof and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (g) In the event an Indemnified Party fails to take all commercially reasonable measures to mitigate any indemnifiable Losses, revenue or the Indemnifying Party shall have no liability for any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultportion of such Losses that reasonably could have been avoided had the Indemnified Party made such efforts.

Certain Limitations. (a) Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other provisions party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in this Article VIIAgreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, but except as otherwise provided in this subsection (b) and Schedule 10.5, Sellers shall not be liable to Buyer in respect of any indemnification by Seller or Purchaser, pursuant hereunder except to Section 7.1 or Section 7.2, respectively, the extent that (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under losses of Buyer, when aggregated with the following clause amount of losses with respect to the Kansas City Stations pursuant to the Kansas City Agreement, if any, exceeds One Million Dollars (ii$1,000,000) (the "Threshold Amount") (and then only to the extent such losses, when aggregated with the amount of losses with respect to the Kansas City Stations pursuant to the Kansas City Agreement, if any, exceed the excess of Five Hundred Thousand Dollars ($500,000); ) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the Environmental Threshold Amount (such excess being the "Excess Amount"), and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all losses of Buyer, when aggregated with the amount of losses with respect to the Kansas City Stations pursuant to the Kansas City Agreement, if any, is less than the excess of Fifty Million Dollars) ($50,000,000) over any amounts expended by Buyer pursuant to Section 6.15 (as aggregated with the Kansas City Stations as set forth therein), or with respect to which Buyer receives a proration in its favor under Section 6.15 (such Losses incurred by excess being the Indemnified Party exceeds [***] of "Indemnity Cap"); provided, the foregoing shall not be applicable to any amounts owed in connection with the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claimsproration adjustment thereof. In determining whether Sellers shall be obligated to indemnify Buyer under this Section 10, will not exceed [***] of once the Purchase Price received by Seller. (b) IfThreshold Amount has been satisfied, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, each representation and warranty and each covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser for which indemnity may be sought hereunder shall be deemed read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary materiality (including Material Adverse Effect) qualifications that may be contained herein or any certificate delivered pursuant heretotherein. (c) Notwithstanding anything any other provision of this Agreement to the contrary contained herein (unless actually awarded and paid on account contrary, in no event shall a party be entitled to indemnification for such party's consequential or punitive damages, regardless of a Third Party Claim ), no Party shall be liable the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses which form the basis for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultclaim for indemnification hereunder.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in 9.3.1 Seller shall not be required to indemnify Buyer Indemnitees with respect of to any claim for indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, 9.1.1 (excluding any such claim with respect to a breach of any Seller Fundamental Representation with respect to which the limits set forth in clauses (i) there will be no obligation to indemnify and (ii) shall not apply): (i) for any individual item where the Loss (or Losses relating thereto to the same facts and circumstances) if the amount of such Loss is less than [***] of the Purchase Price $100,000 (the a “De Minimis AmountLoss”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all such Losses incurred by (excluding any De Minimis Loss) exceeds the Indemnified Party exceeds [***] Deductible Amount, in which case Seller shall only be responsible for the amount of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will Amount; provided that the aggregate liability of Seller to Buyer Indemnitees under Section 9.1.1 (excluding liability with respect to any breach of any Seller Fundamental Representation) shall in no event exceed the Warranty Cap. The aggregate liability of Seller to Buyer Indemnitees under Section 9.1 shall in no event exceed the Cap. 9.3.2 Buyer shall not be subject required to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability indemnify Seller Indemnitees with respect to any claim for indemnification pursuant to this Article VIISection 9.2.1 (excluding any such claim with respect to a breach of any Buyer Fundamental Representation with respect to which the limits set forth in clauses (i) and (ii) shall not apply): (i) for any De Minimis Loss; and (ii) unless and until the aggregate amount of all such Losses (excluding any De Minimis Loss) exceeds the Deductible Amount, unless arising in which case Buyer shall only be responsible for the amount of such Losses in excess of the Deductible Amount; provided that the aggregate liability of Buyer to Seller under Section 9.2.1 (excluding liability with respect to any Buyer Fundamental Representation) shall in no event exceed the Warranty Cap. The aggregate liability of Buyer to Seller Indemnitees under Section 9.2 shall in no event exceed the Cap. 9.3.3 Buyer shall not be entitled to indemnification for those portions of any Losses: (i) other than in connection with Fraud of Seller Section 9.1.3, reserved or accrued on the Divesting Entity financial statements or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior master book referred to in Section 3.7 in a manner that permits reasonable determination as to the Closing, Purchaser has had knowledge portion of such Loss reserved or accrued; (ii) that have arisen as a result of any breach act or omission by Seller Buyer or any of its Affiliates or Representatives on or after the Closing Date (including resulting from any representationchange in their respective accounting principles, warranty, covenant practices or agreement contained in this Agreement methodologies and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy Losses arising from any matters relating to such breachbreach of its obligations under this Agreement), notwithstanding anything provided that the foregoing shall not preclude indemnification under Section 9.1.3 except to the contrary contained herein or extent that any certificate delivered pursuant hereto. Covered Taxes that would otherwise have been indemnifiable thereunder result from an action of Buyer that caused Taxes (cother than Taxes described in clause (viii) Notwithstanding anything to of the contrary contained herein (unless actually awarded and paid on account definition of Covered Taxes) that otherwise would have been in respect of a Third Party Claim tax period beginning after the Closing Date (or the portion of the Straddle Period beginning after the Closing Date) to be a Covered Tax (except if such action, in Buyers’ reasonable discretion, was required by applicable Law), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill ; or (iii) damages calculated based on that were taken into account (a) in respect of Taxes, in the calculation of Quasi-Indebtedness or Working Capital for purposes of determining the Final Purchase Price (except to the extent resulting from a multiple breach of profits, revenue Section 5.1.1(e)) or (b) in respect of any other financial metricamount, in each caseany adjustment to the Final Purchase Price pursuant to Section 2.4. For the avoidance of doubt, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultno Indemnified Party shall be compensated more than once for the same Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price $25,000.00 (the “DeductibleBasket”), at in which time event Seller shall be required to pay or be liable for all such Losses in excess from the first dollar. The aggregate amount of the Deductible will all Losses for which Seller Indemnitees shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02 shall not exceed [***] of the Purchase Price received by SellerEscrow Share Amount held in Escrow at that such time (the “Cap”). (b) If, prior Buyer shall not be liable to the ClosingSeller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Buyer shall be deemed required to have waived pay or be liable for all such breach Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to Section 8.03(a) shall not exceed the contrary contained herein or any certificate delivered pursuant heretoCap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the contrary contained herein Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (unless actually awarded and paid on account e) For purposes of this Article VIII, the calculation of any Losses as a Third Party Claim ), no Party result of any inaccuracy in or breach of any representation or warranty shall be liable for determined without regard to any (i) specialmateriality, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. (a) Notwithstanding Except with respect to breaches of the other provisions of this Article VIIFundamental Representations, in respect of Seller shall not have any indemnification by Seller or Purchaser, pursuant to obligations under Section 7.1 or Section 7.2, respectively, (i8.1(a)(ii) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all such indemnifiable Losses incurred suffered by the Purchaser Indemnified Party Parties for which Purchaser Indemnified Parties would be entitled to indemnification exceeds [***] of the Purchase Price One Million Seven Hundred Sixty-Two Thousand Five Hundred Dollars ($1,762,500) (the “DeductibleThreshold”), at whereupon, provided the other requirements of this Article VIII have been complied with, Seller shall indemnify and hold the Purchaser Indemnified Parties harmless for the amount of such indemnifiable Losses which time all such exceed the Threshold, as herein provided; except that, the aggregate amount of indemnifiable Losses in excess recoverable under Section 8.1(a)(ii), except with respect to breaches of the Deductible will Fundamental Representations, by the Purchaser Indemnified Parties shall be subject limited to indemnification hereunder; Forty-Seven Million Dollars ($47,000,000) and (iii) Seller’s or Purchaser’s the aggregate Liability for indemnification pursuant amount of indemnifiable Losses recoverable under Section 8.1(a)(ii), including with respect to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] breaches of the Fundamental Representations, by the Purchaser Indemnified Parties shall be limited to the Purchase Price received by SellerPrice. (b) IfExcept with respect to breaches of the representations and warranties set forth in Section 4.1, prior to 4.2, 4.5, 4.9 and 4.10 (the Closing, “Fundamental Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the ClosingRepresentations”), Purchaser shall not have any indemnification obligations under Section 8.2(a)(ii) unless and until the aggregate amount of all indemnifiable Losses suffered by Seller Indemnified Parties for which Seller Indemnified Parties would be deemed entitled to have waived such breach pursuant to indemnification exceeds One Million Seven Hundred Sixty-Two Thousand Five Hundred Dollars ($1,762,5000) (the “Purchaser Threshold”), whereupon, provided the other requirements of this Article VIIVIII have been complied with, Purchaser shall indemnify and hold the Seller Indemnified Parties harmless for the amount of such indemnifiable Losses which exceed the Purchaser Threshold, as herein provided; except that, the aggregate amount of indemnifiable Losses recoverable under Section 8.2(a)(ii), except with respect to sue for damages or assert any other right or remedy arising from any matters relating breaches of Fundamental Purchaser Representations, by the Seller Indemnified Parties shall be limited to such breachForty-Seven Million Dollars ($47,000,000) and the aggregate amount of indemnifiable Losses recoverable under Section 8.2(a)(ii), notwithstanding anything including with respect to breaches of Fundamental Purchaser Representations, by the Seller Indemnified Parties shall be limited to the contrary contained herein or any certificate delivered pursuant heretoPurchase Price. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding Seller shall not be liable to the other provisions of this Article VII, in respect of any Buyer Indemnitees for indemnification by Seller or Purchaser, pursuant to under Section 7.1 8.02(a) or Section 7.2, respectively, (i8.02(b) there will be no obligation to indemnify for any individual item claim where the Losses relating thereto is less than [***] of the Purchase Price to such claim (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances claims arising from similar facts or eventscircumstances) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller$25,000. (b) If, prior Seller’s liability to the Closing, Purchaser has had knowledge Buyer Indemnitees for indemnification under Section 8.02(a) shall not exceed one-half of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to retention amount under the contrary contained herein or any certificate delivered pursuant heretoR&W Policy (the “Retention Amount”). (c) The obligations of Seller to indemnify the Buyer Indemnitees for Losses resulting from a breach or alleged breach of any Fundamental Representations or the representations and warranties set forth in Section 3.21, in the aggregate, shall be capped at the 77 aggregate amounts paid by Buyer under Section 2.02 of this Agreement (inclusive of amounts paid pursuant to Section 8.06(a)(ii)); provided, however that such limitation on liability shall not apply to any claim based on Fraud or Misconduct on the part of the Company Entities, Seller or their respective Affiliates and Representatives. (d) To the extent applicable, Indemnification claims pursuant to Section 8.02 or Section 8.03 must be brought within the applicable survival periods set forth in Section 8.01. Notwithstanding anything the foregoing, the limitations set forth in this Section 8.04 shall not apply to Losses as a result of Fraud or Misconduct. Solely with respect to actions grounded in Fraud or Misconduct, (A) the right of a party to be indemnified and held harmless pursuant to the contrary contained herein indemnification provisions in this Agreement shall be in addition to and cumulative of any other remedy of such party at law or in equity and (unless B) no party shall, by exercising any remedy available to it under this Article VIII, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it. (e) The amount of any Losses subject to indemnification pursuant to this Agreement shall be calculated net of any insurance proceeds or other amounts under indemnification agreements actually awarded and paid received by the Indemnified Party on account of such Loss. Each Indemnified Party will use commercially reasonable efforts to pursue such recovery in good faith. The existence of a Third claim by an Indemnified Party Claim )for monies from an insurer or other party shall not, no however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make timely payment of the full amount of Losses determined to be liable for due and owing by it, and if the Indemnified Party later actually recovers insurance or other proceeds in respect of such Losses then the Indemnified Party shall promptly reimburse the Indemnifying Party to the extent necessary to avoid double recovery of the same Losses. Any deductible or increase in insurance premiums attributable to claims made shall be indemnifiable Losses. (f) Each Indemnified Party under this Article VIII shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value Loss upon becoming aware of any businessevent or circumstance that would be reasonably expected to, damage or does, give rise thereto, including incurring costs only to reputation or loss the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) For the avoidance of goodwill or (iiidoubt, the limitations to Seller’s indemnification obligations set forth Section 8.04(a) damages calculated and Section 8.04(b) shall not apply to any claim based on a multiple Fraud or Misconduct on the part of profitsthe Company Entities, revenue Seller or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, their respective Affiliates and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultRepresentatives.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 will be subject to the following limitations: (a) Notwithstanding EWD and EWI will not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) or under Section 8.02(a) of the Stock Purchase Agreement with respect to any representations or warranties of EWD hereunder or of EWI and the Company under the Stock Purchase Agreement, other provisions than the Special Representations (as defined herein and in the Stock Purchase Agreement, and excluding Section 3.15(c) and (d) which, for the avoidance of this Article VIIdoubt, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation subject to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (providedBasket), that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating until the aggregate amount of such Losses exceeds $75,000 (the “Basket”), in which event EWD and EWI will only be required to pay or be liable for all such Losses in excess of the Basket. (b) The aggregate amount of all Losses for which EWD and EWI will be liable pursuant to Section 8.02(a) and Section 8.02(a) of the Stock Purchase Agreement will not exceed the following: (i) with respect to any representations or warranties of EWD hereunder or of EWI and the Company under the following clause Stock Purchase Agreement other than the Special Representations (iias defined herein and in the Stock Purchase Agreement); , $2,500,000 (the “Cap”), (ii) where with respect to the Special Representations (as defined herein and in the Stock Purchase Agreement), $17,000,000 and (iii) with respect to Post-Closing Events hereunder and all “Post-Closing Events” pursuant to the Stock Purchase Agreement, $750,000. In no event shall EWD and EWI be liable to Buyer Indemnitees for any Losses arising from such individual claim is equal or other claims relating to or greater arising out of this Agreement or the other Transaction Documents in excess of $17,000,000. (c) Buyer will not be liable to EWD Indemnitees for indemnification under Section 8.03(a) and CLF&P will not be liable to “EWI Indemnitees” for indemnification under Section 8.03(a) of the Stock Purchase Agreement with respect to any representations or warranties of Buyer hereunder or of CLF&P under the Stock Purchase Agreement other than the De Minimis Amount, Special Representations (as defined herein and in the Stock Purchase Agreement) until the aggregate amount of all such Losses incurred by exceeds the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”)Basket, at in which time event Buyer will be required to pay or be liable for all such Losses in excess of the Deductible Basket. (d) The aggregate amount of all Losses for which Buyer will be subject liable pursuant to indemnification hereunder; Section 8.03(a) and for which CLF&P will be liable pursuant to Section 8.03(a) of the Stock Purchase Agreement (i) other than the Special Representations (as defined herein and in the Stock Purchase Agreement) will not exceed the Cap and (iiiii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant with respect to this Article VII, unless arising the Special Representations (as defined herein and in connection with Fraud of Seller or the Divesting Entity or Third Party ClaimsStock Purchase Agreement), will not exceed [***] of the Purchase Price received by Seller$17,000,000. (be) If, prior to The determination of the Closing, Purchaser has had knowledge amount of any breach by Seller Losses for purposes of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser Article VIII will take into account the amount of insurance proceeds payable with the Closing, Purchaser shall be deemed to have waived such breach respect thereto pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoinsurance policy. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any No Buyer Indemnitee seeking indemnification by Seller or Purchaser, pursuant to Section 7.1 9.02(a) shall make any claim for, or Section 7.2be entitled to, respectively, (i) there will be no obligation indemnification from any Seller Indemnifying Party with respect to indemnify for any individual item where the Losses relating thereto is a matter involving less than [***] of the Purchase Price $10,000 (the “De Minimis Amount”) (provided, that such of Losses shall be aggregated for purposes of this clause (i) if they arise arising out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses single occurrence. The Seller Indemnifying Parties shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 9.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by (excluding Losses not exceeding the Indemnified Party De Minimis Amount) in respect of indemnification under Section 9.02(a) exceeds [***] of the Purchase Price $150,000 (the “DeductibleBasket”), at in which time all event the Seller Indemnifying Parties shall be required to pay for only such Losses exceeding the Basket; provided, that such Basket shall not be applicable in excess respect of indemnification obligations under Section 9.02(a) with respect to or by reason of any inaccuracy in or breach of any of the Deductible will representations or warranties of the Seller Parties contained in Section 4.17 (Environmental Matters). Subject to Section 9.04(c), the aggregate amount of all Losses for which the Seller Indemnifying Parties as a group shall be liable pursuant to Section 9.02(a) shall not exceed $6,958,149.83(the “Cap”), absent fraud or willful misrepresentation. The Cap shall not apply to any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in Section 4.17, which shall instead be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerSection 9.05(b). (b) IfNo Seller Indemnitee seeking indemnification pursuant to Section 9.03(a) shall make any claim for, prior or be entitled to indemnification from Buyer with respect to a matter involving less than the De Minimis Amount of Losses arising out of a single occurrence. Buyer shall not be liable to the ClosingSeller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of indemnification under Section 9.03(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Buyer shall be deemed required to have waived pay for only such breach Losses exceeding the Basket. Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything Section 9.03(a) shall not exceed an amount equal to the contrary contained herein Cap, absent fraud or any certificate delivered pursuant heretowillful misrepresentation. (c) Notwithstanding anything the foregoing, the limitations set forth in Section 9.04(a)–(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any (x) inaccuracy in or breach of any (i) Seller Fundamental Representations, or (ii) Buyer Fundamental Representations, or (y) Excluded Tax Liability. Notwithstanding the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )foregoing, no Party shall be liable pursuant to Article IX in excess of the Purchase Price and in no event shall Seller be entitled to receive under this Agreement any amount in excess of the Purchase Price. (d) Nothing in this Agreement will limit the Liability of a Party to another Party for fraud or willful misrepresentation, nor will the survival periods set out in Section 9.01 apply to any claims arising therefrom. (e) For purposes of (i) specialdetermining whether or not a representation or warranty made by the Seller Parties or Buyer in this Agreement or in any of the Ancillary Documents (excluding the Transition Services Agreement) has been breached or whether an inaccuracy exists with respect thereto or whether or any nonfulfillment, punitivenonperformance or other breach of any covenant exists, exemplary, incidental, consequential or indirect damages, and (ii) lost profits calculating the amount of Losses resulting therefrom to which an Indemnified Party is entitled, the terms “Material Adverse Effect,” “material,” “materiality” and similar qualifiers, modifiers or lost businesslimitations shall be disregarded. (f) The Party making a claim under this Article IX is referred to as the “Indemnified Party”, loss of enterprise valueand the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. (g) If after Closing, diminution in value an Indemnified Party obtains Knowledge of any businessclaim as to which indemnification may be sought by such Indemnified Party pursuant to this Article IX, damage such Indemnified Party shall use commercially reasonable efforts to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or comply with applicable Law with respect to any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultobligations to mitigate such Losses.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the The aggregate amount of Losses for which an Indemnifying Party shall be liable under Section 7.2 or Section 7.3, as applicable, shall be subject to the following clause limitations: (ii); a) Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) (iiother than with respect to Fundamental Representations) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 7.2(a) exceeds $[***] of the Purchase Price (the “DeductibleBasket”), at in which time event Seller shall be required to pay or be liable for all such Losses in excess from the first dollar. The aggregate amount of the Deductible will all Losses for which Seller shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 7.2(a) shall not exceed $[***] (the “Cap”); provided that the Cap shall not apply to breaches of Specified Representations and neither the Purchase Price received by SellerBasket nor the Cap shall apply to breaches of Fundamental Representations (which will be subject to the limitation set forth in Section 7.5(c) and Section 7.5(d), respectively). (b) If, prior Purchaser shall not be liable to the ClosingSeller Indemnified Parties for indemnification under Section 7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, which event Purchaser shall be deemed required to have waived pay or be liable for all such breach Losses from the first dollar. The aggregate amount of all Losses for which Purchaser shall be liable pursuant to this Article VII, Section 7.3(a) shall not exceed the Cap; provided that the Basket nor the Cap shall apply to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretobreaches of Fundamental Representations. (c) Notwithstanding anything The aggregate amount of all Losses for which Seller shall be liable to the contrary contained herein Purchaser Indemnified Parties pursuant to pursuant to Section 7.2(a) in respect of breaches of Specified Representations shall not exceed $[***]. (unless actually awarded and paid on account d) The aggregate amount of a Third Party Claim ), no all Losses for which an Indemnifying Party shall be liable for any pursuant to Section 7.2(a) or Section 7.2(b) (iin the case of Seller) specialor Section 7.3(a) or Section 7.3(b) (in the case of Purchaser), punitiveas applicable, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or shall not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultexceed the Purchase Price.

