Common use of Certain Limitations Clause in Contracts

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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “"Indemnified Party,” ", and the Party party against whom such claims are asserted under this Article VII VIII is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) 8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $10,000 (the “"Deductible”"), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, 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 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies for any Losses that any Indemnified Party asserts while seeking indemnification under this Article VIIAgreement. (d) Anything In no event shall any Indemnifying Party be liable to the contrary in this Agreement notwithstanding, (i) neither Seller shall have any right to seek contribution from Indemnified Party for 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)punitive damages. (e) The representations, warranties, covenants and agreements made herein, together with In determining any indemnification obligation or Losses resulting from 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 of any such representation, representation or warranty, covenant all references to "materiality" or agreement by another Party notwithstanding whether any employee, representative "Material Adverse Effect" in the subject representation or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement warranty shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyignored.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VI is referred to as the “Indemnified Party,” and the Party party against whom such claims are asserted under this Article VII ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 7.2 6.02(a) and Section 7.3 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a6.02(a) or Section 7.3(a6.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a6.02(a) or Section 7.3(a6.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $35,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a6.02(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations6.03(a), as applicable the case may be, the Indemnifying Party shall not be liable for any individual or breach series of any covenants or agreementsrelated Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or 6.02(a)or Section 7.3(a) 6.03(a), as the case may be, 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%) 7% 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 6.02(a) or Section 7.3 6.03(a) in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnifying Party pursuant to the contrary Section 6.02(a) or Section 6.03(a) 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial or indirect damages, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andincluding loss of future revenue or income, accordingly, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this ARTICLE VI for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.01(a) or Section 7.3(a8.02(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.01(a) or Section 7.3(a) 8.02(a), as the case may be, exceeds an amount equal to two percent (2%) of the Closing Payment $100,000 (the “DeductibleBasket”), at in which time event the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) to the Indemnified Party for Losses in excess of relating back to the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsfirst dollar. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable as an Indemnifying Party pursuant to Section 7.2(a8.01(a) or Section 7.3(a) 8.02(a), as the case may be, shall not exceed an amount equal $750,000 (the “Cap”). Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to fifty percent (50%) any Losses as a result of the Closing Payment; provided, however, that intentional misconduct or fraud of the any Party or a breach of a Fundamental Representation (xas defined below). (c) the aggregate amount for all Losses for which In no event shall any Indemnifying Party shall be liable pursuant to Section 7.2(aany Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except as a result of the Indemnifying Party’s intentional misconduct or fraud. (d) Seller shall not be liable under this Article VIII for any Losses based upon or Section 7.3(a) as the case may be, with respect to arising out of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to 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 agreementsClosing. (ce) Payments by an Indemnifying Party pursuant to Section 7.2 8.01 or Section 7.3 8.02, as the case may be, in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 Company) in respect of which the indemnification claim under Section 7.2 or Section 7.3 was madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses that any Indemnified Party asserts recover under this Article VII. (d) Anything to the contrary in this Agreement notwithstandinginsurance policies or indemnity, (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 similar agreements for any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure ScheduleLosses. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, 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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable incurring costs only to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference minimum extent necessary to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from remedy the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating breach that gives rise to this Agreement or the transactions contemplated herebysuch Loss.

Certain Limitations. (a) Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses (i) under this Agreement pursuant to Section 8.1(a)(i) in excess of $5,500,000 (the “Cap”) or (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, Purchaser shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) under this Agreement pursuant to Section 8.1(b)(i) in excess of the Cap; provided, however, that the limitations set forth in clause (i) 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 Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 8.1(a)(i), unless and until the aggregate Purchaser Losses subject to such indemnification collectively exceed $550,000 (the “Deductible”), 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 shall not apply to any breaches of any Fundamental Representation. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties under this Agreement pursuant to Section 8.1(b)(i), unless and until the aggregate Seller Losses subject to such indemnification collectively exceed the Deductible, whereupon such indemnification shall be made by Purchaser only with respect to the amount of such Seller Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representations. (c) The Buyer 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 Seller Indemnified Party making a claim under this Article VII is referred to as the “Purchaser 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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, to be indemnified (ieach, an “Indemnified Party”) until shall have, before the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) expiration of the Closing Payment applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim, to the extent known by the Indemnified Party) to the indemnifying Party hereunder (the “DeductibleIndemnifying Party”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Each Person entitled to 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 hereunder shall, subject to the terms and conditions of this Agreementextent as would be required under applicable Law, be entitled take all reasonable steps to the indemnification or other remedies provided in this Agreement by reason mitigate all Losses after becoming aware of any breach of event that could reasonably be expected to give rise to any such representation, warranty, covenant Losses which are indemnifiable or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole recoverable hereunder or in part, at the 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 (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 offconnection herewith. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “Indemnified Party,” and the Party party against whom such claims are claim is asserted under this Article VII VIII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 8.2, Section 8.3 and Section 7.3 shall be 8.4 are subject to the following these limitations: (aA) The the Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 7.2(a8.2(A), Section 8.3(A) or Section 7.3(a8.4(A), as the case may be, (i) until the aggregate amount of all Losses for which indemnification is sought under otherwise indemnified against in Section 7.2(a) 8.2(A), Section 8.3(A), or Section 7.3(a8.4(A) exceeds an amount equal to two percent (2%) of the Closing Payment Six Hundred Thousand Dollars $600,000.00 (the “Deductible”), at in which time event the Indemnifying Party shall is required only to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding The Indemnifying Party will not be liable to the foregoing, the Deductible shall not apply to any claim Indemnified Party for indemnification under Section 7.2(a8.2(A), Section 8.3(A) or Section 7.3(a8.4(A) with respect for any individual or series of related Losses that do not exceed $15,000 (the “De Minimis”), no such Losses will be indemnified under Section 8.2(A), Section 8.3(A) or Section 8.4(A) or counted toward the Deductible. (B) Notwithstanding anything to fraudthe contrary set forth herein, intentional misrepresentation Buyer’s sole recourse against the Indemnifying Members hereunder 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 willful misconduct, and to from any inaccuracy in or breach of any representation Company Fundamental Representation or warranty contained in the Seller Fundamental Representations Representation, shall be 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 the Buyer Fundamental Representations, as applicable from any inaccuracy in or breach of any covenants Company Fundamental Representation or agreementsSeller Fundamental Representation, under the R&W Insurance Policy, subject to the terms and conditions of the R&W Insurance Policy. For the avoidance of doubt, all Losses based on, arising out of, regarding or 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 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. (bC) 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 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 the Escrow Agreement. (D) The aggregate amount of all Losses for which an Indemnifying Party shall be is liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, 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 under this Agreement shall be limited to the net amount Purchase Price. (E) Each Indemnified Party must take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss on learning of any Losses that remains after deducting therefrom any event or circumstance reasonably expected to, or causing a Loss, including by using commercially reasonable efforts to recover under insurance proceeds (net of any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation policies 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 agreements, provided, that such efforts shall not require an Indemnified Party to commence litigation against an insurance provider 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 third party. (F) No Losses may be claimed under Section 7.2 8.2 or Section 7.3 was made. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses that 8.3 by any Indemnified Party asserts under this Article VII. (d) Anything to the contrary extent such Losses are included 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 the calculation 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 adjustment 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 Purchase Price under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby2.3.

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 afforded by this ‎ARTICLE X shall be subject to the following limitations: (a) The Indemnifying With respect to indemnification by the Company pursuant to ‎Section 10.1(a), 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 be liable exceed an amount (the “Company Indemnification Cap”) equal to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the Hard Cap and the amount of all of the other Obligations owed by the Company Parties to the Investor under this Agreement and the other Transaction Documents (other than the indemnification amounts payable under ‎Section 10.1(a)) as of the date of determination, minus (ii) the aggregate amount of all Losses 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 Closing Payment payments collected or received by the Investor (and any direct or indirect transferee of the “Deductible”Investor to whom any interest in the Revenue Interests is transferred) hereunder as of such date of determination (other than (A) any payments collected or received as a reimbursement of expenses incurred by any Investor Indemnified Party (including attorney’s fees) and (B) any indemnification payments collected or received pursuant to ‎Section 10.1(a)), at which time minus (iii) the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) aggregate amount collected or Section 7.3(a) for Losses in excess received by the Investor (and any direct or indirect transferee of the DeductibleInvestor to whom any interest in the Revenue Interests is transferred) pursuant to 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 a Third Party Claim. Notwithstanding the foregoing, the Deductible Company Indemnification Cap shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Loss suffered by any Investor Indemnified Party in connection with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsa Third Party Claim. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable With respect to indemnification by the Investor pursuant to Section 7.2(a) or Section 7.3(a) as ‎Section 10.2, the case may be, Investor’s maximum liability shall not exceed an amount equal to fifty percent the excess (50%if any) of the Closing Payment; provided, however, that (xi) the aggregate amount for of 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 payments collected or received by the Investor from the Company prior to the date of determination (yexcluding any amounts collected or received as a reimbursement of expenses incurred by the Investor or any indemnification amounts collected or received in connection with a Third Party Claim) such limitation shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or over (ii) for breach of any covenants or agreementsthe Investment Amount. (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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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. 15.3.1 Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 anything to the contrary in this Agreement notwithstandingArticle 15 or elsewhere in this Agreement, neither party will have any obligation with respect to Liabilities as a result of breaches of representations or warranties hereunder unless (i) neither Seller the aggregate amount of such Liabilities as a result of breaches of representations or warranties hereunder exceeds or is reasonably expected to exceed $5,000,000, in which case only the excess shall be subject to indemnification under this Article 15 and (ii) written notice of such Liability, in reasonable detail, is delivered to the other party within eighteen months of the Closing. 15.3.2 In determining the threshold amount identified above, and once the threshold is exceeded, no party shall have any right obligation for any individual claim amounting to seek contribution from any Acquired Company less than $100,000. 15.3.3 Seller's aggregate liability for indemnification with respect to all or claims under Section 15.1.2 shall not exceed $50,000,000. 15.3.4 Except for any part action seeking specific performance and/or injunctive relief for the breach of any of such Seller’s covenant contained in this Agreement, the indemnification obligations under provided an Indemnitee pursuant to this Article VII, and (ii) 15 shall be such Indemnitee's sole remedy for any breach by the exclusive purpose Indemnitor 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 contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection with this Agreement, or any claim relating to the subject matter of indemnity hereunder such representations, warranties or covenants, or otherwise in connection with the consummation of the transactions provided for hereby. 15.3.5 IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, EXCEPT TO THE EXTENT ASSERTED BY ANY THIRD PARTY. 15.3.6 Neither party (the "DISCLOSING PARTY") shall have any liability to the other party (the "RECEIVING Party") for any breach of representation or warranty set forth in each case be disregarded this Agreement, including all agreements and without effect (as documents incorporated herein by reference, if such standard or qualification were deleted from the Receiving Party knew on the Closing Date that such representation or warranty). warranty was incorrect, incomplete or otherwise breached (ea "PUTATIVE BREACH") 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 had not disclosed such Putative Breach to the terms and conditions of this Agreement, be entitled Disclosing Party in writing prior to the indemnification or other remedies provided in this Agreement by reason of any Closing Date. No such Putative Breach shall be deemed to be a breach of any such representation, warranty, covenant representation or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified warranty by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under Disclosing Party. For the purposes of this Article VII may be accomplished in whole or in partSection 15.3.6, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement party's knowledge shall be liable deemed to the other Party for specialbe Seller's Knowledge or Purchaser's Special Knowledge, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyas applicable.