Certain Limitations. The Party making a claim under this Section 10.3 is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Section 10.3 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 10.1 and Section 10.2 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to or considered the Buyer Indemnified Parties for purposes indemnification under Section 10.1(a) with respect to breaches of calculating the aggregate amount of Losses under the following clause representations and warranties (ii); (iiother than Fundamental Seller Representations) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all Losses that would be payable pursuant to such Losses incurred by the Indemnified Party claim exceeds [***] of the Purchase Price Four Million Six Hundred Twenty-Five Thousand Dollars ($4,625,000) (the “Deductible”), at in which time all such event Sellers shall be required to pay or be liable for Losses in excess thereof. (b) After the Closing, the Buyer Indemnified Parties’ sole and exclusive remedy for, and sole and exclusive source of funds for payment of, any Losses (whether such Losses result from a claim framed in tort, contract or otherwise) arising out of or in connection with this Agreement, any of the Deductible will Transaction Documents, or the transactions contemplated hereby and thereby shall be subject (i) a claim for indemnification against the Post-Closing Escrow Amount for which the Buyer Indemnified Parties are entitled to indemnification hereunder; from Sellers, the Company, or the Stockholder Representative pursuant to this ARTICLE 10, which shall constitute a cap on the maximum total liability of Sellers, the Company, or the Stockholder Representative with respect to the transactions contemplated by this Agreement (except with respect to the matters specified in item (ii) of this sentence), and (iiiii) Seller’s or Purchaser’s aggregate Liability a claim for indemnification pursuant to this Article VIIARTICLE 10, unless arising which shall not exceed the Purchase Price with respect to the matters set forth in Section 10.1(f). In connection with the release of any portion of the Post-Closing Escrow Amount pursuant to this Agreement, the Stockholder Representative and Buyer shall promptly execute and deliver to the Escrow Agent in accordance with the Escrow Agreement written instructions instructing the Escrow Agent to make the payments set forth in this Section 10.3(b) and Section 1.5 above. Notwithstanding any other provision of this Agreement to the contrary, the Sellers will have no obligation to indemnify any Buyer Indemnified Party from and against any Losses (i) for Taxes of any Person for any taxable period (or portion thereof) beginning after the Closing Date (or any other Losses directly related to any such Taxes), except to the extent such Taxes constitute Indemnified Divestiture Taxes, result from a breach of Sections 3.7(f), 3.7(g), 3.7(l) or 3.7(m) or are Taxes with respect to advance payments, deferred revenue or other prepaid amounts as set forth in clause (a) of Indemnified Taxes or are penalties or interest with respect to Taxes for a Tax period of portion thereof ending on or before the Closing Date, (ii) included in the Divestiture Tax Adjustment or Net Working Capital (each as finally determined), or (iii) that are attributable to (A) any transaction outside the ordinary course of business entered into by Buyer or the Company on the Closing Date after the Closing, (B) any financing or refinancing arrangements entered into at any time by or at the direction of the Buyer or any liability for Taxes resulting from an election under Section 338 or Section 336 of the Code (or any similar provision of state, local, or non-U.S. Law) with respect to the Transaction or (C) the unavailability in any Taxable period (or portion hereof) beginning after the Closing Date of any net operating losses, capital losses, Tax carryforwards, or Tax credits. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (if applicable) and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim (netted against costs or expenses incurred by the Indemnified Party in connection with Fraud of Seller such recovery). The Indemnified Party shall use its commercially reasonable efforts to recover under any such insurance policies, for any Losses; provided, however no Indemnified Party shall be required to commence or the Divesting Entity engage in litigation or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerinitiate any other Action against any insurance carrier. (bd) IfEach Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to mitigate the breach that gives rise to such Loss. (e) The amount of any indemnity provided under this ARTICLE 10, other than indemnity with respect to claims which are not subjected to the Deductible, shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes (calculated on a with and without basis) recognized by the Indemnified Parties as a result of the Losses giving rise to such indemnity claim to the extent such reduction is recognized prior to or in the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant same year as such Losses are paid or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding incurred. (f) Notwithstanding anything to the contrary contained herein in this Agreement, the Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent that the matter giving rise to such Loss had been reserved for in the Closing Statement or any certificate delivered the Buyer Indemnified Parties have been otherwise compensated through an adjustment to the Estimated Purchase Price pursuant heretoto Section 1.4. (cg) For the purposes of determining the amount of any Losses suffered by any Buyer Indemnified Parties, the representations, warranties and covenants of Sellers and the Company set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification therein. (h) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account in this Agreement, none of a Third Party Claim ), no Party the parties hereto shall be liable have any liability under any provision of this Agreement for any (i) specialpunitive or exemplary damages, punitiveany consequential, exemplary, incidental, consequential special or indirect damages, (ii) lost profits or lost business, and any damages for loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of future profits, revenue or income, damages based on any other financial metricmultiple of revenue or income, loss from diminution in value, or loss of business reputation or opportunity except, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultto the extent such damages are actually awarded to a third Person.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no Other than Sellers' obligation to indemnify for any individual item where the Buyer Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”under Section 11.1(a) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise Agreement arising out of the same mattera breach of representation or warranty contained in Section 4.2 (capitalization) or Section 4.12 (brokers), fact, circumstance or event, or a series Sellers' obligation to indemnify for Buyer Losses under Section 11.1(a) of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses this Agreement shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, accrue until the aggregate amount of all such Buyer Losses incurred by the Indemnified Party exceeds [*] Dollars ($[**] of the Purchase Price ]) (the “Deductible”), at which time "Loss Threshold") and then Sellers shall be liable for all such Buyer Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed such initial $[**] and shall be limited to [*] of Dollars ($[*]) in the Purchase Price received by Selleraggregate. There shall be no Loss Threshold or limit on liability with respect to Sellers' obligations to indemnify under Sections 11.1(b) through (d). (b) IfIn no event shall any punitive, prior to exemplary, special, indirect, incidental or consequential damages whatsoever be recoverable by any indemnitee under Article 11 hereof; except that, if punitive, exemplary, special, indirect, incidental or consequential damages have been asserted by a third party against a Seller Indemnitee or Buyer Indemnitee, the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser indemnifying party shall be deemed to have waived such breach pursuant to liable therefor under the provisions of this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto11. (c) Notwithstanding anything Any payment required under this Article 11 paid to any Buyer Indemnitee or any Seller Indemnitee, as the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )case may be, no Party shall be liable treated by the Buyer and the Sellers as an adjustment of the Purchase Price; provided, however, that no Buyer Losses indemnified hereunder shall be considered payment by Sellers for any (i) special, punitive, exemplary, incidental, consequential Net Assets or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwiseFacility Costs, and whether or not arising from Buyer shall have no obligation to pay any other Party’s sole, joint or concurrent negligence, strict liability or other faultamounts to Sellers under Article 2 with respect to such Buyer Losses.

Certain Limitations. The parties hereto acknowledge and agree that the indemnification provided for in Sections 7.2 and 7.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, Other than in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectivelyconnection with a claim for Fraud, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Seller shall not be applied liable to or considered the Purchaser Indemnitees for purposes of calculating the aggregate amount of Losses an indemnification claim under the following clause (ii); (iiSection 7.2(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 7.2(a) exceeds [***] of the Purchase Price $400,000 (the “DeductibleBasket”), at and thereafter, (ii) the aggregate amount of all Losses for which time all such Losses in excess of the Deductible will Seller shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 7.2(a) shall not exceed [***] of the Purchase Price received by SellerIndemnification Escrow Amount (the “Cap”). (b) IfOther than in connection with a claim for Fraud, prior (i) Purchaser shall not be liable to the ClosingSeller Indemnitees for an indemnification claims under Section 7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, Purchaser has had knowledge and thereafter, (ii) the aggregate amount of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, all Losses for which Purchaser shall be deemed to have waived such breach liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to Section 7.3(a) shall not exceed the contrary contained herein or any certificate delivered pursuant heretoCap. (c) Notwithstanding anything to For the contrary contained herein (unless actually awarded and paid on account purposes of a Third Party Claim ), no Party shall be liable for any determining whether (i) special, punitive, exemplary, incidental, consequential any breach or indirect damagesinaccuracy has occurred that would entitle a party to indemnification under Section 7.2 and Section 7.3, (ii) lost profits any Loss has occurred from such breach or lost businessinaccuracy, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on the amount of any such Loss, the representations, warranties, covenants and agreements of the parties set forth in this Agreement that are the subject of indemnification under Section 7.2 and Section 7.3 will be considered without regard to any materiality or Material Adverse Effect qualification. (d) The Purchaser Indemnitees’ and the Seller Indemnitees’ right to indemnification pursuant to Section 7.2 and Section 7.3, respectively, will be reduced by the amount paid by a multiple third party (including an insurance company but expressly excluding any payment made pursuant to the R&W Policy) to the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, or paid by such third party to another for the account or benefit of profitsthe Purchaser Indemnitees or the Seller Indemnitees, revenue as the case may be, with respect to the settlement or any other financial metricresolution of a claim for which the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, were entitled to indemnification hereunder. (e) Neither the Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to indemnification for punitive damages, except to the extent paid to a third party pursuant to a third party claim. Neither the Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to be compensated more than once for the same Loss. Neither the Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to indemnification hereunder to the extent such amounts were reflected in the calculation of the Final Purchase Price pursuant to Section 1.6. (f) Notwithstanding anything contained herein to the contrary, in each caseno event shall Seller or Purchaser have any liability under this Agreement (other than in the case of Fraud) with respect to any inaccuracy in or breach of any of the representations or warranties of Seller or the Companies or Purchaser, whether based on contractas applicable, tortcontained in this Agreement (including the Schedules and Exhibits attached to this Agreement and the certificates delivered pursuant to this Agreement), strict liabilityin excess of the Indemnification Escrow Amount. (g) Notwithstanding anything contained herein to the contrary, in no event shall Purchaser or Seller have any liability under this Agreement (other Law than in the case of Fraud) in excess of the Final Purchase Price. (h) Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4 shall not apply to or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultotherwise limit recovery otherwise available under the R&W Policy.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price ONE HUNDRED THOUSAND DOLLARS ($100,000) (the “DeductibleBasket”), at in which time event Sellers shall be required to pay or be liable for all such Losses in excess of the Deductible will Basket. The aggregate amount of all Losses for which Sellers shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02(a) shall not exceed [***] of SEVEN HUNDRED EIGHTY-THREE THOUSAND THREE HUNDRED SIXTY DOLLARS ($783,360) (the Purchase Price received by Seller.“Cap”).‌ (b) If, prior Buyer shall not be liable to the ClosingSeller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Buyer shall be deemed required to have waived pay or be liable for all such breach Losses in excess of the Basket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to Section 8.03(a) shall not exceed the contrary contained herein or any certificate delivered pursuant hereto.Cap.‌ (c) Notwithstanding anything the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Sellers’ Fundamental Representation or any Buyer’s Fundamental Representation, the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )aggregate liability for which, no Party in either Sellers’ or Buyer’s case, as applicable, shall be liable capped at the Purchase Price. (d) The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to this ARTICLE 8 shall be reduced, on a dollar for dollar basis, by any Tax benefits actually realized in respect of the Losses forming the basis of such claim for recovery. (ie) specialFor purposes of this ARTICLE 8, punitive, exemplary, incidental, consequential any inaccuracy in or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value breach of any businessrepresentation or warranty and the amount of any Loss shall be determined without regard to any materiality, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. (a) Notwithstanding Each Party’s aggregate liability for indemnification for the other provisions of this Article VII, in respect breach of any indemnification by Seller representation or Purchaser, pursuant warranty made in this Agreement or in any Related Document shall not exceed an amount equal to Section 7.1 or Section 7.2, respectively, fifty (i50%) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] percent of the Purchase Price paid by the Purchaser including the amount of Earn Out Payments which the Sellers have earned and otherwise would be entitled to be paid (the “De Minimis AmountLiability Cap”) ), with the exception of Section 5.7 (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (iiTaxes) where the Losses arising from such individual claim Sellers’ liability is equal limited to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the total Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerPrice. (b) IfThe Sellers shall not be liable for Losses under Section 9.3 (b) unless and until such Losses exceed $200,000 USD, prior in the aggregate, without taking into account materiality other than under Section 5.11 (the “Sellers Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Seller Basket Amount, the Purchaser shall be entitled to be indemnified on a dollar for dollar basis for the Closingfull amount of the Loss including the Sellers Basket Amount. For the avoidance of doubt, Purchaser has had knowledge the Sellers Basket Amount shall not apply to any claims for indemnification other than those pursuant to Section 9.3(b), including the breach or non-fulfillment of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or any other breach of this Agreement that is not a breach of the representations and Purchaser proceeds with the Closingwarranties in Article V, Purchaser and any claims for indemnification pursuant to Section 9.5. No individual claim for indemnification under Section 9.3 (b) shall be deemed to have waived such breach pursuant to this Article VIIvalid and assertable unless it is for an amount in excess of $20,000 USD; provided, to sue for damages or assert any other right or remedy arising from any matters relating to such breachhowever, notwithstanding anything that to the contrary contained herein or any certificate delivered pursuant heretoextent that individual claims are related to one another, they may be aggregated for the purposes of meeting such $20,000 threshold. (c) Notwithstanding anything to The Purchaser shall not be liable for Losses under Section 9.4(b) unless and until such Losses exceed $200,000 in the contrary contained herein aggregate (unless actually awarded and paid on account of a Third Party Claim the “Purchaser Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Purchaser Basket Amount, the Sellers Indemnified Parties shall be entitled to be indemnified on a dollar for dollar basis for the full amount of the Loss, including the Purchaser Basket Amount. For the avoidance of doubt, the Purchaser Basket Amount shall not apply to any claims for indemnification other than those pursuant to Section 9.4(b), including the breach or non-fulfillment of any covenant in this Agreement or any other breach of this Agreement that is not a breach of the representations and warranties in Article VI. (d) It is agreed that for the purpose of making a claim for indemnification, the expiration of any one survival period, as set forth in Section 9.1, of certain representations and warranties, shall not affect the ability to make any claim for indemnification hereunder under any other representations and warranties still surviving; provided, however, that no Party shall be liable entitled to make a claim for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss indemnification more than once on account of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, the same facts and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultcircumstances.

Certain Limitations. The liability of the Vendor or Buyers, as applicable, for claims under this Agreement shall be limited by the following: (a) Notwithstanding At any time after the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectivelySurvival Date, (i) there will be the Vendor shall have no obligation to indemnify further obligations under this Article XIII for any individual item where the Losses relating thereto is less than [***] breaches of representations and warranties of the Purchase Price (Vendor, except for Damages with respect to which the “De Minimis Amount”) (provided, that Buyers Indemnitee has given the Vendor written notice prior to such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii)date in accordance with Section 13.3 above; and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to Buyers shall have no further obligations under this Article VIIXIII for breaches of representations and warranties of Buyers, unless arising except for Damages with respect to which the Vendor Indemnitee has given Buyers written notice prior to such date in connection accordance with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerSection 13.3. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding Notwithstanding anything to the contrary contained herein or herein, Buyers Indemnitees shall not be entitled to recover Damages from Vendor pursuant to Section 13.1 unless and until the accumulated aggregate amount of Damages shall exceed an amount which is the equivalent of E115,000 (the "VENDOR INDEMNIFICATION THRESHOLD"); provided, however, that at such time as the aggregate amount of Damages in respect of the indemnity obligations of Vendor shall exceed the Vendor Indemnification Threshold, Vendor shall thereafter indemnify any certificate delivered pursuant heretoof the Buyers Indemnitees from all and against all Damage in excess of equivalent E10,000. (c) Notwithstanding anything to the contrary contained herein herein, in the absence of fraud or willful breach of this Agreement (unless actually awarded and paid on account of a Third Party Claim for which there shall be no limitation), in no Party event shall be liable the maximum aggregate liability of Vendor in respect of any claims by the Buyers Indemnitees against Vendor pursuant to Section Section 13.1 for Damages suffered or incurred by any Buyers Indemnitee exceed the maximum amount of E75,000,000. (d) Notwithstanding anything to the contrary contained herein, any claim for indemnity made by any Buyer Indemnitee relating to Taxes is subject to the condition that: (i) specialBuyers and/or the Acquired Companies shall authorize and permit the tax advisers of Vendor at Vendor's sole cost and expense to conduct, punitivedirect and process all dealings with the Tax Authorities in respect of all matters and/or all fiscal years and/or all assessments pertaining to the period prior to the Closing Date, exemplaryin close co-operation with the accountants and tax advisers of the Buyers and the Acquired Companies, incidentalprovided that neither the Vendor nor its tax advisers shall enter into any settlement or take any action before the courts, consequential or indirect damagesotherwise compromise any tax matter that affects or may affect the tax liabilities of Buyers or any of the Acquired Companies, without the prior written consent of the Buyers, which consent shall not be unreasonably withheld or delayed; and (ii) lost profits with respect of claims which are not based upon a breach of Vendor's representations and warranties given under Section 5.16 above, the Tax Liability in respect of which the claim for indemnity is made (including penalties and late payment interest) does not result from a change adopted by Buyers and/or the Acquired Companies in the accounting and/or tax policies of the Acquired Companies which has, directly or lost businessindirectly, loss retroactive effect to the period preceding the Closing Date. (e) Notwithstanding anything to the contrary herein, the limitations contained in Section 13.5(b) shall not apply to claims for indemnification by Buyers Indemnitees against Vendor in respect of enterprise value(i) the indemnities specified in Section 13.1(b) to Section 13(k) inclusive above; and (ii) the special indemnities specified in Section 13.6 below; (f) Notwithstanding anything to the contrary herein, diminution Vendor Indemnitees shall not be entitled to recover Damages from Buyers unless and until the accumulated aggregate amount of Damages shall exceed an amount which is the equivalent of E115,000 (the "BUYER INDEMNIFICATION THRESHOLD"); provided, however, that at such time as the aggregate amount of Damages in value respect of the indemnity obligations of Buyers shall exceed the Buyers Indemnification Threshold, Buyers shall thereafter indemnify any of the Vendor Indemnitees from all and against all Damage in excess of equivalent E10,000. (g) Notwithstanding anything to the contrary herein, the limitations contained in Section 13.5(f) shall not apply to claims for indemnification by Vendor Indemnitees against Buyers in respect of the indemnities specified in Section 13.2(b) and 13.2(c) above; (h) Notwithstanding anything to the contrary herein, in no event shall the maximum aggregate liability of Buyers in respect of any business, damage claims by the Vendor Indemnitees against Buyers pursuant to reputation Section 13.2 for Damages suffered or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or incurred by any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.Vendor Indemnitees exceed E75,000,000