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 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 8.5(c), the Company shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i8.2(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a8.2(a) exceeds an amount equal to two percent (2%) of the Closing Payment $50,000 (the “DeductibleBasket”), at in which time event the Indemnifying Party Company shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for all such Losses in excess of the DeductibleBasket. Subject to Section 8.5(c), the aggregate amount of all Losses for which the Company shall be liable pursuant to Section 8.2(a) shall not exceed fifteen percent (15%) of the aggregate amount of the consideration paid pursuant to Section 2.2 (the “Cap”). (b) Subject to Section 8.5(c), Buyer shall not be liable to the Company Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket. Subject to Section 8.5(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the Deductible limitations set forth in Section 8.5(a) and Section 8.5(b) shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Losses based upon, arising out of, with respect to fraud, intentional misrepresentation or willful misconduct, and to by reason of (i) any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, 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 Representation or (ii) for breach of intentional breach, intentional misrepresentation, criminal misconduct, or fraud by 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 VIIParty. (d) Anything to In determining 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 VIIexistence of, and (ii) for the exclusive purpose of determining the amount of the any Losses resulting from a arising from, any inaccuracy or breach or inaccuracy of a representationrepresentation or warranty herein, warranty, or covenant of either Buyer or either Seller, any the terms “materialitymaterial” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect” qualifiers or words of any similar import contained terms, clauses or phrases in any such representation or warranty shall be disregarded (as if such word or clause, as applicable, were deleted from 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 warrantycovenant). (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as (the “Indemnified Party,” ”), and the Party party against whom such claims are asserted under this Article VII VIII is referred to as (the “Indemnifying Party”). The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment Threshold Amount (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a8.02(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations8.03(a), as applicable the case may be, the Indemnifying Party shall not be liable for any individual or breach series of any covenants or agreementsrelated Losses which do not exceed the Minimum Claim Amount (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, shall not exceed an amount equal to fifty fifteen 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 (10015%) 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 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnifying Party pursuant to the contrary Section 8.02 or Section 8.03 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial or indirect damages, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andincluding loss of future revenue or income, accordingly, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this Article VIII for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII Section 7 is referred to as the “Indemnified Party,” and the Party party against whom such claims are asserted under this Article VII Section 7 is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 and Section 7.3 shall be are subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the Indemnified Party Purchaser Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) in respect of the Closing Payment (the “Deductible”), at which time the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses exceeds $200,000 (the “Basket”), in excess of which event the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party Sellers shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing Paymentfor all Losses; provided, however, that no individual basis of a claim for Losses of less than $5,000 shall be included in, or otherwise aggregated in the calculation of Losses for the purposes of the Basket; provided further, that for the avoidance of doubt, multiple claims that share a similar or common basis shall be not be subject to the foregoing exclusion. Notwithstanding any provision of this Agreement to the contrary, none of the limitations set forth in this Section 7.4(a), including but not limited to the Basket, shall apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (xb) Purchaser shall not be liable to Seller Indemnitees for indemnification under Section 7.3(a) until the aggregate amount for of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket; provided that, the Basket shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (c) The aggregate amount of 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 in the aggregate, an amount equal to one hundred twelve percent (10012%) of the Purchase PricePrice plus any Earn-out Payment(s) (the “Cap”); provided that the Cap shall not apply to breaches of Fundamental Representations, and (yFraud or intentional misrepresentation. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(b), Section 7.2(c), Section 7.2(d) or Section 7.3(b) shall be limited to the aggregate amount of the Purchase Price plus any Earn-out Payment(s) received by the Sellers; provided, however, such limitation shall not apply to any claim (i) hereunder with respect to fraudinstances of Fraud, intentional misrepresentation misrepresentation, or willful misconduct or (ii) for breach of any covenants or agreementsmisconduct. (cd) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in this Agreement, as the case may be. (e) No Indemnified Party may claim or be indemnified for any Losses under this Section 7 to the extent such Losses are included in the calculation of any adjustment to the Purchase Price under Section 1.3. (f) Each Indemnified Party shall take reasonable steps to mitigate any Losses after acquiring actual knowledge of any breach that gives rise to such Losses. (g) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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, third party indemnity or contribution or other similar payment (net of any costs or expenses) payments 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 such Losses less any deductibles, costs and expenses incurred in connection with making any 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 pursuing or obtaining such insurance proceeds or third party indemnity or contribution payments, and related increases in insurance premiums or other chargebacks; notwithstanding anything to the contrary in this Agreement notwithstandingherein, (i) neither Seller shall have no Indemnified Party has any right obligation to seek to recover any insurance proceeds or third party indemnity or contribution from payments or to pursue or obtain any Acquired Company with respect to all insurance claims 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 third party indemnity 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)contribution payments. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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) The Indemnifying Party shall not be liable Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Seller and the Other Sellers to all Purchaser Indemnified Party Parties taken together for indemnification all Purchaser Losses under Section 7.2(a9.1(a)(i) or Section 7.3(a)by Purchaser Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as the case may be, (i) until the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal adjusted pursuant to two percent (2%) of the Closing Payment (the “Deductible”), at which time 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 Deductiblethis Agreement. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation (i) the breach or willful misconductalleged 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 intentional or criminal misconduct or gross negligence by Seller or any Other Seller, in each case, such indemnification limit will not apply, but such indemnification shall be limited to any inaccuracy in or breach 100% of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental RepresentationsPurchase Price, as applicable or breach of any covenants or agreementsadjusted pursuant to this Agreement. (b) The Notwithstanding anything contained herein to the contrary, the maximum aggregate amount liability of Purchaser to all Seller Indemnified Parties taken together for all Seller Losses for which an Indemnifying Party under Section 9.1(b)(i) by Seller Indemnified Parties shall be liable 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 shall not be obligated to make any 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 7.2(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing Payment9.2(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 (xstating in reasonable detail the basis of such claim) to the aggregate amount for all Losses for which 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 Indemnifying Party shall be liable pursuant to Section 7.2(a) investigation, notice or Section 7.3(a) as knowledge acquired by Purchaser, its counsel or its other representatives at any time, whether before or after the case may bedate of this Agreement, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 accuracy or inaccuracy of a representation, warranty, or covenant of either Buyer compliance or either Seller, noncompliance with 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent other obligation of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure ScheduleSeller. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying No Seller Party shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a8.02(a), as the case may beother than with respect to Specified Representations, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a) 8.02(a), other than with respect to Specified Representations, exceeds an amount equal to two percent (2%) of the Closing Payment $150,000 (the “DeductibleBasket”), at in which time event the Indemnifying Party Seller Parties shall only be required to pay or be liable for the total amount of all such Losses. The aggregate amount of all Losses for which the Seller Parties shall be liable pursuant to Section 8.02(a), other than with respect to Specified Representations, shall not exceed $7,500,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.2(a) 8.03(a), other than with respect to Specified Representations, until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a), other than with respect to Specified Representations, exceeds the Basket, in which event Buyer shall be required to pay or Section 7.3(a) be liable for all such Losses in excess of the DeductibleBasket. Notwithstanding the foregoingThe aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a), the Deductible other than with respect to Specified Representations, shall not apply exceed the Cap. (c) With respect to any claim for indemnification under Section 7.2(athis Agreement, the Buyer must first proceed against the Escrow Fund (and, if such claim relates to the ownership of the Owned Real Property, then against the Title Policy), to the extent available, prior to proceeding directly against any Seller Party. (d) The amount of any and all Losses under this ARTICLE VIII shall be determined net of any insurance or Section 7.3(aother recoveries actually received or recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (e) with respect to fraud, intentional misrepresentation or willful misconduct, and to Solely for purposes of determining the amount of Losses under this ARTICLE VIII arising from any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable (but not for determining whether any such inaccuracy or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party has occurred), the representations and warranties in this Agreement shall be liable pursuant deemed to Section 7.2(a) or Section 7.3(a) as the case may bebe made without any materiality, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Material Adverse Effect 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 qualification contained in such representation, warranty or covenant giving rise otherwise applicable 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VIII is referred to as the “Indemnified PartyIndemnitee,” and the Party party against whom such claims are asserted under this Article VII ARTICLE VIII is referred to as the “Indemnifying Party”. Indemnitor.” The indemnification provided for in Section 7.2 8.1 and Section 7.3 8.2 shall be subject to the following limitations: (a) The Indemnifying Party Indemnitor shall not be liable to the Indemnified Party Indemnitee for indemnification under Section 7.2(a) or 8.1 and Section 7.3(a)8.2, as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or 8.1 and Section 7.3(a) 8.2 exceeds an amount equal to two one percent (21%) of the Closing Payment Purchase Price (the “Deductible”), at in which time event the Indemnifying Party Indemnitor shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnitee may be entitled to indemnification under Section 7.2(a) or 8.1 and Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations8.2, as applicable the case may be, the Indemnitor shall not be liable for any individual or breach series of any covenants or agreementsrelated Losses which do not exceed $1,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Indemnitor shall be liable pursuant to Section 7.2(a) or 8.1 and Section 7.3(a) 8.2 as the case may be, shall not exceed an amount equal to fifty percent Ten 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 (10010%) 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 Indemnitor pursuant to Section 7.2 or 8.1 and Section 7.3 8.2 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be received by the Indemnified Party Indemnitee (or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter Company) in respect of which the indemnification claim under Section 7.2 or Section 7.3 was madeany such claim. Each Indemnified Party The Indemnitee shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnitor pursuant to the contrary Section 8.1 and Section 8.2 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnitee. (e) The representationsIn no event shall any Indemnitor be liable to any Indemnitee for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andor indirect damages, accordinglyincluding loss of future revenue or income, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in partEach Indemnitee shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this ARTICLE VIII for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