Certain Limitations. (ai) Notwithstanding the other provisions of this Article VII, in respect of In no event shall any Buyer Indemnitee be entitled to indemnification by Seller or Purchaser, for any Losses arising from a claim for indemnification pursuant to Section 7.1 or Section 7.2, respectively, 10.2a)(i) (iA) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] claim or series of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of related claims arising from the same matter, fact, circumstance or event, or a series set of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied facts with respect to or considered for purposes of calculating which the aggregate amount of Losses under the following clause does not exceed $100,000 and (ii); (iiB) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of all such Losses incurred by the Indemnified Party under all claims under Section 10.2a)(i) exceeds [***] of the Purchase Price one million dollars ($1,000,000) (the “Deductible”), at which time all such ▇▇▇▇ ▇▇▇▇▇▇ shall only be liable for any Losses in excess of the Deductible will be subject to indemnification hereunder; and Deductible. (iiiii) Seller’s or Purchaser’s In no event shall the aggregate Liability for indemnification by Seller pursuant to Section 10.2a)(i) exceed in the aggregate sixteen million dollars ($16,000,000) and in no event shall the aggregate Liability for indemnification by Seller pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not Agreement exceed [***] of the Purchase Price received by SellerPrice. (biii) If, prior In no event shall any Seller Indemnitee be entitled to the Closing, Purchaser has had knowledge of indemnification for any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach Losses arising from a claim for indemnification pursuant to this Article VII, to sue Section 10.2(b)(i) (A) for damages any claim or assert any other right or remedy series of related claims arising from any matters relating the same set of facts with respect to such breachwhich the aggregate amount of Losses does not exceed $100,000 and (B) unless and until the aggregate amount of all Losses under all claims under Section 10.2(b)(i) exceeds the Deductible, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party at which time Buyer shall only be liable for any Losses in excess of the Deductible. (iiv) specialIn no event shall the aggregate Liability for indemnification by Buyer pursuant to Section 10.2(b)(i) exceed in the aggregate sixteen million dollars ($16,000,000) and in no event shall the aggregate Liability for indemnification by Buyer pursuant to this Agreement exceed the Purchase Price. (v) Notwithstanding the foregoing, punitive, exemplary, incidental, consequential or indirect damages, the limitations set forth in Section 10.2c)i) to (iiiv) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage shall not apply to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other the extent that the Indemnified Party’s sole, joint Losses result from or concurrent negligence, strict liability or other faultarise out of Fraud by the Indemnifying Party.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )set forth in this Agreement, no Party Sovereign shall be liable to the Purchaser Indemnified Parties for indemnification under this Article XV in respect of any breach of the representations and warranties made by it in Section 6.1 above (and recourse may be had against Sovereign in respect of any such breach) only if and to the extent that Sovereign has recourse against Fleet pursuant to a claim for indemnification under Article XIV of the Fleet/Sovereign P&A Agreement. Any such claim which Purchaser may have against Sovereign for which Sovereign has a claim for indemnification against Fleet is hereinafter referred to as a "Purchaser Pass-Through Claim." (Purchaser acknowledges that any claim which Sovereign may assert against Fleet under such Article XIV is subject to all of the limitations on Fleet's liability set forth in such Article, including, without limitation, the limitations set forth in Section 14.6 thereof.) If requested to do so by Purchaser, Sovereign shall, at Sovereign's option: (a) assert in Purchaser's name and on Purchaser's behalf any Purchaser Pass-Through Claim against Fleet at Purchaser's sole cost and expense, provided that: (i) specialthat such Claim is BONA FIDE, punitive, exemplary, incidental, consequential or indirect damages, and (ii) lost profits Purchaser delivers to Sovereign in writing its undertaking to defend and indemnify Sovereign against and to hold Sovereign harmless from any claims and liabilities which may be asserted against Sovereign as a consequence of Sovereign's assertion of the Purchaser Pass-Through Claim against Fleet, such undertaking to be reasonably satisfactory to Sovereign in form and substance, or lost business(b) assign such Claim to Purchaser, loss of enterprise value, diminution in value provided that the consent of any businessthird Person to such assignment is not required or, damage if required, is obtained. All claims for indemnification which Sovereign may have against Fleet shall be aggregated with all Purchaser Pass-Through Claims for purposes of applying the limitations set forth in Section 14.6 of the Fleet/Sovereign P&A Agreement and any recovery shall be shared by Sovereign and Purchaser in proportion to reputation or loss their respective claims, provided that Sovereign and Purchaser shall each be entitled to be reimbursed in full for the expenses incurred by it in securing any recovery before any allocation of goodwill or such recovery is made between them. For example, if Sovereign has a claim for indemnification against Fleet in the amount of $12 million and Purchaser has a Purchaser Pass-Through Claim in the amount of $6 million (iii) damages calculated based on a multiple such that the aggregate amount of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwisethe claims against Fleet is $18 million), and whether or not arising if Sovereign secures a recovery from Fleet in the amount of $3 million and Sovereign and Purchaser collectively incur expenses of $600,000 in securing such recovery, Purchaser would be entitled to receive $800,000 of such recovery [($3 million, less $600,000) x 6/18]. Purchaser agrees to cooperate fully with Sovereign in pursuing any other Party’s sole, joint or concurrent negligence, strict liability or other faultsuch claim against Fleet and to take all such actions in connection therewith as Sovereign may from time to time reasonably request.

Certain Limitations. The indemnification provided for in Section 10.2 and Section 10.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Transferors shall not be applied liable to or considered the Acquiror Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 10.2(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 10.2(a) exceeds [***] of the Purchase Price $25,000 (the “DeductibleBasket”), at in which time event the Transferors shall be liable for all such Losses in respect of indemnification under Section 10.2(a) in excess of the Deductible will Basket. The aggregate amount of all Losses for which the Transferors shall be subject liable pursuant to indemnification hereunder; and Section 10.2(a) shall not exceed $875,000 (iii) Seller’s the “Cap”). Except for claims based on fraud, intentional misrepresentation or Purchaser’s intentional breach, the Transferors shall not have liability pursuant to Section 10.2 in an aggregate Liability for indemnification amount greater than the Purchase Price as finally determined pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerAgreement. (b) If, prior Acquiror shall not be liable to the ClosingTransferor Indemnitees for indemnification under Section 10.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 10.3(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Acquiror shall be deemed liable for all Losses in respect of indemnification under Section 10.3(a) in excess of the Basket. The aggregate amount of all Losses for which Acquiror shall be liable pursuant to Section 10.3(a) shall not exceed the Cap. Except for claims based on fraud, intentional misrepresentation or intentional breach, Acquiror shall not have waived such breach liability pursuant to Section 10.3 in an aggregate amount greater than the Purchase Price as finally determined pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoAgreement. (c) Notwithstanding anything The Transferors shall not be liable to the contrary contained herein (unless actually awarded and paid on account Acquiror Indemnitees for indemnification under Section 10.2(e) until the aggregate amount of a Third Party Claim )all Losses in respect of indemnification under Section 10.2(e) exceeds $150,000, no Party in which event the Transferors shall be liable for all Losses in respect of indemnification under Section 10.2(e) in excess of $150,000. (d) Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to any (i) specialindemnification claims based upon, punitivearising out of, exemplarywith respect to, incidental, consequential relating to or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value by reason of any business, damage to reputation breach of a Fundamental Representation or loss of goodwill or (iii) damages calculated claims based on a multiple of profitsfraud, revenue intentional misrepresentation or intentional breach or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultclaim with respect to Taxes.

Certain Limitations. The indemnification provided for in Section 8.1 and Section 8.2 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by The Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Indemnifying Parties shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, Section 8.1 unless and until the aggregate amount of all Losses indemnified under such Losses incurred by the Indemnified Party section exceeds [***] of the Purchase Price an amount equal to $50,000 (the “DeductibleBasket”), at in which time all such event the Seller Indemnifying Parties shall be liable for Losses in excess of such amount; provided, that the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, Basket will not exceed [***] apply to or otherwise be comprised of the Purchase Price received any Losses based upon, arising out of, with respect to or by Sellerreason of (i) a breach of any Seller Parties Fundamental Representations or (ii) for fraud, willful misconduct or intentional misrepresentation. (b) If, prior to The amount of all Losses for which the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser Contributing Shareholders shall be deemed to have waived such breach pursuant to liable for indemnification under this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating VIII shall not exceed the amount equal to such breachContributing Shareholder’s percentage ownership in the Company multiplied by the Contributions actually received by the Company from Buyer under this Agreement, notwithstanding anything except in the event of fraud committed by such Contributing Shareholder. Except in the event of fraud, willful misconduct or intentional misrepresentation committed by a Contributing Shareholder, Buyer Indemnitees’ recovery from such Contributing Shareholder shall be limited to the contrary contained herein or any certificate delivered pursuant heretoCompany stock owned by such Contributing Shareholder. (c) Notwithstanding anything to The amount of all Losses for which the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party Seller Indemnifying Parties shall be liable for any indemnification under this Article VIII shall not exceed the lesser of (i) special, punitive, exemplary, incidental, consequential an aggregate amount of $10,000,000 or indirect damages, the (ii) lost profits or lost business, loss of enterprise value, diminution in the fair market value of any businessthe Shares owned by the Seller Indemnifying Parties, damage to reputation except in the event of fraud, willful misconduct or loss intentional misrepresentation committed by such Seller Indemnifying Party. Except in the event of goodwill fraud, willful misconduct or (iii) damages calculated based on intentional misrepresentation committed by a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwiseSeller Indemnifying Party, and whether only for amounts in excess of Company Formation Expenses and Company Transaction Expenses paid by Buyer Indemnitees, Buyer Indemnitees’ recovery from a Seller Indemnifying Party shall be limited to Company stock owned by the Seller Indemnifying Party. (d) Payments by the Seller Indemnifying Parties pursuant to Section 8.1 or not arising from the Buyer Indemnifying Party pursuant to Section 8.2 in respect of any other Party’s sole, joint or concurrent negligence, strict Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other faultsimilar payment received by the Seller Indemnifying Parties or the buyer Indemnifying Party (or the Company) in respect of any such claim. The Seller Indemnifying Parties and the Buyer Indemnifying Party, as applicable, shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (e) Seller Parties shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The indemnification provided for in Section 7.2 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to the Buyer Indemnitees for indemnification under Section 7.2(a) or considered for purposes of calculating Section 7.2(c), as the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amountcase may be, until the aggregate amount of all such Losses incurred by in respect of indemnification under Section 7.2(a) or the Indemnified Party aggregate amount of all Losses in respect of indemnification under Section 7.2(c) exceeds [***] of the Purchase Price $99,450 (the “DeductibleBasket”), at in which time event Sellers shall be required to pay or be liable for all such Losses from the first dollar; provided, however, that the Basket shall not apply to any breach of any Special Representations; provided, further, that any breach of Special Representations (other than an intentional misrepresentation) shall not be considered in excess determining whether the Basket has been satisfied. The aggregate amount of all Losses for which Sellers may be liable pursuant to Section 7.2(a) or 7.2(c) shall not exceed $2,983,500 (the Deductible will “Cap”); provided, that with respect to any claims for breaches of any Special Representations, the Cap shall be subject equal to the Exchange Consideration. Notwithstanding the foregoing, (i) the Basket and the Cap shall not apply to (A) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnifying Party (or any of its Affiliates) and (B) indemnification claims based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. The Basket and the Indemnification Cap shall apply only to indemnification hereunder; claims made under clause (a) and (iiic) Seller’s of Section 7.2 and shall not affect or Purchaser’s aggregate Liability apply to any other indemnification claim made pursuant to this Agreement, including those asserted under any other clause of Section 7.2. (b) Solely for purposes of calculating the amount of any Losses arising out of or caused by any breach by the Company or the Sellers of any representation or warranty made by the Company or the Seller in this Agreement for which a Buyer Indemnitee is entitled to indemnification pursuant to this Article VII, unless arising VII any references in connection with Fraud of Seller any such representation or the Divesting Entity warranty to “material,” or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant “Material Adverse Effect” or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser similar qualifications shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretodisregarded. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The Party making a claim under this Section 10.3 is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Section 10.3 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 10.1 and Section 10.2 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to or considered the Buyer Indemnified Parties for purposes indemnification under Section 10.1(a) with respect to breaches of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, representations and warranties until the aggregate amount of all Losses that would be payable pursuant to such Losses incurred by the Indemnified Party claim exceeds [***] of the Purchase Price one million two hundred seventy-five thousand dollars ($1,275,000) (the “Deductible”), at in which time event Sellers shall be required to pay or be liable for Losses in excess thereof; provided, however, that the aggregate amount of all Losses for which Sellers shall be liable under Section 10.1(a) for breaches of representations and warranties shall not exceed an amount equal to one million two hundred seventy-five thousand dollars ($1,275,000) (the “Indemnity Cap”) and, absent Fraud, Buyer shall only have recourse to Sellers for any such breaches up to the Indemnity Cap. Notwithstanding anything to the contrary in this Agreement, the Deductible and Indemnity Cap shall not affect or otherwise limit any claim made or available under the R&W Insurance Policy. (b) For the avoidance of doubt, any Losses suffered by the Buyer Indemnified Parties from any and all Excluded Claims shall not be subject to the Deductible or the Indemnity Cap; provided, notwithstanding anything to the contrary set forth in this Agreement, the aggregate amount that shall be payable by Sellers for Excluded Claims shall in no event exceed ten percent (10%) of the Purchase Price less any amounts paid from the Escrow Amount; and, provided further, that in no event shall any Voting Trust certificate holder be liable or responsible for indemnification claims under this Agreement in an amount in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] portion of the Purchase Price received by Sellersuch Voting Trust certificate holder. (bc) If, prior Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Loss shall be limited to the Closing, Purchaser has had knowledge amount of any breach liability or damage that remains after deducting therefrom any insurance proceeds (if applicable) and any indemnity, contribution or other similar payment received by Seller the Indemnified Party in respect of any representationsuch claim (netted against costs or expenses incurred by the Indemnified Party in connection with such recovery), warrantyprovided that this Section 10.3(c) shall not apply to the R&W Insurance Policy except to the extent that the amount of insurance proceeds received by the Buyer (netted against costs or expenses incurred by the Indemnified Party in connection with such recovery) are in excess of the retention amount. The Indemnified Party shall use its commercially reasonable efforts to recover under any such insurance policies, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closingfor any Losses; provided, Purchaser however no Indemnified Party shall be deemed required to have waived such breach pursuant to this Article VII, to sue for damages commence or assert engage in litigation or initiate any other right Action against any insurance carrier. (d) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or remedy arising from any matters relating circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to mitigate the breach that gives rise to such breachLoss. (e) The amount of any indemnity provided under this ARTICLE 10, notwithstanding other than indemnity with respect to claims which are not subjected to the Deductible or the Indemnity Cap, shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes realized by the Indemnified Parties as a result of the Losses giving rise to such indemnity claim. (f) Notwithstanding anything to the contrary contained herein in this Agreement, the Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent that the matter giving rise to such Loss had been reserved for in the Company Financial Statements or any certificate delivered the Closing Statement or the Buyer Indemnified Parties have been otherwise compensated through an adjustment to the Estimated Purchase Price pursuant heretoto Section 1.4. (cg) For the purposes of determining the amount of any Losses suffered by any Buyer Indemnified Parties, the representations, warranties and covenants of Sellers and the Company set forth in this Agreement shall be considered without regard to any materiality or Material Adverse Effect qualification therein. (h) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account in this Agreement, none of a Third Party Claim ), no Party the parties hereto shall be liable have any liability under any provision of this Agreement for any (i) specialpunitive or exemplary damages, punitiveany multiple, exemplaryconsequential, incidental, consequential special or indirect damages, (ii) lost profits or lost business, and any damages for loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of future profits, revenue or any other financial metricincome, in each case, whether damages based on contractany multiple of revenue or income, tortloss from diminution in value, strict liabilityor loss of business reputation or opportunity or statutory damages relating to the breach, except to the extent such damages are actually awarded to a third Person. (i) In addition to the other Law or otherwiselimitations contained in this Agreement, the Sellers obligation for Pre-Closing Taxes shall not include any Taxes (and whether or not related Losses) to the extent arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultrelating to the Reorganization.

Certain Limitations. Notwithstanding anything in this Agreement to the contrary, (a) Notwithstanding no party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a representation, unless notice of the claim is given within eighteen months after the Closing Date; (b) the Seller shall not be required to indemnify or otherwise be liable to the Purchaser for any breach of a representation or warranty, unless the Losses of the Purchaser from all such breaches exceed in the aggregate Twenty-Five Thousand Dollars ($25,000), in which event the Seller shall be required to indemnify the Purchaser for all such Losses (subject to the other provisions limitations in this Agreement); (c) the Purchaser shall not be required to indemnify or otherwise be liable to the Seller for any breach of this Article VIIa representation or warranty unless the Losses of the Seller from all such breaches exceed in the aggregate Twenty-Five Thousand Dollars ($25,000), in respect of any indemnification by which event the Purchaser shall be required to indemnify the Seller or Purchaser, pursuant for all such Losses (subject to Section 7.1 or Section 7.2, respectively, the other limitations in this Agreement); (id) there will the Seller shall not be no obligation required to indemnify for any individual item where breach of a representation or warranty, to the extent that the Losses relating thereto is less than [***] of the Purchase Price Purchaser from all such breaches exceed in the aggregate the Cash Consideration paid (but not refunded) pursuant to Section 2.2 plus the “De Minimis Amount”) aggregate royalties paid to the date of final determination of liability (provided, and it is understood that such limitation does not apply to the indemnity set forth in Section 10.2(c)); (e) the Purchaser shall not be required to indemnify for any breach of a representation or warranty to the extent that the Losses shall of the Seller from all such breaches exceed in the aggregate the Cash Consideration provided for in Section 2.2 (and it is understood that such limitation does not apply to the indemnity set forth in Section 3.5 and Section 10.3(b)); (f) the amount of Losses for which a Claimant may be aggregated entitled to indemnification under this Agreement (but not the amount of Losses suffered by a Claimant for purposes of the foregoing provisions of this clause Section 10.5) shall be determined on an after-tax basis, after giving effect to any tax benefit arising from the incurring of any Loss and any tax detriment arising from the indemnification thereof; (ig) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount indemnification of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount this Agreement shall be net of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior any insurance proceeds actually paid to the ClosingClaimant with respect to the event giving rise to such Loss, Purchaser has had knowledge of but no Claimant shall have any breach by Seller of any representation, warranty, covenant or agreement contained in obligation under this Agreement and Purchaser proceeds with the Closing, Purchaser shall to make any claim under any insurance policy that may be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating applicable to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoevent. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. Any provision of this Agreement to the contrary notwithstanding, the respective indemnification obligations of the Selling Parties and Purchaser shall be subject to the following monetary limitations: (a) Notwithstanding Limitations on the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be Selling Parties' Indemnity Obligations. The Selling Parties shall have no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price Purchaser Indemnitees that would otherwise be entitled to indemnification under this Section 10, unless and until such Purchaser Indemnitees have incurred or suffered, in the aggregate, Losses for which they are entitled to indemnification hereunder and have submitted with respect to Indemnification Claims (as hereinafter defined) within the respective Survival Period applicable thereto, totaling more than Fifty Thousand Dollars ($50,000) (the “De Minimis Amount”) (provided"Threshold"). In the event such Threshold is exceeded, that such Losses then, the Selling Parties shall be aggregated liable to indemnify the Purchaser Indemnitees for purposes of this clause (i) if they arise out all Losses incurred by them from the first dollar thereof, subject to the Indemnification Ceiling provided for hereinafter. The maximum aggregate liability of the same matterSelling Parties to the Purchaser Indemnified Parties under this Section 10 with respect to or arising from any Indemnification Claims asserted within their respective Applicable Survival Periods, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do shall not exceed the De Minimis Amountsum of the Cash Consideration and the fair market value of the Stock Consideration determined as of the date as of which the Indemnification Claim was made hereunder by any of the Purchaser Indemnitees (the "Selling Party Indemnification Ceiling"), then such Losses provided that the maximum liability of Bowe▇▇, ▇▇dividually, shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] exceed 60% of the Purchase Price (Selling Party Indemnification Ceiling, and the “Deductible”)maximum liability of Mere▇▇, at which time all such Losses in excess ▇▇dividually, shall not exceed 40% of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Selling Party Claims, will not exceed [***] of the Purchase Price received by SellerIndemnification Ceiling. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred sustained by Buyer Indemnitees by reason of inaccuracies in, or breaches of, the Indemnified Party representations or warranties made by Sellers in this Agreement, or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, exceeds [***] of the Purchase Price $491,250.00 (the “DeductibleBasket”), at in which time event Sellers shall be required to indemnify Buyer Indemnitees for all such Losses in excess of the Deductible will Basket. The aggregate amount of all Losses for which Sellers (cumulatively) shall be liable pursuant to Section 8.02(a) shall not exceed $491,250.00 (the “Cap”). (b) Buyer shall not be liable to the Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses sustained by Seller Indemnitees by reason of inaccuracies in, or breaches of, the representations or warranties made by Buyer in this Agreement, or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, exceeds the Basket, in which event Buyer shall be required to indemnify Seller Indemnitees for all such Losses in excess of the Basket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not (i) apply to Losses resulting from any inaccuracy in or breach of any Fundamental Representation; (ii) affect or otherwise limit any claim Buyer may have under the R&W Insurance Policy, or (iii) apply to the payment of the Working Capital Adjustment pursuant to Section 2.04. (d) For purposes of this ARTICLE VIII, (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, except for the references in Sections 3.08(a), 3.09(a)(xiii), and 3.11. (e) Notwithstanding anything to the contrary in this ARTICLE VIII, in the event a party perpetrates a Fraud on the other party in connection with this Agreement or the transactions contemplated hereby, the Party who suffers Losses by reason thereof shall be entitled to seek recovery therefor against the person(s) who perpetrated such Fraud without regard to any limitation set forth in this Agreement (whether a temporal limitation, the Basket, Cap, or otherwise) and such Losses shall not count toward satisfaction of the Basket or Cap; (f) No Seller shall be liable under this Agreement (including this ARTICLE VIII) with respect to any Losses which are taken into account in the determination of Closing Working Capital or the Working Capital Adjustment; (g) The amount of any Losses which are indemnifiable or payable under this ARTICLE VIII by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party in respect of such Losses under applicable insurance policies or from any other third party alleged to be responsible therefor, including, without limitation, the Title Policy. If the Indemnified Party recovers any amounts under applicable insurance policies, or from any other third party alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then the Indemnified Party receiving such payment shall promptly reimburse the Indemnifying Party for any portion of such indemnification payment which would not have been payable pursuant to the operation of the immediately preceding sentence had such payment been made after the Indemnified Party had recovered such other amount, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including any deductible amounts, attorney’s fees and any increased insurance premiums). If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party would reasonably have been expected to have been able to recover all or a part of such Losses from a third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party the amount of such indemnification payment; (h) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses that are for special or consequential damages, or damages based on a multiple, or for Losses which are exemplary or, except for instances of Fraud, punitive damages, unless such damages are payable to a third party; (i) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any representation or warranty pertaining to the title of any owned Real Property, including, without limitation, the representations and warranties set forth in Section 3.10, unless and until Buyer Indemnitees have pursued and exhausted all coverages, claims, rights, and protections set forth in the Title Policy; (j) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital, including, without limitation, the representations and warranties set forth in Sections 3.13 and 3.14, unless the amount of the resulting Losses would have caused a Working Capital Adjustment to occur (if such Losses had been known at the time when Closing Working Capital was determined), or, if a Working Capital Adjustment does occur, would have resulted in a different Working Capital Adjustment (if such Losses had been known at the time when Closing Working Capital was determined) (any such Losses, which, if known at the time when Closing Working Capital was determined, would have caused a Working Capital Adjustment to occur, or, if a Working Capital Adjustment does occur, would have resulted in a different Working Capital Adjustment, being referred to herein as “Losses in Excess of Collar”). In the event that Losses in Excess of Collar result from breaches of any representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital (including, without limitation, the representations and warranties set forth in Sections 3.13 and 3.14), the Indemnifying Parties shall only be liable under this ARTICLE VIII for such Losses in Excess of Collar, and shall not be liable for any other such resulting Losses. The terms of this Section shall not affect any other limitation set forth in this Section 8.04. For purposes of clarity, and by way of example, if a Closing Working Capital Deficit exists of $1,000,000 (resulting in no Working Capital Adjustment), and Losses resulting from breaches of a representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital are (i) $500,000, no such Losses would be subject to indemnification hereunder, or (ii) $1,500,000, the Losses in Excess of Collar ($500,000) would be subject to indemnification hereunder. Furthermore, if a Closing Working Capital Surplus exists of $2,500,000 (resulting in a Working Capital Adjustment of $500,000), and Losses resulting from breaches of a representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital are (i) $300,000, the Losses in Excess of Collar ($300,000) would be subject to indemnification hereunder, or (ii) $1,500,000, the Losses in Excess of Collar ($500,000) would be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller.and (bk) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any (i) specialrepresentation or warranty pertaining to environmental matters, punitiveincluding, exemplarywithout limitation, incidentalthe representations and warranties set forth in Sections 3.19, consequential if and to the extent the resulting Losses relate to, result from, or indirect damagesarise out of any matter disclosed in Sections 3.19(b), (ii) lost profits or lost businesse), loss of enterprise value(f), diminution in value of any business, damage to reputation or loss of goodwill or (iiih) damages calculated based on a multiple of profitsthe Disclosure Schedules (the parties acknowledging that Buyer has conducted extensive due diligence relating to the owned Real Property, revenue or any other financial metricincluding, in each casewithout limitation, whether based on contract, tort, strict liability, other Law or otherwiseconducting the Phase I and Phase II, and whether that Sellers shall have no liability or not indemnification obligations hereunder for Losses relating to, resulting from, or arising out of matters disclosed in the Phase I and/or Phase II). (l) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from any other Partythe Company’s soleor Sellers’ failure to obtain consent from, joint or concurrent negligencefailure to notify, strict liability the State of Kansas (and its related agencies) or other faultInTrust Bank, with respect to the Closing and/or the transactions contemplated hereby.

Certain Limitations. The indemnification provided for in Section 10.2 and Section 10.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant Subject to Section 7.1 or Section 7.210.4(d), respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Transferors shall not be applied liable to or considered the Acquiror Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 10.2(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 10.2(a) exceeds [***] of the Purchase Price $50,000 (the “DeductibleBasket”), at in which time event the Transferors shall be liable for all such Losses in respect of indemnification under Section 10.2(a) in excess of the Deductible will Basket. The aggregate amount of all Losses for which the Transferors shall be subject liable pursuant to indemnification hereunder; and Section 10.2(a) shall not exceed $1,000,000 (iii) Seller’s the “Cap”). Except for claims based on fraud, intentional misrepresentation or Purchaser’s intentional breach, the Transferors shall not have liability pursuant to Section 10.2 in an aggregate Liability for indemnification amount greater than the Purchase Price as finally determined pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerAgreement. (b) If, prior Acquiror shall not be liable to the ClosingTransferor Indemnitees for indemnification under Section 10.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 10.3(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Acquiror shall be deemed liable for all Losses in respect of indemnification under Section 10.3(a) in excess of the Basket. The aggregate amount of all Losses for which Acquiror shall be liable pursuant to Section 10.3(a) shall not exceed the Cap. Except for claims based on fraud, intentional misrepresentation or intentional breach, Acquiror shall not have waived such breach liability pursuant to Section 10.3 in an aggregate amount greater than the Purchase Price as finally determined pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoAgreement. (c) [Intentionally Omitted] (d) Notwithstanding anything the foregoing, neither the Basket nor the Cap shall apply to the contrary contained herein (unless actually awarded and paid on account any indemnification claims based upon, arising out of, with respect to, relating to or by reason of any breach of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential Fundamental Representation or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated claims based on a multiple of profitsfraud, revenue intentional misrepresentation or intentional breach or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultclaim with respect to Taxes.