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 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Licensor shall not be liable to the Indemnified Party Licensee Indemnitees for indemnification under pursuant to Section 7.2(a) or Section 7.3(a), as the case may be, (i7.02(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under pursuant to Section 7.2(a) or Section 7.3(a7.02(a) exceeds an amount equal to two percent (2%) of the Closing Payment $275,000 (the “DeductibleBasket”), at in which time the Indemnifying Party event Licensor shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for all indemnifiable Losses in excess of the Deductible. Basket in accordance with the limitations set forth in this Section 7.04 and subject to Section 7.06(b). (b) Licensee shall not be liable to the Licensor Indemnitees for indemnification pursuant to Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification pursuant to Section 7.03(a) exceeds the Basket, in which event Licensee shall be required to pay or be liable for all Losses in excess of the Basket. (c) Notwithstanding the foregoing, the Deductible limitations set forth in Section 7.04(a) and Section 7.04(b) shall not (i) 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 (ii) affect or otherwise limit any claim made or available under the R&W Insurance Policy. (d) Notwithstanding anything herein to the contrary, in no event shall Licensor be liable for indemnification under Losses pursuant to Section 7.2(a7.02(a) or Section 7.3(a7.02(b) in excess of the Base License Consideration in the aggregate, and in no event shall Licensee be liable for Losses pursuant to Section 7.03(a) or Section 7.03(b) in excess of the Base License Consideration in the aggregate. (e) Notwithstanding anything herein to the contrary, except with respect to fraudany inaccuracy in or breach of any of the Fundamental Representations, intentional misrepresentation Licensor shall not be liable to Licensee Indemnitees for indemnification pursuant to Section 7.02(a) for any amount in excess of $137,000. (f) For purposes of this ARTICLE VII (including (i) for purposes of determining the existence of any inaccuracy in, or willful misconductbreach of, any representation or warranty, and to (ii) 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 the Seller Fundamental Representations or the Buyer Fundamental Representations, as otherwise applicable to such representation or breach of any covenants or agreements. (b) The 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, shall not exceed an amount equal to fifty percent (50%) of the Closing Paymentwarranty; provided, however, that (x) the aggregate amount for all Losses for term “Material Adverse Effect” shall not be disregarded in Section 4(e)(i) (Absence of Certain Changes, Events and Conditions) of Exhibit B; (y) the phrase “and which are not, individually or in the aggregate, material in amount” shall not be disregarded when used in Section 6(d) of Exhibit B; and (z) the word “material” shall not be disregarded when used in the definition of any Indemnifying Party defined terms in this Agreement containing the word “material”, or when used in any defined terms in this Agreement. (g) Notwithstanding anything herein to the contrary, Licensor shall not be liable to Licensee Indemnitees for indemnification pursuant to Section 7.2(a7.02(b) or and Licensee shall not be liable to Licensor Indemnitees for indemnification pursuant to Section 7.3(a) as the case may be7.03(b), in each case, with respect to any inaccuracy in breach or breach non-fulfillment of any representation covenant, agreement or warranty contained obligation to be performed pursuant to the Support Services Agreement, in an amount that exceeds in the Seller Fundamental Representations or aggregate the Buyer Fundamental Representationstotal consideration paid by Licensee to Licensor thereunder, including $[●] that was paid in Licensee Shares as applicable, shall not exceed any amount equal to one hundred percent (100%) part 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 agreementsBase License Consideration. (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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII IX is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII IX is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 9.02 and Section 7.3 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a9.02(a) or Section 7.3(a9.03(a), as the case may be, (i) until the aggregate amount of all Losses for which Damages in respect of indemnification is sought under Section 7.2(a9.02(a) or Section 7.3(a9.03(a) exceeds an amount equal to two percent (2%) 1% of the Cash Closing Payment (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses Damages in excess of the Deductible. Notwithstanding ; provided, that the foregoing, foregoing limitation as to the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Damages based upon, arising out of, with respect to fraud, intentional misrepresentation or willful misconduct, and to by reason of any inaccuracy in or breach of any representation Fundamental Representation or warranty contained any representations and warranties in the Seller Fundamental Representations case of fraud or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementswillful misconduct. (b) The aggregate amount of all Losses Damages for which an Indemnifying Party shall be liable pursuant to Section 7.2(a9.02(a) or Section 7.3(a) 9.03(a), as the case may be, shall not exceed an amount equal to fifty percent $1,500,000.00 (50%) of the Closing Payment; “Cap”), provided, howeverthat the foregoing limitation shall not apply to Damages based upon, 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 bearising out of, with respect to or by reason of any inaccuracy in or breach of any representation of Fundamental Representation or warranty contained any representations and warranties in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal to one hundred percent (100%) case of the Purchase Price, and (y) such limitation shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation fraud or willful misconduct or (ii) for breach of any covenants or agreementsmisconduct. (c) Payments by an Indemnifying Party pursuant to Section 7.2 9.02 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds Section (net of any costs of collection, 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 Lossesd) 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 take, and cause its Affiliates to take, all reasonable efforts steps 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 Loss upon becoming aware 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 event or inaccuracy of a representation, warrantycircumstance that would be reasonably expected to, or covenant of either Buyer or either Sellerdoes, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation, warranty or covenant giving give 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)thereto. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 8.04(f) below, Buyer Indemnitees shall not be liable indemnified pursuant to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until 8.02 with respect to any indemnifiable Loss if the aggregate amount of all payments from Sellers Parties for Losses for which indemnification is sought under Buyer Indemnitees are indemnified pursuant to Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) of 8.02 has exceeded the Closing Payment (Purchase Price. Notwithstanding the “Deductible”)foregoing, at which time the Indemnifying Party Buyer Indemnitees shall only be liable indemnified for indemnification under Section 7.2(a) or Section 7.3(a) for all indemnifiable Losses in excess of the DeductiblePurchase 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 aggregate 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, Seller Indemnitees shall be indemnified for all indemnifiable Losses in excess of the Deductible shall not apply to any claim for indemnification under Section 7.2(aPurchase 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) or Section 7.3(a) For purposes of this Article VIII, and other than with respect to fraudthe representations and warranties set forth in Section 3.06, intentional misrepresentation or willful misconductSection 3.08(a), Section 3.09(a)(xiii), Section 3.10(a), and to 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 the Seller Fundamental Representations or the Buyer Fundamental Representationsotherwise applicable to such representation or warranty. For all purposes of this Agreement, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party “Losses” shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) net 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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) recoveries actually received by the Indemnified Party or any of its Affiliates from any Person other than in connection with the Indemnifying Party with respect facts giving rise to the matter in respect right of which indemnification, but taking into account the indemnification claim under Section 7.2 or Section 7.3 was made. Each present value of any reasonably anticipated premium adjustments, deductibles and other costs associated therewith, and (ii) any Tax benefit actually received by the Indemnified Party shall use commercially reasonable efforts to mitigate or its Affiliates, net of any Losses that any Tax costs actually incurred by the Indemnified Party asserts under this Article VIIor its Affiliates, arising in connection with the accrual, incurrence, or payment of such Losses. (d) Anything No indemnification shall be made for any Loss already previously indemnified by payment by an Indemnifying Party to any Indemnified Party or for any Loss for which a Post-Closing Adjustment was made. Notwithstanding anything herein to the contrary in this Agreement notwithstandingcontrary, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to Section 8.02 or 8.03, as applicable, until all Losses incurred by the Indemnified Party have exceeded One Hundred Thousand Dollars (i$100,000.00) neither Seller (the “Indemnification Threshold”), at which point the Indemnifying Party shall have 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 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 VIICAM charges, and (ii) for the exclusive purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representationrent, warrantyutilities, or covenant of either property taxes that are Retained Liabilities and Parent shall promptly pay all such items that are Retained Liabilities and reimburse 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 within ten Business Days 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 of extent Buyer pays any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Scheduleitems. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII is referred to as the “Indemnified Party,” ”, and the Party 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 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party In the absence of fraud or intentional misrepresentation, shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02 or Section 7.031 as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.02(a) or Section 7.3(a7.03(a) exceeds $500,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time the Indemnifying Party shall only not be liable for indemnification under Section 7.2(a) any individual or Section 7.3(a) for series of related Losses in excess of which do not exceed $50,000 (which Losses shall not be counted toward the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements). (b) The In the absence of fraud or intentional misrepresentation, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) 7.02 or Section 7.3(a) 7.03, as the case may be, shall not exceed an amount equal to fifty fifteen percent (5015%) of the Closing Payment; provided, however, that (x) the aggregate amount for all Losses for which any Indemnifying Party shall maximum Purchase Price payable under this Agreement received or to 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 received by the Seller (when, as and if earned), except for Losses related to the Fundamental Representations or the Buyer Fundamental Representations, as applicable, which shall not exceed any amount equal the maximum Purchase Price payable under this Agreement received or to one hundred percent be received by the Seller (100%) of the Purchase Pricewhen, as 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 agreementsif earned). (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02(a) or Section 7.3 7.03(a) in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any such Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnifying Party pursuant to the contrary Section 7.02 or 7.03 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial or indirect damages, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andincluding loss of future revenue or income, accordingly, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take commercially reasonable steps to mitigate any Loss subject to Sections 7.02(a) or its Affiliates (7.03(a), as the case may be, upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under Section 7.02(a) for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