Certain Limitations. (a) Notwithstanding anything contained herein to the other provisions contrary, the maximum aggregate liability of this Article VII, in respect ITTI to all Purchaser Indemnified Parties taken together for all Purchaser Losses under Section 9.1(a)(i) by Purchaser Indemnified Parties shall be limited to a maximum of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] 50% of the Purchase Price Price, with the exception of breaches of Section 4.3 or Section 4.7 (with respect to title), with respect to which the “De Minimis Amount”) (provided, that such maximum aggregate liability of ITTI for all Purchaser Losses shall be aggregated limited to the Purchase Price. Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Purchaser to all ITTI Indemnified Parties taken together for purposes all ITTI Losses under Section 9.1(b)(i) by ITTI Indemnified Parties shall be limited to a maximum of this clause (i) if they arise out 50% of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerPurchaser Price. (b) If, prior Notwithstanding anything contained herein to the Closingcontrary, ITTI shall not be obligated to make any indemnification payment under Section 9.1(a)(i) unless and until the aggregate Purchaser has had knowledge Losses sustained by Purchaser Indemnified Parties collectively (calculated as specified in Section 9.1(a)(i)) exceed 1% of the Purchase Price, and then any indemnification with respect to Purchaser Losses shall be made by ITTI only to the extent of such excess over such 1%, with the exception of breaches of Section 4.16 with respect to which ITTI shall be obligated to make indemnification payments in respect of all Purchaser Losses above $5 million (other than Purchaser Losses arising in Brazil, as to which ITTI shall be obligated to make indemnification payments in respect of all Purchaser Losses). Notwithstanding anything contained herein to the contrary, (x) Purchaser shall not be 129 121 obligated to make any indemnification payment under Section 9.1(b)(i) unless and until the aggregate ITTI Losses sustained by ITTI Indemnified Parties collectively (calculated as specified in Section 9.1(b)(i) exceed 1% of the Purchase Price, and then any indemnification with respect to ITTI Losses shall be made by Purchaser only to the extent of such excess over such 1%. (i) The representations and warranties of ITTI contained in Section 4.3 of this Agreement shall survive the Closing until the fifth anniversary of the Closing Date, (ii) the representations and warranties of ITTI contained in Section 4.12 of this Agreement shall survive the Closing until 60 days after the expiration of the applicable statute of limitations in respect of such tax matters and (iii) all other representations and warranties of the parties contained in this Agreement shall survive the Closing until the second anniversary of the Closing Date. (d) Claims for Purchaser Losses or ITTI Losses caused by or arising out of breach of warranty or inaccurate or erroneous representation may be made only pursuant to Article IX hereof and only by Seller written notice within the survival period of any such representation and warranty provided for in Section 9.2(c). (e) The obligations to indemnify and hold harmless a party hereto pursuant to this Article IX shall terminate when the applicable representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach terminates pursuant to this Article VIISection 9.2(c); provided, however, that such obligations to sue for damages or assert indemnify and hold harmless shall not terminate with respect to any other right or remedy arising from any matters relating item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such breach, notwithstanding anything claim) to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.indemnifying person. 130 122

Certain Limitations. Notwithstanding anything to the contrary herein, (ai) Notwithstanding other than with respect to any breach of any Company Fundamental Representations or the other provisions of this Article VIIrepresentations and warranties made pursuant to Section 3.15 or the Specified Indemnity Matter, the Company Unitholders shall not be liable pursuant to Section 9.02(a) for any Damages incurred by any Parent Indemnified Person unless, (A) the Damages incurred by all Parent Indemnified Persons in respect of any indemnification by Seller individual claim (or Purchaserseries of related claims arising from substantially similar underlying facts, events or circumstances) pursuant to Section 7.1 or Section 7.2, respectively, 9.02(a) exceeds $10,000 (iwhich Damages shall not be counted towards the Deductible) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis AmountMini-Basket”), and (B) the aggregate of all Damages incurred by all such Parent Indemnified Persons exceeds, on a cumulative basis (provided, that but for such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses excluding any Damages which do not exceed the De Minimis Amount, then such Losses shall not be applied Mini-Basket pursuant to or considered for purposes of calculating the aggregate amount of Losses under the following clause (iiA); (ii) where the Losses arising from such individual claim is ), an amount equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price $1,000,000 (the “Deductible”), at and then indemnification shall only be available to the Parent Indemnified Persons for the amount of Damages for which time all such Losses indemnification is due pursuant to Section 9.02 in excess of the Deductible will be subject to indemnification hereunder; and (iiiii) Seller’s or Purchaser’s except in the case of fraud, the aggregate Liability amount of Damages for indemnification which the Company Unitholders shall be liable pursuant to this Article VII, unless arising Section 9.02 shall in connection with Fraud of Seller or no event exceed the Divesting Entity or Third Party Claims, will not exceed [***] Indemnity Escrow Amount and the Indemnity Escrow Account shall be the sole remedy of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of Parent Indemnified Persons for any breach by Seller of any representation, warranty, covenant amounts owed or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) payable under Section 9.02. Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )herein, no Party shall be liable for any (i) specialother than with respect to any breach of any Parent Fundamental Representations, punitiveParent shall not be liable pursuant to Section 9.02(a) for any Damages incurred by any Company Indemnified Person unless, exemplary(A) the Damages incurred by all Company Indemnified Persons in respect of any individual claim (or series of related claims arising from substantially similar underlying facts, incidentalevents or circumstances) pursuant to Section 9.02(a) exceeds the Mini-Basket (which Damages shall not be counted towards the Deductible), consequential or indirect damagesand (B) the aggregate of all Damages incurred by all such Company Indemnified Persons exceeds, on a cumulative basis (but for such purposes excluding any Damages which do not exceed the Mini-Basket pursuant to clause (A)), the Deductible, and then indemnification shall only be available to the Company Indemnified Persons for the amount of Damages for which indemnification is due pursuant to Section 9.02 in excess of the Deductible and (ii) lost profits or lost businessexcept in the case of fraud, loss the aggregate amount of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.Damages

Certain Limitations. (a) Notwithstanding Seller shall not be liable under Section 6.2(a) with respect to Losses unless the other provisions aggregate amount of this Article VII, in such Losses incurred by the Purchaser Indemnified Parties with respect of any to all matters for which indemnification by Seller or Purchaser, pursuant is to be provided under Section 7.1 or Section 7.2, respectively, (i6.2(a) there will be no obligation exceeds an amount equal to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Basket Amount”“), and if and when such Basket Amount is met, then Seller will be liable under Section 6.2(a) (only in respect of all Losses in excess of the Basket Amount, subject in all respects to Section 6.5(b) and Section 6.5(c); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (b) Subject to the other limitations in this Article VI, Seller’s maximum aggregate liability for Losses pursuant to Section 6.2(a), and the Purchaser Indemnified Parties’ sole and exclusive recourse for Losses against Seller pursuant to Section 6.2(a), shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not and be applied to or considered for purposes of calculating limited in the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”Cap“); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. Subject to the other limitations in this Article VI, Purchaser’s maximum aggregate liability for Losses pursuant to Section 6.3(a), at which time and the Seller Indemnified Parties’ sole and exclusive recourse for Losses against Purchaser pursuant to Section 6.3(a), shall not exceed and be limited in the aggregate to the Cap; provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (c) Subject to the other limitations in this Article VI and the immediately following sentence, in the event that any Purchaser Indemnified Party or Seller Indemnified Party suffers a Loss that is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, including in respect of breaches of any Fundamental Representation, the maximum aggregate amount that all Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, may recover from Seller or Purchaser, respectively, with respect to any and all such Losses in excess shall be equal to the Purchase Price. The limitations on the rights of the Deductible will be subject Purchaser Indemnified Parties or Seller Indemnified Parties to indemnification hereunder; and (iii) seek recourse against Seller or Purchaser, respectively, set forth in this Section 6.5 shall not apply to Seller’s or Purchaser’s aggregate Liability liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated claims based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultFraud.

Certain Limitations. The party making a claim under this Section 9 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 9 is referred to as the “Indemnifying Party”. The indemnification provided for in this Section 9 and shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses The Stockholders shall not be applied liable to or considered the Alarm Indemnified Parties for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 9(a)(i) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price $175,000 (the “DeductibleBasket”), at in which time all event the Stockholders shall be liable for the full amount of such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerLosses. (b) IfExcept for claims arising out of fraud, prior to willful breach or breach of the ClosingFundamental Representations, Purchaser has had knowledge the aggregate amount of any breach by Seller of any representation, warranty, covenant or agreement contained all Losses for which all Stockholders in this Agreement and Purchaser proceeds with the Closing, Purchaser aggregate shall be deemed to have waived such breach liable pursuant to this Article VIISection 9 shall not exceed the Escrow Amount and the recourse of the Alarm Indemnified Parties shall be solely to the Escrow Amount. With respect to claims arising out of fraud, to sue willful breach or breach of the Fundamental Representations, (i) the aggregate amount of all Losses for damages or assert which all Stockholders shall be liable shall not exceed the aggregate amount of the Merger Consideration actually received by the Stockholders, (ii) the indemnification obligation of each Stockholder shall in no event exceed the amount of the Merger Consideration actually received by such Stockholder, and (iii) in no event shall any Stockholder be liable for any indemnification obligations of any other right or remedy arising from any matters relating to such breachStockholder. Further, notwithstanding anything to the contrary contained herein in this Agreement in the case of a breach of any representation or warranty made severally and not jointly by any certificate delivered Stockholder in such Stockholder’s Letter of Transmittal, the indemnification obligations of the Stockholders are several and no Stockholder shall be liable for any losses suffered by Alarm as a result of any breach of such representation by any other Stockholder. Further still, in no event shall any Common Holder who acquired his or her shares by virtue of exercise of stock options pursuant heretoto the Company Stock Option Plan have any liability pursuant to the indemnification provisions of this Agreement or with respect to the Merger on account of such shares of common stock other than arising out of or with respect to his or her own representations, warranties and covenants expressly set forth in his or her Letter of Transmittal. To the extent a Common Holder also holds shares of Preferred Stock, such Common Holder also shall be subject to the indemnification provisions of this Agreement and other obligations of Holders of Preferred Stock set forth in this Agreement with respect to shares of Preferred Stock held by such Holder. (c) Payments by an Indemnifying Party pursuant to this Section 9 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting there from any insurance proceeds, and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such claim. (d) Except in the case of a breach of representation or warranty contained in the Letter of Transmittal of each applicable Stockholder for which the Indemnified Party may pursue the applicable Stockholder directly without first making a claim against the escrow, unless and until the assets remaining in the Escrow are insufficient to satisfy the outstanding indemnification claims, all claims for indemnification by the Alarm Indemnified Parties shall first be made against the Escrow Amount. (e) Notwithstanding anything herein to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim )contrary, no Party party shall be liable entitled to indemnification pursuant to this Article IX for any (i) special, punitive, exemplary, incidental, consequential Losses to the extent such party has been indemnified or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or reimbursed for such Losses under any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultprovision of this Agreement including Section 2.3 hereof.

Certain Limitations. (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied liable under Section 6.2(a) with respect to or considered for purposes of calculating Losses unless the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Purchaser Indemnified Party Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds [***] of the Purchase Price an amount equal to $20,000 (the “DeductibleBasket Amount”), at which time and if and when such Basket Amount is met, then Seller will be liable under Section 6.2(a) only in respect of all such Losses in excess of the Deductible will Basket Amount, subject in all respects to Section 6.5(b) and Section 6.5(c); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (b) Subject to the other limitations in this Article VI, Seller’s maximum aggregate liability for Losses pursuant to Section 6.2(a), and the Purchaser Indemnified Parties’ sole and exclusive recourse for Losses against Seller pursuant to Section 6.2(a), shall not exceed and be subject limited in the aggregate to $700,000 (the “Cap”); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. Subject to the other limitations in this Article VI, Purchaser’s maximum aggregate liability for Losses pursuant to Section 6.3(a), and the Seller Indemnified Parties’ sole and exclusive recourse for Losses against Purchaser pursuant to Section 6.3(a), shall not exceed and be limited in the aggregate to the Cap; provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (c) Subject to the other limitations in this Article VI and the immediately following sentence, in the event that any Purchaser Indemnified Party or Seller Indemnified Party suffers a Loss that is entitled to indemnification hereunder; pursuant to Section 6.2 or Section 6.3, respectively, including in respect of breaches of any Fundamental Representation, the maximum aggregate amount that all Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, may recover from Seller or Purchaser, respectively, with respect to any and (iii) all such Losses shall be equal to the Purchase Price. The limitations on the rights of the Purchaser Indemnified Parties or Seller Indemnified Parties to seek recourse against Seller or Purchaser, respectively, set forth in this Section 6.5 shall not apply to Seller’s or Purchaser’s aggregate Liability liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated claims based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultFraud.

Certain Limitations. (a) Notwithstanding anything to the other provisions of contrary in this Article VIIAgreement, in respect of any indemnification by Seller or Purchaser, pursuant but subject to Section 7.1 or Section 7.2, respectively10.3(b), (i) there will Seller shall not be no obligation required to indemnify any Purchaser Indemnitee, nor shall Seller have any liability under Section 10.1(a), unless the total amount of all Damages exceeds the Tipping Basket Amount, then the Purchaser Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Seller shall not be required to indemnify any individual item where Purchaser Indemnitee, nor have any liability, under Section 10.1(a), in the Losses relating thereto is less than aggregate in excess of [***] ]% of the Purchase Price Price; and (ii) Purchaser shall not be required to indemnify any Seller Indemnitee, nor shall Purchaser have any liability under Section 10.2(a), unless the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes total amount of this clause (i) if they arise out of all Damages exceeds the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Tipping Basket Amount, then the Seller Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Losses Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Purchaser shall not be applied required to or considered for purposes of calculating indemnify any Seller Indemnitee, nor have any liability, under Section 10.2(a), in the aggregate amount in excess of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] ]% of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by SellerPrice. (b) IfSubject to Section 10.3(c), prior (i) the Seller shall not be required to indemnify any Purchaser Indemnitee, nor shall the ClosingSeller have any liability, Purchaser has had knowledge under Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(f) and Section 10.1(h) in the aggregate in excess of any breach the cash amounts actually received by the Seller of any representationunder this Agreement, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, (ii) Purchaser shall not be deemed required to indemnify any Seller Indemnitee, nor shall Purchaser have waived such breach pursuant to any liability, under Section 10.2(b) or Section 10.2(d) in the aggregate in excess of the cash amounts actually received by the Seller under this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoAgreement. (c) Notwithstanding anything in this Article 10 to the contrary contained herein (unless actually awarded contrary, the limitations set forth in Section 10.3(a) and paid on account of a Third Party Claim )Section 10.3(b) shall not apply to Damages arising out of, no Party shall be liable for any relating to, or in connection with (i) specialany liability under Section 10.1(e) or Section 10.1(g), punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultunder Section 10.2(c).

Certain Limitations. The indemnification provided for in Section 10.2 and Section 10.3 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses Sellers shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 10.2(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 10.2(a) exceeds [***] of the Purchase Price $100,000 (the “DeductibleBasket”), at in which time all such event Sellers shall only be required to pay or be liable for Losses in excess of the Deductible will Basket. The aggregate amount of all Losses for which Sellers may be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 10.2(a) shall not exceed [***] fifteen percent (15%) of the Purchase Price actually received by Sellerthe Sellers (the “Cap”); provided that such limitation shall not apply to any such Losses (i) with respect to breaches of Company Fundamental Reps, for which the maximum amount recoverable by the Buyer Indemnitees shall be limited to the Purchase Price actually received by the Sellers and (ii) with respect to breaches of the Intellectual Property Reps, for which the maximum amount recoverable by the Buyer Indemnitees shall be limited to thirty percent (30%) of the Purchase Price actually received by the Sellers. The aggregate Liability of a particular Seller in respect of any Loss for which such Seller indemnifies the Buyer Indemnitees pursuant to Section 10.2 shall not exceed an amount equal to the Purchase Price actually received by such Seller pursuant to this Agreement. (b) If, prior Buyer shall not be liable to the ClosingSeller Indemnitees for indemnification under Section 10.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 10.3(a) exceeds the Basket, Purchaser has had knowledge in which event Buyer shall only be required to pay or be liable for Losses in excess of the Basket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 10.3(a) shall not exceed the Cap; provided that such limitation shall not apply to any such Losses with respect to breaches of Buyer Fundamental Reps, for which the maximum amount recoverable by any Seller Indemnitee shall be limited to the Purchase Price actually received by such Seller. (c) For purposes of calculating the monetary amount of Losses for which any Legal Action may be made against any Indemnifying Party, (i) the amount of any Losses corresponding to any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, (ii) there shall be no duplication of recovery by Seller reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement (and no Indemnified Party will be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party or its Affiliate has received indemnification payments for or been reimbursed for such amount under any other provision of this Agreement or any other document executed in connection with this Agreement (i.e., no double recovery)) and (iii) such monetary amount shall be decreased to the extent of any amounts actually recovered by an Indemnified Party under applicable insurance policies. Each Indemnified Party agrees that it shall, and cause its Affiliates to, use commercially reasonable efforts to (x) make or cause to be made all reasonable claims for insurance under insurance policies that may be applicable to the matter giving rise to the indemnification claim hereunder, and (y) mitigate any Losses after becoming aware of such Losses or any event or condition that could reasonably be expected to give rise to any such Losses. (d) Except with respect to an action for which specific performance is sought (and solely to the extent such action seeks such relief), each Party acknowledges and agrees that its sole and exclusive remedy with respect to all claims relating to any breach, inaccuracy, or nonfulfillment of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with or otherwise relating to the Closing, Purchaser transactions contemplated hereby shall be deemed in accordance with, and limited by, the indemnification provisions set forth in this ARTICLE X. In furtherance of the foregoing, except with respect to Section 12.11, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have waived such breach against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.ARTICLE X.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses and EcoArk shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 8.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 8.02(a) exceeds [***] of the Purchase Price $50,000 (the “Deductible”"Basket"), at in which time event Seller and EcoArk shall be required to pay or be liable for all such Losses in excess from the first dollar. The aggregate amount of the Deductible will all Losses for which Seller and EcoArk shall be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification liable pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will Section 8.02(a) shall not exceed [***] of $500,000 (the Purchase Price received by Seller"Cap"). (b) IfSeller and EcoArk shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02 where the Losses are the result of (i) acts, actions or inaction of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇ prior to the ClosingClosing Date that constitute negligence or misconduct by either of them in the performance of their duties for Seller, Purchaser has had knowledge or (ii) a breach of any breach by a representation or warranty of Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with Agreement, the Closing, Purchaser shall be deemed to have waived such breach other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇ had actual knowledge of facts and circumstances giving rise to such breach, notwithstanding anything breach but failed to disclose such facts and circumstances to Seller prior to the contrary contained herein or any certificate delivered pursuant heretoClosing Date. (c) Notwithstanding anything Buyer shall not be liable to the contrary contained herein (unless actually awarded and paid on account Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of a Third Party Claim )all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, no Party in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable for any (ipursuant to Section 8.03(a) specialshall not exceed the Cap. Notwithstanding the foregoing, punitivethe limitations set forth in Section 8.04(a) and Section 8.04(c) shall not apply to Losses based upon, exemplaryarising out of, incidental, consequential with respect to or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value by reason of any businessinaccuracy in or breach of any representation or warranty in Section 4.01, damage Section 4.02, Section 4.08, Section 4.14, Section 4.16, Section 4.17, Section 5.01, Section 5.02 and Section 5.04. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profitsany materiality, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. (a) Notwithstanding Holder shall not sell, transfer, pledge, or ------------------- otherwise dispose of, or reduce Holder's interest in or risk relating to, any shares of Ascend Common Stock issued to Holder pursuant to the other provisions of this Article VII, in respect Merger or upon exercise of any indemnification by Seller Assumed Options until after such time as Ascend has published (within the meaning of SEC Accounting Series Release No. 135, as amended) financial results covering at least 30 days of combined operations of Ascend and StonyBrook. From and after the publication of such results, Holder may sell or Purchaser, otherwise dispose of the shares of Ascend Common Stock registered pursuant to Section 7.1 or Section 7.2this Agreement, respectively, subject to the following restrictions: (i) there will be no obligation to indemnify for Holder shall not offer, sell, exchange, pledge, transfer or otherwise dispose of or engage in any individual item where the Losses relating thereto is less than [***] Sale Equivalent Transaction with respect to, any of the Purchase Price (the “De Minimis Amount”) (provided, that shares of Ascend Common Stock issued or issuable upon exercise of Holder's Assumed Options unless at such Losses time such transaction shall be aggregated for purposes permitted pursuant to the provisions of this clause SEC Rule 145 under the Securities Act (iincluding any applicable limitations on the amount of Ascend Common Stock to be sold as set forth in Rule 145(d)(1) if they arise out and the provisions of Rule 144 referred to therein), or Holder shall have furnished to Ascend an opinion of counsel, satisfactory to Ascend, to the same mattereffect that no registration under the Securities Act would be required in connection with the proposed offer, factsale, circumstance exchange, pledge, transfer or eventother disposition or Sale Equivalent Transaction, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses Registration Statement under the following clause (ii); Securities Act covering the proposed offer, sale, exchange, pledge, transfer or other disposition or Sale Equivalent Transaction shall be effective under the Securities Act; (ii) where the Losses arising from such individual claim is equal to Holder shall not offer or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] sell any of the Purchase Price shares of Ascend Common Stock issued or issuable upon exercise of Holder's Assumed Options except during such periods as directors, officers and Affiliates of Ascend are permitted to purchase and sell Ascend Common Stock pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies of Ascend (the “Deductible”"Window Periods"), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and -------------- (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or during the Divesting Entity or Third Party Claims, will not exceed [***] effective period of the Purchase Price received by Seller. Registration Statement, Holder shall (bA) If, prior offer for sale under the Registration Statement only those shares of Ascend Common Stock which were issued to Holder upon exercise of the Assumed Options and are registered under the Registration Statement; (B) sell such shares in accordance with and subject to the Closingterms, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained conditions and covenants set forth in this Agreement and Purchaser proceeds in the Registration Statement; (C) to the extent required by applicable law, cause to be furnished to any purchaser of such shares, and to the broker-dealer, if any, through whom such shares may be offered, a copy of the final prospectus contained in the Registration Statement, as supplemented or amended through the date of the sale (the "Prospectus"); (D) not engage in ---------- any stabilization activity in connection with any Ascend securities other than as permitted under the ClosingExchange Act; and (E) not bid for or purchase any securities of Ascend or any rights to acquire Ascend securities, Purchaser or attempt to induce any person to purchase any Ascend securities (except for Holder's shares of Ascend Common Stock to be sold to such person by means of the Prospectus) or any rights to acquire Ascend securities other than as permitted under the Exchange Act. The restrictions set forth in subparagraph (ii) of this Section 4(b) shall be deemed cease without further action of the parties upon and in the event of the death of Holder, and Ascend shall amend the Registration Statement to have waived such breach the extent (if any) necessary to permit Holder's estate, personal representative(s), devisees and heirs, as the case may be, to resell Holder's remaining shares of Ascend Common Stock pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoRegistration Statement. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.

Certain Limitations. The liability of Seller or Buyer, as applicable, for claims under this Agreement shall be limited by the following: (a) Notwithstanding If the other provisions Closing shall not have occurred, recovery of this Article VII, in respect of any indemnification by Seller or Purchaser, Buyer pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses 11.1 shall be aggregated for purposes of this clause (i) if they arise out of the same matterlimited to actual out-of-pocket expenses and shall in no event include any special, factindirect, circumstance incidental or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerconsequential damages whatsoever. (b) Iftwo (2) years after the Closing Date, except for obligations in respect of payment of taxes and compliance with ERISA requirements which shall continue for their respective statutory periods following the Closing Date, and except for Seller's obligation to indemnify Buyer under Section 11.1(c) with respect to the claims made by the USEPA regarding the Florida Petroleum Reprocessors, Davie, Florida Site (the "Florida Petroleum Reprocessor Site") Seller shall have no further obligations under this Article 11 or this Agreement or otherwise, except for Damages in each case with respect to which the Buyer Indemnitee has given Seller written notice prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretodate. (c) Notwithstanding anything The amount of Damages otherwise recoverable under this Article 11 shall be reduced to the contrary contained herein (unless actually awarded and paid on account extent to which any Federal, state, local or foreign tax liabilities of a Third Party Claim )the Seller Indemnitee or Buyer Indemnitee, no Party as applicable, or any of their respective Affiliates is decreased by reason of any Damage in respect of which such Seller Indemnitee or Buyer Indemnitee, as applicable, shall be liable for entitled to indemnity under this Agreement. (d) No Damages shall be asserted by a Seller Indemnitee or Buyer Indemnitee with respect to any matter which is covered by insurance, to the extent proceeds of such insurance are paid. (e) Except in respect of the matters set forth in Sections 11.1 (c) and (d) and 11.2 (b) hereof, (i) special, punitive, exemplary, incidental, consequential no claim or indirect damages, (ii) lost profits claims shall be asserted by a Seller Indemnitee or lost business, loss Buyer Indemnitee pursuant to the provisions of enterprise value, diminution this Article 11 unless the amount of such Indemnitee's Damages equals at least $250,000 in value of any business, damage the aggregate and then only to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, the extent such Damages exceed $250,000 in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other fault.the aggregate; and

Certain Limitations. The Parties’ indemnification obligations under Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions of this Article VII, in respect of Neither Seller nor Buyer shall have any indemnification by Seller or Purchaser, pursuant to liability for monetary Losses arising under Section 7.1 8.02(a) or Section 7.28.03(a), respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating extent the aggregate amount of Losses under related thereto for which the following clause (ii); (ii) where the Losses arising from such individual claim is Seller or Buyer, as applicable, would otherwise be required to provide indemnification, exceeds an amount equal to Three Hundred Seventy-Five Million Dollars ($375,000,000). The aggregate Liability of Buyer, on the one hand, and Seller, on the other hand, for any Losses with respect to matters set forth in Section 8.02(b) and Section 8.03(b), respectively, shall not exceed an amount equal to the Purchase Price. (b) Neither Seller nor Buyer shall have any liability for monetary Losses under Section 8.02(a) or greater than the De Minimis Amount, Section 8.03(a) unless and until the aggregate amount of all such monetary Losses incurred by the Indemnified Party under Section 8.02(a) or Section 8.03(a) as applicable, for which Seller or Buyer, as applicable, would otherwise be required to provide indemnification exceeds [***] of the Purchase Price on a cumulative basis an amount equal to Twenty-Five Million Dollars (the “Deductible”$25,000,000), at which time point Seller or Buyer, as applicable, subject to the other provisions of this Section 8.04, shall indemnify the Buyer Indemnitees or the Seller Indemnitees, as applicable, for the full amount of all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoamount. (c) Notwithstanding anything Any and all indemnification payments required to be made by Seller pursuant to Section 8.02 shall be paid first from the Escrow Fund to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party extent available in accordance with the Escrow Agreement. Seller shall not be liable required to pay any Buyer Indemnitee for any indemnifiable Losses under Section 8.02 unless and until the Escrow Fund has been exhausted. The Escrow Agent shall distribute to Seller, subject to the terms and conditions of the Escrow Agreement, immediately following the Survival Period, the then remaining Escrow Amount in excess of the sum of any amounts with respect to (i) specialwhich Buyer is entitled to, punitivebut has not yet received, exemplaryindemnification, incidental, consequential pursuant to this Article VIII (plus the amount of any interest or indirect damagesincome earned on such amount), (ii) lost profits or lost business, loss any unresolved claims for indemnification as of enterprise value, diminution in value such date (plus the amount of any business, damage to reputation interest or loss of goodwill or income earned on such amount) and (iii) damages calculated based on a multiple of profits, revenue any amounts disputed but not yet resolved pursuant to Section 2.07 or any other financial metric, Section 2.08. Once all indemnification claims are resolved between the Parties in each case, whether based on contract, tort, strict liability, other Law or otherwiseaccordance with this Article VIII, and whether all disputes (if any) are resolved between the Parties in accordance Section 2.07 or not arising from Section 2.08, as applicable, all remaining amounts in the Escrow Fund, if any, shall be paid to Seller. (d) The amount of any other Party’s soleLosses for which indemnification is provided to an Indemnified Party under this Article VIII shall be net of any amounts actually recovered by such Indemnified Party under policies of insurance (less any costs and expenses of recovery thereof), joint or concurrent negligence, strict liability or other faultwith respect to such Losses. If and to the extent any insurance proceeds are actually received by any Indemnified Party after such Indemnified Party has recovered any Losses pursuant to this Article VIII such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such insurance proceeds to which the Indemnifying Party is entitled pursuant to the first sentence of this paragraph. (e) No Indemnified Party shall be entitled to be compensated more than once for the same Loss. (f) Each Indemnified Party shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by such Indemnified Party under this Agreement to the extent required by applicable Law.