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 afforded by this ARTICLE X shall be subject to the following limitations: (a) The Indemnifying With respect to indemnification by the Company pursuant to Section 10.1(a), 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 be liable exceed an amount (the “Company Indemnification Cap”) equal to (1) the Hard Cap and the amount of all of the other Obligations owed by the Company Parties to the Indemnified Party for Investors under this Agreement and the other Transaction Documents (other than the indemnification amounts payable under Section 7.2(a10.1(a)) or Section 7.3(a)as of the date of determination, as the case may be, minus (i2) until the aggregate amount of all Losses for which of the payments collected or received by the Investor Representative (and any direct or indirect transferee of the Investor Representative to whom any interest in the Revenue Interests is transferred) hereunder as of such date of determination (other than (i) any payments collected or received as a reimbursement of expenses incurred by any Investor Indemnified Party (including attorney’s fees) and (ii) any indemnification payments collected or received pursuant to Section 10.1(a)), minus (3) the aggregate amount collected or received by the Investor Representative (and any direct or indirect transferee of the Investor Representative to whom any interest in the Revenue Interests is sought transferred) pursuant to the exercise of its rights under Section 7.2(a10.1(a) (without duplication of any amounts collected or Section 7.3(a) exceeds an amount equal received pursuant to two percent clause (2%)) prior to such date of determination to the Closing Payment (the “Deductible”), at which time the Indemnifying extent such amount was not collected or received in connection with a Third Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the DeductibleClaim. Notwithstanding the foregoing, the Deductible Company Indemnification Cap shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Loss suffered by any Investor Indemnified Party in connection with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsa Third Party Claim. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable With respect to indemnification by the Investors pursuant to Section 7.2(a) or Section 7.3(a) as 10.2, the case may be, Investor’s maximum liability shall not exceed an amount equal to fifty percent the excess (50%if any) of the Closing Payment; provided, however, that (xA) the aggregate amount for of 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 payments collected 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Investors from the Company prior to the date of determination (excluding any amounts collected or received as a reimbursement of expenses incurred by the Investors or any of its Affiliates from any Person other than indemnification amounts collected or received in connection with a Third Party Claim) over (B) 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 VIIInvestment Amount. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 7.02 and Section 7.3 7.04 shall be subject to the following limitations: (a) The Indemnifying Party Sellers and Optionholders shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i7.02(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a7.02(a) exceeds an amount equal to two percent (2%) of the Closing Payment $50,000 (the “DeductibleBasket”), at in which time the Indemnifying Party event Sellers and Optionholders shall only be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Sellers and Optionholders 50 shall be liable pursuant to Section 7.02(a) shall not exceed $1,000,000 (the “Cap”), and the Escrow Fund shall be the sole and exclusive remedy for all Losses indemnifiable under Section 7.02(a). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.2(a7.04(a) or Section 7.3(a) for until the aggregate amount of all Losses in excess respect of indemnification under Section 7.04(a) exceeds the DeductibleBasket, 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 pursuant to Section 7.04(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the Deductible limitations set forth in Section 7.05(a) and Section 7.05(b) shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Losses based upon, arising out of, with respect to fraud, intentional misrepresentation or willful misconduct, and to by reason of (i) any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or (ii) fraud (with scienter) committed by or on behalf of a party to this Agreement; provided that the Buyer Fundamental Representations, as applicable or breach provisions of any covenants or agreementsthis clause (c) shall be subject to the limitations in Section 7.05(d) below. (bd) The aggregate amount of all Losses for which an Indemnifying Party Notwithstanding anything to the contrary in this Agreement, no Seller or Optionholder shall be liable to the Buyer Indemnitees pursuant to Section 7.2(a) or Section 7.3(a) as this Agreement in excess of the amount of the Purchase Price actually received by such Seller, except in the case may beof fraud (with scienter) committed by or with the actual knowledge of such Seller or Optionholder before the Closing. (e) For purposes of this ARTICLE VII, shall in calculating Losses, but not exceed an amount equal to fifty percent (50%) in determining the existence 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 in the first instance, any materiality, Material Adverse Effect or other similar qualification contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, otherwise applicable to such representation or warranty 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 agreementsbe disregarded. (cf) Payments The amount of any Losses payable under this ARTICLE VII by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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) amounts actually received recovered by the Indemnified Party from insurance policies or other third party sources, provided that any costs and expenses incurred in recovering such insurance proceeds (and any increase in insurance premiums related to any such claim) shall be included in the amount 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 madeLosses. Each Indemnified Party shall use commercially reasonable efforts to mitigate diligently make and pursue claims regarding any Losses that any Indemnified Party asserts under this Article VII. (d) Anything to the contrary in this Agreement notwithstandingbreach of, (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 Sellerin, 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)warranty under all applicable insurance policies. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII ARTICLE VIII is referred to as the “Indemnified Party,” ”, and the Party against whom such claims are asserted under this Article VII ARTICLE VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, exceeds an amount equal to two percent (2%) of the Closing Payment $125,000.00 (the “DeductibleBasket”), at in which time event the Indemnifying Party shall only be liable for Losses from the first dollar. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $15,000.00 in excess of the Deductibleaggregate; provided that such Losses shall be counted toward the Basket. Notwithstanding anything to the foregoingcontrary, the Deductible limitations set forth in this Section 8.04(a) shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation Losses arising from claims of fraud or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing PaymentIndemnification Holdback Amount; 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 Losses arising from claims of fraud or willful misconduct or (ii) for breach of any covenants or agreementsmisconduct. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 VIIsuch claim. (d) Anything Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance giving rise thereto, including incurring costs only to the contrary in this Agreement notwithstanding, (i) neither Seller shall have any right minimum extent necessary 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 remedy 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 that gives 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)Loss. (e) The representations, warranties, covenants and agreements made herein, together with Neither Seller nor Buyer shall be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the indemnification provisions herein, are intended among representations or warranties of the 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 contained in this Agreement by reason of any breach of any such representationif Seller or Buyer, warrantyas the case may be, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know actual knowledge of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole inaccuracy or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII VIII is referred to herein as the “Indemnified Party,” and the Party against whom which such claims are asserted under this Article VII VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) 8.2 until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a) 8.2 exceeds an amount equal to two percent (2%) of the Closing Payment $25,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a) 8.2, the Indemnifying Party shall not be liable for any individual or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach series of any representation or warranty contained related Losses less than $1,000 in the Seller Fundamental Representations or aggregate (which Losses shall not be counted toward the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsDeductible). (b) The 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, 8.2 shall not exceed an amount equal to fifty percent (50%) of the Closing Payment$150,000; provided, however that this liability cap will not apply to Losses arising out of (i) Section 8.2(i) to the extent arising from a breach of the representations and warranties set forth in Sections 4.2, 4.3, 4.5 and 4.13, (ii) Section 8.2(ii) or (iii), (iii) Section 8.3(i) to the extent arising from a breach of the representations and warranties set forth in Sections 5.2 or 5.3, (iv) Section 8.3(ii) or (iii), or (v) fraud or intentional misrepresentation; provided, further, however, that (x) the in no event shall Seller be liable for an aggregate amount for all of 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%) excess 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 Article VIII in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any tax benefits, insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 VIIsuch claim. (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 For purposes of determining whether there has been a breach and the amount of any Losses that are the Losses resulting from a breach or inaccuracy subject matter of a representationclaim under Sections 8.2(i) or 8.3(i), warrantyeach representation and warranty in Article IV or Article V will be read without regard to any materiality, or covenant of either Buyer or either Seller, any “materiality” or “Material Adverse Effect” qualifiers Effect or words of other similar import qualification contained in such representation, warranty or covenant giving rise otherwise applicable 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); provided, however, that such materiality scrape shall not apply to the determination of a breach the representations and warranties set forth in Section 4.17. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any damages that are punitive or based on loss of future revenue or income, 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 loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification Agreement or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this Article VIII for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Purchaser had actual knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

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 8.02 and Section 7.3 shall 8.03 will be subject to the following limitations: (a) The Indemnifying Party shall EWD and EWI will not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a8.02(a) or under Section 7.3(a8.02(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 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 doubt, will be subject to the Basket), as the case may be, (i) until the aggregate amount of all such Losses 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 Closing Payment $75,000 (the “DeductibleBasket”), at in which time the Indemnifying Party shall event EWD and EWI will only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for all such Losses in excess of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsBasket. (b) The aggregate amount of all Losses for which an Indemnifying Party shall EWD and EWI will be liable pursuant to Section 7.2(a8.02(a) or and Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%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 Stock Purchase Agreement other than the Special Representations (as defined herein and in the Stock Purchase Agreement), $2,500,000 (the “Cap”), (ii) 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 Payment; providedEvents hereunder and all “Post-Closing Events” pursuant to the Stock Purchase Agreement, however, that $750,000. In no event shall EWD and EWI be liable to Buyer Indemnitees for any Losses or other claims relating to or arising out of this Agreement or the other Transaction Documents in excess of $17,000,000. (xc) 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 Special Representations (as defined herein and in the Stock Purchase Agreement) until the aggregate amount of all such Losses exceeds the Basket, in which event Buyer will be required to pay or be liable for all such Losses in excess of the Basket. (d) The aggregate amount of all Losses for which any Indemnifying Party shall Buyer will be liable pursuant to Section 7.2(a8.03(a) or and for which CLF&P will be liable pursuant to 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%8.03(a) of the Stock Purchase Price, and (y) such limitation shall not apply to any claim Agreement (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or other than the Special Representations (as defined herein and in the Stock Purchase Agreement) will not exceed the Cap and (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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Special Representations (as if such standard or qualification were deleted from such representation or warrantydefined herein and in the Stock Purchase Agreement), will not exceed $17,000,000. (e) The representations, warranties, covenants and agreements made herein, together with determination of 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 amount of any Losses for purposes of this Agreement, be entitled to Article VIII will take into account the indemnification or other remedies provided in this Agreement by reason amount of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference insurance proceeds payable with respect thereto pursuant to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyinsurance policy.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII is referred to as the “Indemnified Party,” ”, and the Party 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 5.03(b) and Section 7.3 Article VII shall be subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a)(i) (I) for any Loss or Section 7.3(a), as the case may be, any series of related Losses that do not exceed $75,000 (ia “Qualifying Loss”) and (II) until the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a(whether or not Qualifying Losses) or Section 7.3(a) incurred by the Buyer Indemnified Parties with respect to the matters covered thereunder exceeds an amount equal to two percent (2%) of the Closing Payment $2,000,000 (the “Deductible”), at in which time the Indemnifying Party event Sellers shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Qualifying Losses in excess of the Deductible. Notwithstanding ; provided, however, (A) any Losses related to the foregoing, Fundamental Representations and the Tax Representations shall constitute a Qualifying Loss notwithstanding the size of such Loss and (B) the Deductible shall not apply to (i) any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any a representation or warranty contained in fraud or (ii) any breach of the Seller Fundamental Tax Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party Sellers shall be liable pursuant to Section 7.2(a7.02(a)(i) or Section 7.3(a) as the case may be, shall not exceed an amount equal $55,000,000 (the “Cap”); provided, however, the Cap shall not apply to fifty percent (50%i) any claim for intentional breach of a representation or fraud or (ii) any breach of the Closing PaymentTax Representations or the Fundamental Representations. (c) Subject to the other limitations imposed by this Article VII, all claims against the Sellers for indemnification under this Agreement, including any claims for the Tax Indemnity and claims under Article VII, shall first be paid and satisfied from the Escrow Account, to the extent of any funds then remaining, and only secondarily by the Sellers; provided, however, that Losses that could be asserted under the indemnification provisions of Section 7.02(b) shall not be satisfied from the Escrow Account but instead, Buyer may only seek to recover such Losses directly against the offending Seller (xseverally and not jointly and severally against others). The Institutional Sellers shall be jointly and severally liable for the indemnification obligations of the Sellers pursuant to Section 7.02(a) and the Tax Indemnity, and the Individual Sellers shall be severally (and not jointly) liable for such indemnification obligations in proportion to each such Individual Seller’s respective Percentage Interest of the applicable Loss. (d) Except in the case of intentional breach of a representation or fraud, the aggregate amount liability of Sellers hereunder for all Losses claims, including for which any Indemnifying Party the Tax Indemnity and under this Article VII, shall not exceed the Purchase Price. No Individual Seller shall be liable pursuant to for any claim for indemnification under Section 7.2(a) 7.02 or Section 7.3(a) as for the case may beTax Indemnity in excess of such Individual Seller’s Percentage Interest in such claim, and with respect to any inaccuracy in or breach of any representation or warranty contained in claims subject to the Seller Fundamental Representations or the Buyer Fundamental RepresentationsCap, as applicable, each Individual Seller’s aggregate liability for all such claims for indemnification shall not exceed any amount equal to one hundred percent (100%) such Individual Seller’s Percentage Interest of the Cap. The maximum liability hereunder for any Individual Seller for the Tax Indemnity shall not, when aggregated with all other indemnification obligations of such Individual Seller hereunder, exceed the Purchase Price, and (y) Price actually received by 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 agreementsIndividual Seller. (ce) Payments by an Indemnifying Party The amount of any Loss subject to indemnification pursuant to Section 7.2 5.03(b) or Section 7.3 in respect of any Losses Article VII shall be limited to the calculated net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 Company) in respect of which the indemnification claim under Section 7.2 or Section 7.3 was madeany such Loss. Each The Indemnified Party shall use commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. The amount of any indemnity payment hereunder shall initially be determined without regard to any such insurance proceeds or indemnity, contribution or other similar payments and shall be subject to adjustment if and when any such insurance proceeds indemnity, contribution or other similar payments are actually received. If and to the extent that any insurance proceeds or indemnity, contribution or other similar payments are recovered by an Indemnified Party with respect to any Losses that any for which it has already been indemnified by an Indemnifying Party hereunder, such Indemnified Party asserts under this Article VII. (d) Anything shall pay to the contrary Indemnifying Party (or, in this Agreement notwithstandingcases where the Sellers are the Indemnifying Party, the Stockholder Representative, for the benefit of the Sellers) within thirty (30) days of receiving such insurance proceeds or payment, an amount equal to the excess of (i) neither Seller shall have any right to seek contribution from any Acquired Company the amount previously received by the Indemnified Party under Section 5.03(b) or this Article VII 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 claim plus the amount of the insurance proceeds and indemnity, contribution or other similar payments received, over (ii) the amount of Losses resulting with respect to such claim which the Indemnified Party has become entitled to receive under Section 5.03(b) or this Article VII; provided, however, that if the Sellers were the Indemnifying Parties, the applicable indemnification payment was made from a breach or inaccuracy of a representationthe Escrow Account and the Escrow Account remains in effect, warranty, or covenant of either then the Buyer or either Seller, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in Indemnified Party shall make such representation, warranty or covenant giving rise payment 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure ScheduleEscrow Account. (f) Payments due The amount of any Loss subject to Buyer indemnification pursuant to Section 5.03(b) or Article VII shall be calculated net of any Tax Benefit actually realized by the Indemnified Parties Party on account of such Loss. The amount of any indemnity payment hereunder shall initially be determined without regard to any such Tax Benefit, and shall be subject to adjustment if and when any such Tax Benefit is actually realized. If and to the extent that any Tax Benefit is realized by an Indemnified Party with respect to any Losses for which it has already been indemnified by an Indemnifying Party hereunder, such Indemnified Party shall pay to the Indemnifying Party (or, in cases where the Sellers are the Indemnifying Party, the Stockholder Representative, for the benefit of the Sellers) within 30 days of realizing such Tax Benefit, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under Section 5.03(b) or this Article VII may be accomplished with respect to such claim plus the amount of the Tax Benefit realized by the Indemnified Party, over (ii) the amount previously received by the Indemnified Party under Section 5.03(b) or this Article VII with respect to such claim; provided, however, that if the Sellers were the Indemnifying Parties, the applicable indemnification payment was made from the Escrow Account and the Escrow Account remains in whole or in parteffect, at the option of then the Buyer Indemnified Parties, by Party shall make such payment to the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or its Affiliates by either Buyer or its Affiliates (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 offEscrow Account. (g) Except for No Seller shall have any Third-Party claims liability with respect to a breach of any of the Several Representations by any other Seller and ▇▇▇▇▇ agrees not to seek recovery against a Seller with respect to a breach of the Several Representations by another Seller. (h) Notwithstanding anything contained elsewhere in this Agreement, the amount of any Loss subject to indemnification under Section 7.5(a7.02 shall be calculated net of any amounts to the extent, but only to the extent, that such Loss was included as a Current Liability in calculating the Company’s Working Capital and actually taken into account in determining the Final Adjustment Amount. (i) The parties hereto agree that Buyer shall not have any rights to set-off any Loss it may have against Sellers against any amount otherwise due to any of Sellers. (j) If an Indemnified Party is entitled to indemnification under more than one clause or subclause of this Agreement with respect to Losses, then such Indemnified Party shall be entitled to only one indemnification or recovery for such Losses to the extent it arises out of the same set of circumstances and events; it being understood that this Section 7.04(j) is solely to preclude a duplicate recovery by Indemnified Party. (k) Upon making any damages or lost profits that are reasonably foreseeable, no Party indemnity payment pursuant to this Agreement Agreement, as applicable, the Indemnifying Party (or, in cases where the Sellers are the Indemnifying Party, the Stockholder Representative, on behalf of the Sellers) shall be liable subrogated to all rights of the other Indemnified Party for specialagainst any third party in respect of the Losses to which the payment related. The Indemnifying Party shall not, punitivehowever, exemplaryhave the right to collect aggregate payments from such third party or third parties in excess of the actual amount of the indemnification payment previously paid with respect to such Losses. The parties hereto will execute upon request, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference all instruments reasonably necessary to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, evidence and whether or not arising from perfect the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyabove described subrogation rights.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “"Indemnified Party,” ", and the Party party against whom such claims are asserted under this Article VII VIII is referred to as the “"Indemnifying Party”". The indemnification provided for in Section 7.2 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.2(a) or Section 7.3(a8.3(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.2(a) or Section 7.3(a8.3(a) exceeds an amount equal to two percent (2%) of the Closing Payment $20,000.00 (the “"Deductible”"), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.2(a) or Section 7.3(a8.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the $75,000.00. The aggregate amount for of all Losses for which any an Indemnifying Party shall be liable pursuant to Section 7.2(a8.2(b) or Section 7.3(a8.3(b) 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 8.2(a) or Section 7.3 8.3(a) in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be received by the Indemnified Party (or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter Company) in respect of which the indemnification claim under Section 7.2 or Section 7.3 was madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution, or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnifying Party pursuant to the contrary Section 8.2 and Section 8.3 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 Loss shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andor indirect damages, accordinglyincluding loss of future revenue or income, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this Article VIII for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyClosing.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VI is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII VI is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 6.02 and Section 7.3 6.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a6.02(a) or Section 7.3(a6.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a6.02(a) or Section 7.3(a6.03(a), as applicable, exceeds three hundred thousand dollars ($300,000) exceeds an amount equal to two percent (2%) of the Closing Payment (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a6.02(a) or Section 7.3(a6.03(a) as the case may be, shall not exceed an amount equal ten million dollars ($10,000,000). (c) Notwithstanding the foregoing, the limitations set forth in Section 6.05(a) and Section 6.05(b) shall not apply to fifty percent (50%) Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach by SLG of any of the Closing Payment; providedSLG Fundamental Representations, howeverby Co-op of any of the Co-op Fundamental Representations or by Buyer of any of the Buyer Fundamental Representation, 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. (d) For purposes of this ARTICLE VI (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 to thereto), any inaccuracy in or breach of any representation or warranty will be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal otherwise applicable 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 representation or willful misconduct or (ii) for breach of any covenants or agreementswarranty. (ce) Payments by an Indemnifying Party pursuant to Section 7.2 6.02, Section 6.03, 6.04 or Section 7.3 ARTICLE VI in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Scheduleclaim. (f) Payments due Each Indemnified Party shall take all steps required by applicable Law to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 offmitigate any Loss. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Neither the MCRC Parties nor the Partnership Parties shall not be liable to the Investors or any other Investor Indemnified Party for indemnification Losses entitled to be indemnified under Section 7.2(a) 7.02 or Section 7.3(a7.03 until such time as the aggregate amount of all Losses under Section 7.02 or Section 7.03 exceeds $1,500,000 (the “Indemnification Threshold”), in which event the MCRC Parties or Partnership Parties, as applicable, shall be required to pay or be liable for all Losses for which the case may be, Investors and other Investor Indemnified Parties are entitled to be indemnified hereunder (iincluding any Losses below the Indemnification Threshold). (b) until the The maximum aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time the Indemnifying Party shall only Partnership Parties may be liable for indemnification under pursuant to Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing7.03, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) except with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach breaches of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) shall not exceed $300,000,000. The aggregate amount of all Losses for which an Indemnifying Party shall the Investors may be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, 7.04 shall not exceed an amount equal $300,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 7.05(a) and Section 7.05(b) shall not apply to fifty percent Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations or in the case of fraud found to have been committed by the Indemnifying Party by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review. (50%d) Notwithstanding anything to the contrary herein, the sole and exclusive remedy for indemnification pursuant to Section 7.03(a) hereof shall be made in accordance with Section 9(g) of the Closing PaymentSecond Amended and Restated LP Agreement, and the Investor Indemnified Parties shall not seek recourse for claims under Section 7.03(a) by any other means. (e) Upon making any payment in respect of claim as provided for in this Article VII, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of Indemnified Party against any third person (other than an insurance company) in respect of the Loss to which such payment related; provided, however, that (xi) the aggregate amount for all Losses for which any Indemnifying Party shall then be liable in compliance with its obligations under this Agreement in respect of such Loss and (ii) until Indemnified Party fully recovers payment of its Loss, any and all claims of the