Certain Limitations. (a) Notwithstanding Subject to the other following provisions of this Article VIISection 9.3 (a), in respect of Sellers shall not be obligated or required to make any indemnification by Seller payment, and Buyer Indemnified Parties shall not be entitled to present a claim, demand or Purchaser, to receive any indemnification payment pursuant to Section 7.1 ‎this Agreement or Section 7.2, respectively, pursuant to any of the other Transaction Agreements: (i) there will be no obligation with respect to indemnify for any individual specific item where the Losses relating thereto is of claim which represent a damage of less than [***] US$ 20,000 (De Minimis)until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Purchase Price Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together) exceeds a total amount equal to USD 250,000 (the “De Minimis Basket Amount”) (provided, that ). If the total amount of such Losses Damages reaches or exceeds the Basket Amount then the Buyer Indemnified Parties shall be aggregated entitled to be indemnified for purposes the entire amount of such Damages including the Basket Amount. Notwithstanding the foregoing, the limitations set forth in this clause Section 9.3 (ia) if they arise out do not apply in the case of the same matterfraud, fact, circumstance or eventintentional misrepresentation, or a series of substantially related matters, facts, circumstances willful or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellercriminal misconduct. (b) If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein or in the other Transaction Agreements, the maximum aggregate Liabilities of Sellers pursuant to this Agreement or in the other Transaction Agreements, shall in no event exceed an amount equal to 25% of the aggregate Purchase Price actually paid to Sellers hereunder. Notwithstanding the foregoing, the limitations set forth in this Section 9.3 (unless actually awarded and paid on account b) do not apply in the case of a Third Party Claim )fraud, no Party intentional misrepresentation, or willful or criminal misconduct. (c) Any amounts payable pursuant to the indemnification obligations hereunder, or (if any) in the other Transaction Agreements shall be liable paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement or the other Transaction Agreements for the same Damages. (d) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, except in the case fraud, intentional misrepresentation, or willful or criminal misconduct, Sellers and Buyers shall have no liability for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost loss of profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or anticipated savings; loss of goodwill or (iii) damages calculated based on a multiple injury to reputation; the loss of profits, revenue business opportunity; punitive or exemplary damages; or any other financial metricindirect, in each case, whether based on contract, tort, strict liability, other Law consequential or otherwise, and whether special loss or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultdamage.

Certain Limitations. (a) Notwithstanding Cedent shall not be obligated to indemnify and hold harmless the other provisions Reinsurer Indemnified Parties under Section 5(d)(ii)(y) of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, VIII (i) there will be no obligation with respect to indemnify for any individual item where the claim or claims based on substantially similar facts, events or circumstances, unless such claim or claims involve Indemnifiable Losses relating thereto is less than [***] in excess of the Purchase Price $50,000 (the “De Minimis Threshold Amount”) (provided, nor shall any claim that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do does not exceed the De Minimis Amount, then such Losses shall not Threshold Amount be applied to or considered for purposes of calculating the aggregate amount of Indemnifiable Losses for which Cedent is responsible under the following clause (ii) below); , and (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, unless and until the aggregate amount of (x) all such Indemnifiable Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price Reinsurer Indemnified Parties under such Section 5(d)(ii)(y) plus (y) all Indemnifiable Losses of the Reinsurer Indemnified Parties under Section 7.2(a)(i) of the Master Agreement exceeds $1,050,000 for all Indemnifiable Losses (the “Deductible”), at which time all point Cedent shall be liable to the Reinsurer Indemnified Parties for the value of such Losses claims under Section 5(d)(ii)(y) that is in excess of the Deductible will be Deductible, subject to indemnification hereunder; the limitations set forth in this section. The maximum aggregate liability of Cedent to the Reinsurer Indemnified Parties for any and (iiiall Indemnifiable Losses under Section 5(d)(ii)(y) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant shall be an amount equal to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller$25,000,000. (b) If, prior No Reinsurer Indemnified Person shall be entitled to indemnification with respect to any particular Indemnifiable Loss under Section 5(d)(ii) to the Closingextent the related damages, Purchaser has had knowledge losses, liabilities, obligations, costs, or expenses were included in the calculation of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement the Adjusted Initial Ceded Total Reserves (as defined and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach finally calculated pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant heretoMaster Agreement). (c) Notwithstanding anything to In the contrary contained herein (unless actually awarded and paid on account event a claim or any Action for indemnification under this Section 5 of a Third Party Claim )Article VIII has been finally determined, no Party the amount of such final determination shall be liable for any paid (i) specialif the indemnified party is a Reinsurer Indemnified Person, punitive, exemplary, incidental, consequential or indirect damagesby Cedent to the Reinsurer Indemnified Person and, (ii) lost profits or lost businessif the indemnified party is a Cedent Indemnified Person, loss of enterprise value, diminution in value of any business, damage by Reinsurer to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metricthe Cedent Indemnified Person, in each casecase on demand by wire transfer of immediately available funds to an account designated by Cedent or Reinsurer, as applicable. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Section 5 of Article VIII when the Parties have so determine by mutual agreement or, if disputed, when a final order, judgment, or decree of any Governmental Authority has been entered into with respect to such claim or action or an award is rendered by an arbitral tribunal. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event that any fact, event, or circumstance that results in an adjustment under Section 2.4 of the Master Agreement would also constitute a breach of or inaccuracy in any of Cedent’s representations or warranties made in Section 5(a) of this Article VIII of this Agreement, Cedent shall have no obligation to indemnify any Reinsurer Indemnified Person with respect to such breach or inaccuracy to the extent such indemnification would result in a duplicate recovery. (e) Reinsurer acknowledges and agrees that, except with respect to causes of action arising out from actual fraud, its sole and exclusive remedy at law or equity with respect to the matters subject to indemnification pursuant to Section 5(d)(ii) of this Article VIII, regardless of the legal theory under which the relevant liability or obligation may be sought to be imposed, whether based on contract, sounding in contract or in tort, strict liabilitywhether at law or in equity, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultshall be pursuant to the provisions set forth in this Article VIII.

Certain Limitations. The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) Notwithstanding the other provisions Except with respect to claims for inaccuracies or breaches of this Article VIIFundamental Representations (for which no such limitation shall apply), in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied liable to or considered the Buyer Indemnitees for purposes of calculating the aggregate amount of Losses indemnification under the following clause (ii); (iiSection 6.02(a) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party in respect of indemnification under Section 6.02(a) exceeds [***] of the Purchase Price $65,000 (the “DeductibleBasket”), at in which time event Seller shall be required to pay or be liable for all such Losses in excess from the first dollar, without consideration of the Deductible will Basket. Except with respect to claims for inaccuracies or breaches of Fundamental Representations, the aggregate amount of all Losses for which Seller shall be subject liable pursuant to indemnification hereunder; and Section 6.02(a) shall not exceed $1,300,000 (iii) the “Cap”). Seller’s or Purchaser’s ’ maximum aggregate Liability liability to the Buyer Indemnitees for indemnification pursuant to this Article VII, unless arising in connection with Fraud under Section 6.02(a) for inaccuracies or breaches of Seller or the Divesting Entity or Third Party Claims, will Fundamental Representations shall not exceed [***] of the Purchase Price received by SellerPrice. (b) IfExcept with respect to claims for inaccuracies or breaches of Fundamental Representations (for which no such limitation shall apply), prior Buyer shall not be liable to the ClosingSeller Indemnitees for indemnification under Section 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.03(a) exceeds the Basket, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser which event Buyer shall be deemed required to have waived pay or be liable for all such breach Losses from the first dollar, without consideration of the Basket. Except with respect to claims for inaccuracies or breaches of Fundamental Representations, the aggregate amount of all Losses for which Seller shall be liable pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything Section 6.03(a) shall not exceed the Cap. Buyer’s maximum aggregate liability to the contrary contained herein Seller Indemnitees for indemnification under Section 6.03(a) for inaccuracies or any certificate delivered pursuant heretobreaches of Fundamental Representations shall not exceed the Purchase Price. (c) Notwithstanding anything to the contrary contained herein foregoing, the limitations set forth in Section 6.04(a) and Section 6.04(b) shall not apply in any case of fraud. (unless actually awarded and paid on account d) For purposes of a Third Party Claim Section 6.02(a), no Party any inaccuracy in or breach of any representation or warranty, and any Losses resulting therefrom, shall be liable for determined without regard to any (i) specialmateriality, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any other financial metric, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability Material Adverse Effect or other faultsimilar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The liability of Sellers or Buyers, as applicable, for claims under this Agreement shall be limited by the following: (a) Notwithstanding the other provisions of this Article VIIDamages shall in no event include any special, in respect of any indemnification by Seller or Purchaserindirect, pursuant to Section 7.1 or Section 7.2punitive, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or eventincidental, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Sellerconsequential damages whatsoever. (b) IfThe parties mutually agree, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VIIfor tax purposes, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to treat Damages recovered hereunder as an adjustment of the contrary contained herein or any certificate delivered pursuant heretoPurchase Price. (c) Notwithstanding anything The amount of Damages otherwise recoverable under this Article 6 shall be reduced to the contrary contained herein extent to which any federal, state, local, or foreign tax liabilities of Seller Indemnitee or Buyer Indemnitee, as applicable, or any of their respective Affiliates is decreased by reason of any Damage in respect of which such Seller Indemnitee or Buyer Indemnitee, as applicable, shall be entitled to indemnity under this Agreement. (d) No claim or claims shall be asserted by a Buyer Indemnitee against either Seller or both of them pursuant to the provisions of this Article 6 unless actually awarded and paid on account until the amount of such indemnitee's Damages exceeds U.S. $100,000 (One Hundred Thousand U.S. Dollars) in the aggregate against either Seller or both of them, whereupon such Buyer Indemnitee shall be entitled to assert one or more claims hereunder for the full amount of its Damages as to which such claim or claims are asserted, without deduction of any amount therefrom. The limitation set forth in this Section 6.4(d) shall not apply to any claim for Damages arising out of a Third Party Claim ), no Party breach of the representations and warranties set forth in Sections 2.1.5 and 2.2.5 of this Agreement. (e) The aggregate amount of Damages recoverable pursuant to the provisions of Section 6.1.1 of this Article 6 by all Buyer Indemnitees against Arcadia II shall be liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss limited to the Purchase Price. The aggregate amount of enterprise value, diminution in value Damages recoverable pursuant to the provisions of any business, damage Section 6.1.2 of this Article 6 by all Buyer Indemnitees against Arcadia III shall be limited to reputation or loss the portion of goodwill or (iii) damages calculated based on a multiple the Purchase Price paid to Arcadia III. For the avoidance of profits, revenue or any other financial metricdoubt, in each case, whether based on contract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s sole, joint or concurrent negligence, strict liability or other faultno event may the aggregate amount of Damages recoverable pursuant to this Agreement by all Buyer Indemnitees against the Sellers be greater than the Purchase Price.

Certain Limitations. Notwithstanding anything in this Agreement to the contrary, (a) Notwithstanding the other provisions of this Article VII, in respect of any indemnification by neither Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will shall be no obligation required to indemnify for or otherwise be liable to Buyer with respect to any individual item where claim arising from the Losses relating thereto is less than [***] failure of Sellers to obtain any Consent if the Purchase Price (obtaining of such Consent was not a condition precedent to the “De Minimis Amount”) (provided, obligations of Buyer set forth in this Agreement or the condition that such Losses shall Consent be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred obtained was waived by the Indemnified Party exceeds [***] of the Purchase Price (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller.Buyer; (b) Ifneither Seller shall be required to indemnify or otherwise be liable to Buyer for any breach of a representation or warranty, prior or for the breach of any covenant contained in Section 5 of this Agreement, except to the Closingextent the losses, Purchaser has had knowledge obligations, liabilities, costs, and expenses of any breach Buyer arising from all such breaches by Seller both Sellers exceed in the aggregate One Hundred Thousand Dollars; it being understood that this limitation applies only to indemnification for breaches of any representation, warranty, covenant or agreement representations and warranties and breaches of covenants contained in this Agreement Section 5 and Purchaser proceeds with does not apply to other indemnification rights, including the Closingright to indemnification for Excluded Liabilities, Purchaser shall be deemed or to have waived such breach claims relating to the adjustments and prorations pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto.Section 2.3(a); (c) Notwithstanding anything Buyer shall not be required to indemnify or otherwise be liable to any Seller for any breach of a representation or warranty, except to the contrary contained herein extent the losses, obligations, liabilities, costs, and expenses of both Sellers arising from all such breaches by Buyer exceed in the aggregate One Hundred Thousand Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and does not apply to other indemnification rights or to claims relating to the adjustments and prorations pursuant to Section 2.3(a); (unless actually awarded and paid on account d) no party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a Third Party Claim representation or warranty, or for the breach of any covenant contained in Section 5 of this Agreement, unless notice of the claim is given within twelve months after the Closing Date; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the right to indemnification for Excluded Liabilities, or to claims relating to the adjustments and prorations pursuant to Section 2.3(a), no Party ; (e) neither Seller shall be required to indemnify or otherwise be liable to Buyer for any (i) specialbreach of a representation or warranty, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value for the breach of any businesscovenant contained in Section 5 of this Agreement, damage to reputation or loss of goodwill or (iii) damages calculated based on a multiple of profitsthe extent the losses, revenue or any other financial metricobligations, in each caseliabilities, whether based on contract, tort, strict liability, other Law or otherwisecosts, and whether or not expenses of Buyer arising from all such breaches by all Sellers exceed in the aggregate Ten Million Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the right to indemnification for Excluded Liabilities, or to claims relating to the adjustments and prorations pursuant to Section 2.3(a); and (f) Buyer shall not be required to indemnify or otherwise be liable to any Seller for any breach of a representation or warranty to the extent the losses, obligations, liabilities, costs, and expenses of all Sellers arising from all such breaches by Buyer exceed in the aggregate Ten Million Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and does not apply to other Party’s sole, joint indemnification rights or concurrent negligence, strict liability or other faultto claims relating to the adjustments and prorations pursuant to Section 2.3(a).