Indemnifying Party against any such third person on account of such payment will be subordinated in right of payment to Indemnifying Party’s rights against such third person. Without limiting the generality or effect of any other provision hereof, each such Indemnifying Party and Indemnified Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. To the extent that insurance proceeds or other third party proceeds are received after payment has been made by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such proceeds (up to, but not in excess of, the amount previously paid by the Indemnifying Party to the Indemnified Party). Any payment hereunder shall be treated as provided by the Code and applicable Treasury Regulations in order to comply with Section 7(d) of the Second Amended and Restated LP Agreement consistent with the economic arrangement of the Parties. (f) The Indemnified Party shall seek to mitigate the amount of any Losses to the extent, if any, required by applicable law. Without limiting the foregoing, Losses shall be calculated net of actual payments received by an Indemnified Party pursuant to Section 7.2(a) such Indemnified Party’s existing insurance policies (net of reasonable collection costs). Each Indemnified Party hereby agrees to use commercially reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect of any such Losses that may reduce or Section 7.3(a) eliminate any applicable Losses to the same extent as the case may be, it would if such Losses were not subject to indemnification hereunder; it being understood that no Indemnified Party shall be obligated to bring a lawsuit against any insurer to obtain a recovery under any insurance policies with respect to any inaccuracy in or breach particular Losses and the failure of an Indemnified Party to obtain recovery under any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, insurance policies despite using commercially reasonable efforts to do so shall not exceed in any amount equal way affect or modify such Indemnified Party’s rights to one hundred percent (100%) of which the Purchase Price, and (y) such limitation shall not apply Indemnified Party would have otherwise been entitled pursuant to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsthis Article VII. (cg) Payments The amount of Losses payable by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may shall be accomplished without duplication, and in whole or in part, at the option no event shall an Indemnified Party be indemnified under different provisions 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to for the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebysame Losses.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VI is referred to as the “Indemnified Party,” and the Party party against whom such claims are asserted under this Article VII VI is referred to as the “Indemnifying Party”. .” The indemnification obligations provided for in Section 7.2 6.02 and Section 7.3 6.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a6.02(a) or Section 7.3(a6.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a6.02(a) or Section 7.3(a6.03(a) exceeds an amount equal to two one percent (21%) of the Closing Payment Purchase Price (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a6.02(a) or Section 7.3(a) 6.03(a), as the case may be, shall not exceed an amount equal to fifty fifteen percent (5015%) of the Closing PaymentPurchase Price; provided, howeverthat the foregoing limitation shall not apply to the Seller’s right to receive the full amount of the Purchase Price, including the full principal amount of the Delayed Purchase Price and any interest accrued thereon in accordance with the terms of this Agreement; provided, further, that (x) the aggregate amount for all foregoing limitation shall not apply to Losses for which any Indemnifying Party shall be liable pursuant attributable to Section 7.2(a) intentional fraud or Section 7.3(a) as the case may be, with respect to any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller 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 agreementsSection 3.07. (c) Payments by an In no event shall any Indemnifying Party pursuant be liable to Section 7.2 any Indemnified Party for any punitive, incidental, consequential, special or Section 7.3 in respect indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (d) Seller shall not be liable under this Article VI for any Losses based upon or arising out of any Losses shall be limited inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the net Closing. (e) The amount of any Losses that remains after deducting therefrom any for which an Indemnified Party is entitled to indemnity under this Article VI shall be reduced by the amount of insurance proceeds (net of any costs of collection, 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 such Losses (net of any collection costs, and excluding the matter in respect proceeds of which any insurance policy issued or underwritten by 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 warrantyits Affiliates). (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller and the Stockholders shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i8.02(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a8.02(a) exceeds an amount equal to two percent (2%) of the Closing Payment $30,000 (the “DeductibleBasket”), at in which time event Seller and the Indemnifying Party Stockholders shall only be required to pay or be liable for indemnification under all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and the Stockholders shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in exceed $600,000 (the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements“Cap”). (b) The aggregate amount of all Losses for which an Indemnifying Party Seller and the Stockholders shall be liable pursuant to Section 7.2(a8.02(c) or Section 7.3(a) as the case may be, 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 amount equal indemnification claim by a Buyer Indemnitee could relate to fifty percent either Section 8.02(a) or 8.02(c), it shall be deemed to be made under both Section 8.02(a) or 8.02(c), and Buyer shall have the right to determine during or at the conclusion of the resolution of the indemnification claim which Section it shall be deemed to have been indemnified under. (50%c) No claims for indemnification under Section 8.02(c) may be made after the second annual anniversary of the Closing Payment; providedDate. Notwithstanding the foregoing, however, that any claims asserted in good faith with reasonable specificity (xto the 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. (d) Buyer shall not be liable to Seller 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, 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 any Indemnifying Party Buyer shall be liable pursuant to Section 7.2(a8.03(a) or shall not exceed the Cap. (e) Notwithstanding the foregoing, (i) the limitations set forth in Section 7.3(a8.04(a) as the case may beand Section 8.04(d) shall not apply to Losses 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 Seller Fundamental Representations or the Buyer Fundamental RepresentationsSection 3.01, as applicableSection 3.03, shall not exceed any amount equal to one hundred percent (100%) of the Purchase PriceSection 3.19, Section 3.22 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 VII4.01, and (ii) for the exclusive purpose of determining maximum amount the Seller and the Stockholders shall be required to pay under Section 8.02 shall be such 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 (Purchase Price 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (including the Acquired Companies) under this Agreement, provided that written notice of such intent to set off is delivered has been actually paid to Seller reasonably in advance of the exercise of such set offby Buyer. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.1 with respect to Section 8.1(a)(i) and Section 7.3 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) The Indemnifying Party Seller shall not be liable to the Indemnified Party any Purchaser Indemnitee for indemnification under Section 7.2(a8.1(a)(i) or Section 7.3(a), as the case may be, (i8.1(b)(i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.1(a)(i) or and Section 7.3(a8.1(b)(i) exceeds an amount equal to two percent (2%) of the Closing Payment $10,000 on a cumulative basis (the “Deductible”), at in which time event the Indemnifying Party Seller shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing; provided, that the Deductible shall not apply to any claim for indemnification under Section 7.2(a(i) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any Losses arising as a result of an inaccuracy in or breach of any representation a Specified Representation, or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, (ii) Losses incurred by a Purchaser Indemnitee as applicable or breach a result of any covenants or agreementsfraud. (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall not be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, shall not exceed any Purchaser Indemnitee for Losses in excess of an amount equal to fifty percent (50%) aggregate of the Closing PaymentPurchase Price (the “Cap”) with respect to indemnification under Section 8.1(a)(i) and Section 8.1(b)(i); provided, however, that the Cap shall not apply to: (xi) 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) arising as the case may be, with respect to any a result of an inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representationsa Specified Representation, 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) Losses incurred by a Purchaser Indemnitee for breach Losses incurred as a result of any covenants or agreementsfraud. (c) Payments by an Indemnifying Party pursuant The Purchaser shall not be liable to any Seller Indemnitee for indemnification under Section 7.2 8.2(a)(i) or Section 7.3 8.2(b)(i) until the aggregate of all Losses in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 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 Section 7.3 was made. Each Indemnified Party be liable for Losses in excess of the Purchaser Deductible; provided, that the Purchaser Deductible shall use commercially reasonable efforts not apply to mitigate any Losses that any Indemnified Party asserts under this Article VIIincurred by a Seller Indemnitee as a result of fraud. (d) Anything The Purchaser shall not be liable to any Seller Indemnitee for Losses in excess of an aggregate of the contrary in this Agreement notwithstanding, Purchase Price (ithe “Purchaser Cap”) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all or any part indemnification under Section 8.2(a)(i) and Section 8.2(b)(i); provided, that the Purchaser Cap shall not apply to Losses incurred by a Seller Indemnitee for Losses incurred as a result 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)fraud. (e) Once a Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article 8, the Indemnitor shall satisfy its obligations within 15 Business Days of such agreement or such final adjudication by wire transfer of immediately available funds. 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 hereto agree that should an Indemnitor not make full payment of any such representationobligations within such 15 Business Day period, warranty, covenant or any amount payable shall accrue interest from and including the date of agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking Indemnitor or final adjudication to enforce and including the date such payment has been made at a remedy knew or had reason rate per annum equal to know ten percent (10%). Such interest shall be calculated daily on the basis of such breach, provided that “representation” a 365 day year and “warranty” in this clause (e) shall mean, for avoidance the actual number of doubt, representations and warranties as modified by the Disclosure Scheduledays elapsed. (f) Payments due Notwithstanding Section 8.9(e), in the event that the Indemnitee consents in its sole discretion, once a Loss is agreed to Buyer Indemnified Parties under by the Indemnitor or finally adjudicated to be payable pursuant to this Article VII 8, an Indemnitor may be accomplished satisfy its obligations (in whole or in part, at the option sole discretion of the Buyer Indemnified Parties, Indemnitee and depending on the amount then due and the value of Class A Units to be assigned) within 15 Business Days of such agreement or such final adjudication by the Buyer Indemnified transfer and assignment of Class A Units to the Indemnitee (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 Indemnitee, and the Indemnitee will have 15 Business Days to accept or reject, in its sole discretion, such proposed satisfaction of a Loss. The Parties setting off a corresponding 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 owed to either Seller or its Affiliates by either Buyer or its Affiliates (payable shall accrue interest from and including the Acquired Companies) under this Agreement, provided that written notice date of such intent to set off is delivered to Seller reasonably in advance agreement of the exercise of Indemnitor or final adjudication to and including the date such set off. payment has been made at a rate per annum equal to ten percent (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement 10%). Such interest shall be liable to calculated daily on the other Party for specialbasis 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, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodologythen the Indemnitor shall pay the Indemnitee in immediately available funds in accordance with Section 8.9(e), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 8.04(f) below, Buyer Indemnitees shall not be liable indemnified pursuant to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until 8.02 with respect to any indemnifiable Loss if the aggregate amount of all payments from Sellers Parties for Losses for which indemnification is sought under Buyer Indemnitees are indemnified pursuant to Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) of 8.02 has exceeded the Closing Payment (Purchase Price. Notwithstanding the “Deductible”)foregoing, at which time the Indemnifying Party Buyer Indemnitees shall only be liable indemnified for indemnification under Section 7.2(a) or Section 7.3(a) for all indemnifiable Losses in excess of the DeductiblePurchase 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 aggregate 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, Seller Indemnitees shall be indemnified for all indemnifiable Losses in excess of the Deductible shall not apply to any claim for indemnification under Section 7.2(aPurchase 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) or Section 7.3(a) For purposes of this Article VIII, and other than with respect to fraudthe representations and warranties set forth in Section 3.06, intentional misrepresentation or willful misconductSection 3.08(a), Section 3.09(a)(xiii), Section 3.10(a), and to 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 the Seller Fundamental Representations or the Buyer Fundamental Representationsotherwise applicable to such representation or warranty. For all purposes of this Agreement, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party “Losses” shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) net 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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) recoveries actually received by the Indemnified Party or any of its Affiliates from any Person other than in connection with the Indemnifying Party with respect facts giving rise to the matter in respect right of which indemnification, but taking into account the indemnification claim under Section 7.2 or Section 7.3 was made. Each present value of any reasonably anticipated premium adjustments, deductibles and other costs associated therewith, and (ii) any Tax benefit actually received by the Indemnified Party shall use commercially reasonable efforts to mitigate or its Affiliates, net of any Losses that any Tax costs actually incurred by the Indemnified Party asserts under this Article VIIor its Affiliates, arising in connection with the accrual, incurrence, or payment of such Losses. (d) Anything No indemnification shall be made for any Loss already previously indemnified by payment by an Indemnifying Party to the contrary in this Agreement notwithstanding, (i) neither Seller shall have any right to seek contribution from Indemnified Party or for any Acquired Company with respect to all or any part of any of such Seller’s indemnification obligations under this Article VII, and (ii) Loss for the exclusive purpose of determining the amount of the Losses resulting from which 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)Post-Closing Adjustment was made. (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 Notwithstanding anything herein to the terms contrary, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to Section 8.02 or 8.03, as applicable, until all Losses incurred by the Indemnified Party have exceeded One Hundred Thousand Dollars ($100,000.00) (the “Indemnification Threshold”), at which point the Indemnifying Party shall be obligated to indemnify the Indemnified Party from and conditions of this Agreement, be entitled against all Losses relating back to the indemnification first dollar; provided, however, that the Indemnification Threshold shall not apply to any CAM charges, rent, utilities, or other remedies provided in this Agreement by reason of any breach of property taxes that are Retained Liabilities and Parent shall promptly pay all such items that are Retained Liabilities and reimburse Buyer within ten Business Days to the extent Buyer pays any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Scheduleitems. (f) Payments due With respect to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in parteach Seller, at the 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 (including the Acquired Companies) under this Agreement, provided that written notice obligation of such intent Seller and Parent to set off is delivered indemnify Buyer Indemnitees shall be limited to Seller reasonably in advance of the exercise amount of such set off. (g) Except Seller’s Indemnification Cap as shown on Schedule 8.02. Notwithstanding the foregoing, for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeablepurposes of determining whether Buyer Indemnitees have reached the Indemnification Threshold, no Party to this Agreement all Losses incurred by Buyer Indemnitees shall be liable aggregated; Buyer Indemnitees shall not have to reach the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference Indemnification Threshold with respect to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising each Seller individually to be entitled to indemnification from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebysuch Seller.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under Notwithstanding anything to the contrary in 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 limitations7: (ai) The Indemnifying Party shall not be liable total payments made by Seller to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Buyer Indemnitees with respect to fraud, intentional misrepresentation or willful misconduct, and Losses shall not exceed the Purchase Price actually paid to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsSeller. (bii) The aggregate amount representations and warranties of all Losses for which an Indemnifying Party Seller and Buyer shall be liable pursuant to Section 7.2(asurvive until the eighteen (18) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) month anniversary of the Closing PaymentClosing; provided, howeverthat, that (x) notwithstanding anything to 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 contrary in the case may beforegoing, with respect to any inaccuracy (A) the representations and warranties of Seller set forth in or breach each of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental RepresentationsSection 4(a) (Organization), as applicableSection 4(b) (Authority), shall not exceed any amount equal to one hundred percent Section 4(c) (100%) Ownership of the Purchase PriceShares), and Section 4(h) (No Other Representations and Warranties) shall survive the Closing indefinitely, and (yB) such limitation the representations and warranties of Buyer set forth in each of Section 5(a) (Organization), Section 5(b) (Authority), Section 5(f) (Investment), Section 5(g) (Solvency), Section 5(h) (Independent Investigation) and Section 5(i) (No Other Representations and Warranties), 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 agreementssurvive the Closing indefinitely. (ciii) Payments made by an Indemnifying Party pursuant to Section 7.2 7(a) or Section 7.3 7(b) in respect of any Losses shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the Indemnified Claiming 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 madeany such claim. Each Indemnified The Claiming Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts losses prior to seeking indemnification under this Article VIIAgreement. (div) Anything to the contrary in this Agreement notwithstanding, (i) neither Seller In no event 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 Indemnifying 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other any Claiming Party for special, any punitive, exemplary, incidental, consequential consequential, special or indirect damages, or including lost profits, loss of opportunityfuture revenue or income, increased financing costsloss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or Losses calculated by reference diminution of value or any damages based on any type of multiple (other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required). (v) In no event shall either Buyer, on the one hand, or Seller, on the other hand, be entitled to duplicate compensation with respect to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (claims or any other valuation methodology)breach of representation, whether based on contractwarranty or covenants herein asserted under the terms of this Agreement, tort, strict liability even though such claim or otherwise, and whether or breach may be addressed by more than one provision of this Agreement. (vi) Seller shall not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault be liable under this Article 7 for any matter relating to Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the transactions contemplated herebyClosing.

Certain Limitations. (a) Notwithstanding anything herein to the contrary, Purchaser shall incur no obligation or liability to the Seller Indemnitees under provision (2) of Section 13.3 until the aggregate total of all such Losses exceeds $450,000.00, in which event Purchaser shall be required to pay or be liable for all such Losses that exceed $450,000.00; provided, however, that this limitation shall not apply to the Purchaser Fundamental Representations. (b) Notwithstanding anything herein to the contrary, Seller shall incur no obligation or liability to the Purchaser Indemnitees under provision (3) of Section 13.4 until the aggregate total of all such Losses exceeds $450,000.00, in which event Seller shall be required to pay or be liable for all such Losses that exceed $450,000.00; provided, however, that this limitation shall not apply to the Seller Fundamental Representations. (c) Any such liability or obligation shall be limited to economic damages incurred by Purchaser due to such breach and Purchaser shall not be entitled to seek to rescind the transaction by reason of a failure of a condition precedent to Closing. (d) The Buyer representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or Seller Indemnified Party making a claim under this Article VII is referred to as any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the “Indemnified Party,” and the Party against whom such claims are asserted under this Article VII is referred ’s waiver of any condition 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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a)Closing, as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (be) The aggregate Solely for purposes of determining the 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, 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, under this ARTICLE XIII with respect to any inaccuracy in or breach of any representation representation, warranty or warranty covenant, the amount of Losses shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation, warranty or covenant (such qualifiers shall continue to apply for purposes of determining whether a breach occurred). (f) Notwithstanding anything to the contrary contained in this Agreement: (1) Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal be required to one hundred indemnify Purchaser Indemnitees under provision (3) of Section 13.4 for aggregate Losses in excess of twenty percent (10020%) of the Purchase Price, and (y) such provided, however, that this limitation shall not apply to any claim the Seller Fundamental Representations, (i2) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (iiSeller’s liability under Section 13.2(f) 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 reduced 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 representationP&A Escrow released to Purchaser pursuant to Section 3.4(b), warrantyif any, or covenant of either Buyer or either and (3) 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties ’s aggregate liability under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to in no event exceed 100% of the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyPurchase Price.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII 7 is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 shall 7.03 will be subject to the following limitations: : (a) The Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a) or Section 7.3(a7.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a7.02(a) or Section 7.3(a7.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $75,000 (the “DeductibleThreshold”), at it being understood that the Threshold shall be a deductible for which time the Indemnifying Party shall only be liable for bear no indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of responsibility; provided, however, that the Deductible. Notwithstanding the foregoing, the Deductible Threshold shall not apply to any claim for indemnification under Section 7.2(aLosses in respect of (i) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in of the Seller Fundamental Representations or the Buyer Fundamental RepresentationsSection 3.14 (Environmental Matters), as applicable 3.15 (Employee Benefit Matters), or breach of any covenants 3.17 (Taxes), or agreements. (ii) fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall will be liable pursuant to Section 7.2(a) 7.02 or Section 7.3(a) 7.03, as the case may be, shall will not exceed an amount equal to fifty percent $1,500,000 (50%) of the Closing Payment“Cap”); provided, however, that the Cap shall not apply to any Losses in respect of (xi) 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 (A) any representation or warranty contained in of the Seller Fundamental Representations or (B) Sections 3.14 (Environmental Matters), 3.15 (Employee Benefit Matters), and 3.17 (Taxes), (ii) Section 7.02(b), (c), or (d), or (iii) fraud. The aggregate amount of all Losses for which an Indemnifying Party will be liable pursuant to clauses (i), (ii) and (iii) in the Buyer Fundamental Representations, as applicable, immediately preceding sentence shall not exceed any amount equal to one hundred percent (100%) of be 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article ARTICLE VII is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) 7.02 or Section 7.3(a) 7.03, as the case may be, shall not exceed an amount equal to fifty percent the Set-Off Amount (50%) of the Closing Payment“Indemnification Cap”); provided, howeverthat with respect to any Losses incurred or sustained by, that (x) or imposed upon, Buyer or 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 beCompany based upon, arising out of, with respect to or by reason of the Company’s title to and ownership of the owned Real Property (collectively, “Real Estate Losses”), the Indemnification Cap shall be increased by 50,000 EUR (the “Additional Cap”), which Additional Cap shall be used solely to satisfy any inaccuracy in or breach Real Estate Losses and shall terminate automatically and with immediate effect upon Buyer’s receipt from Seller of a formal deed of sale and corresponding affidavit from a French Notary Public conclusively evidencing the Company’s ownership of the owned Real Estate. (b) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any representation event or warranty contained in circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Seller Fundamental Representations or minimum extent necessary to remedy the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal breach that gives rise 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 agreementsLoss. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation covering such Loss. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies 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 agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything to the contrary in this Agreement notwithstanding, (i) neither Seller In no event 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 Indemnifying 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other any Indemnified Party for special, any punitive, exemplary, incidental, consequential consequential, special or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference damages other than as owed to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebya third party.

Certain Limitations. The party making a claim under this ARTICLE VII on its own behalf or on behalf of a Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII Party, as applicable, is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a) or Section 7.3(a7.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a7.02(a) or Section 7.3(a7.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $60,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a7.02(a) or Section 7.3(a7.03(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the Indemnity Escrow Amount. The aggregate amount for of all Losses for which any Indemnifying Party Seller 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, this ARTICLE VII shall not exceed any amount equal to one hundred percent (100%) the portion of the Final Purchase PricePrice actually received by Seller; provided, and (y) that such limitation on liability shall not apply to any claim (i) hereunder with respect indemnification pursuant to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsSection 7.02(d). (c) With respect to any indemnification claims pursuant to Section 7.02, no indemnification claims may be made directly against the Seller until the Escrow Fund is exhausted. (d) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the Indemnified Party (or the Company) in respect of 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; provided, however, that such commercially reasonable efforts shall not require any Indemnified Party to commence any litigation, make any material monetary expenditure, or offer or grant any material accommodation (financial or otherwise) to any third party. In the event that any insurance, indemnity, contribution or third-party recoveries are realized by an Indemnified Party subsequent to receipt by the Indemnified Party of its Affiliates from any Person other than indemnification payments hereunder in respect of the claims to which such recovery relates, the Indemnified Party shall promptly remit to the Indemnifying Party such recoveries, up to a maximum amount of the corresponding indemnification payment made by the Indemnifying Party with respect to the matter such claims. (e) Without duplication of any amounts payable to Seller pursuant to Section 5.06(d), payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of which any Loss shall be reduced by an amount equal to any cash refund or reduction of, or credit against, cash Tax liabilities realized by the indemnification claim under Section 7.2 Indemnified Party, net of any Taxes imposed with respect to, and out-of-pocket costs and expenses incurred in connection with obtaining such refund or Section 7.3 was made. Each credit, during the two (2) years following the Closing Date as a result of such Loss, as determined by the Indemnified Party in its reasonable discretion, provided that (i) the Indemnified Party shall use commercially reasonable efforts not be obligated 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 file amended Returns for such Seller’s indemnification obligations under this Article VIIpurpose, and (ii) nothing in this Section 7.04(e) shall require an Indemnified Party to disclose any confidential information to the Indemnifying Party (including, without limitation, its Tax Returns). (f) Buyer shall not be entitled to any indemnification for any Losses or Taxes under this ARTICLE VII that are based upon or derived from a claim that any Tax attributes of the exclusive purpose Company (including net operating loss carryovers, capital loss carryovers, adjusted basis, or credits) are not available to the Company or any other Person for any Tax period (or portion of a Straddle Period) beginning after the Closing Date. Buyer shall not be entitled to indemnification for an item to the extent it is taken into account in the calculation of Closing Company Indebtedness, Closing Company Transaction Expenses or Closing Working Capital, as finally determined pursuant to Section 2.04. (g) For purposes of determining whether a breach or an alleged breach has occurred and the amount of the Losses resulting from a breach or inaccuracy of a representationfor which an Indemnified Party is entitled to claim indemnification pursuant to this Section 7, warranty, or covenant of either Buyer or either Seller, any all “materiality,” or “Material Adverse Effect” and similar qualifiers or words will be excluded from and given no effect, other than “Material” in the definition of similar import contained “Material Contracts” and such qualification 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 warrantySection 3.07(b). (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party Any indemnification claims pursuant to Section 9.3 or Seller Indemnified Party making a claim under this Article VII is referred to Section 9.4 must be asserted within the Survival Period in writing and with reasonable specificity 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:facts forming the basis for such claim. Any claims timely and properly asserted shall survive the Survival Period until their final resolution. Each Party shall 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. In no event shall Purchaser or New Operator be entitled to duplication of recovery under the PSA and this Agreement for Losses arising out of, related to, or in connection with, the same events. In no event shall Seller or Existing Operator be entitled to duplication of recovery under the PSA and this Agreement for Losses arising out of, related to, or in connection with, the same events. (a) The For the avoidance of doubt, no individual officer, director, member, managing member, shareholder, equity holder, partner, employee, agent, or representative of either party shall have any liability for any claims of the other party hereto related to this Agreement, or any agreements, certificates or instruments delivered in connection herewith, in any way. (b) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto; provided, however, that any failure to mitigate shall not affect the obligations of the Indemnifying Party hereunder, except to the extent such failure to mitigate has increased Indemnifying Party’s costs or otherwise prejudiced or harmed Indemnifying Party’s position. (c) Seller and Existing Operator shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) Purchaser or Section 7.3(a)New Operator, as the case may be, (ifor indemnification under Section 9.3(a) or under Section 15(a)(ii) of the PSA until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent the Deductible (2%) of as defined in the Closing Payment (the “Deductible”PSA), at in which time event the Indemnifying Party Seller or Existing Operator, as appliable, shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party Seller and Existing Operator shall be liable pursuant to Section 7.2(a) or Section 7.3(a) 15 of the PSA and Article XI of this Agreement, as the case may be, shall not exceed an amount equal to fifty percent the Cap (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 defined 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 PSA). The Cap shall not apply to any claim (i) hereunder with respect Losses solely related to fraudRecapture Claims. Notwithstanding the foregoing, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsthe Cap and Deductible shall be subject to such additional terms as provided in that certain Letter Agreement, dated the date hereof, by and among the Seller, Existing Operator, Purchaser, New Operator and other parties thereto. (cd) Payments by an Indemnifying Party pursuant to Section 7.2 9.3 or Section 7.3 9.4 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VII. (d) Anything Agreement. Payments by an Indemnifying Party pursuant to the contrary Section 9.3 or Section 9.4 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsAt the Closing, warrantiesExisting Operator shall cause Selectis Health, covenants Inc. (“Existing Operator Guarantor”) to execute and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent deliver in favor of New Operator an Indemnification Guaranty Agreement in the transactions contemplated hereby between form of Exhibit 9.6 attached hereto (the Parties and, accordingly, a Party shall, subject “Indemnification Guaranty Agreement”) pursuant to the terms and conditions of this Agreement, be entitled which Existing Operator Guarantor shall guarantee Existing Operator’s indemnification obligations with respect to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure ScheduleRecapture Claims. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party(ies) making a claim under this Article VII is referred to as the “Indemnified Party,” ”, and the Party 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 7.02 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a)(i) or Section 7.3(a), as the case may be, (i7.02(b)(i) until the aggregate amount of all Losses for which Damages in respect of indemnification is sought under Section 7.2(a7.02(a)(i) or Section 7.3(a(b)(i), as applicable, (without giving effect to any materiality, Material Adverse Effect or similar qualification limiting the scope of any representation or warranty that is the subject of an indemnification claim) exceeds an amount equal to two percent (2%) of the Closing Payment $25,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses Damages in excess of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses Damages for which an Indemnifying Party shall be liable pursuant to Section 7.2(a(i) Sections 7.02(a)(i) or Section 7.3(a(b)(i) as (other than in respect of the case may be, Fundamental Representations) shall not exceed an amount equal to fifty seventy-five percent (5075%) of the Closing Payment; providedPurchase Price, however(i) Sections 7.02(a)(i) or (b)(i) (in respect of any of the Fundamental Representations) shall not exceed the Purchase Price and (iii) Sections 7.02(a)(ii), that (xa)(iii), (b)(ii) or (b)(iii) shall not exceed the Purchase Price. In addition, the aggregate amount for of all Losses Damages for which any an Indemnifying Party shall be liable pursuant to Section 7.2(a7.02(a) or Section 7.3(a(b) 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. For purposes of Article VII, Seller and Controlling Owners, on the one hand, and (y) such limitation Buyer and Parent, on the other, are together considered an Indemnify Party. Such limitations shall not apply to any claim (i) hereunder with respect to in the case of 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 7.02 in respect of any Losses Damages shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (received or reasonably expected to be received by the Indemnified Party in respect of any such claim, in each case net of any costs of collectiondeductibles, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other and all out-of-pocket costs directly related to the insurance claim in respect and expenses of Losses) and/or any indemnity, contribution or other similar payment recovery of such proceeds (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 it being understood that no Indemnified Party shall use commercially reasonable efforts have any obligation to mitigate acquire or maintain any Losses that any Indemnified Party asserts under this Article VIIinsurance coverage). (d) Anything In no event shall any Indemnifying Party be liable to the contrary in this Agreement notwithstanding, any Indemnified Party for any: (i) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all damages that are remote or any part of any of such Seller’s indemnification obligations under this Article VII, and unforeseeable; or (ii) for the exclusive purpose of determining the amount of the Losses resulting from a breach any punitive 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 exemplary damages except to the claim extent paid or payable by any Indemnified Party to any third party. Such limitations shall not apply in the case 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)fraud. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties Each Controlling Owner’s liability under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable limited to be no more than the other Party product of Damages for specialwhich Buyer is entitled to Indemnification and such Controlling Owner’s the pro rata portion of ownership interest in the Seller immediately prior to Closing. Such limitation shall not apply, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference as to any multiple Controlling Owner, in the case of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyfraud by such Controlling Owner.

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 6.1 and Section 7.3 6.2 shall be subject to the following limitations: (a) The Indemnifying Party Seller Parties shall not be liable to the Indemnified Party Purchaser Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i6.1(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a6.1(a) exceeds an amount equal to two percent Two Hundred Fifty Thousand Dollars (2%$250,000) of the Closing Payment (the “DeductibleBasket”), at and then only for the amount by which time such Losses exceed Two Hundred Fifty Thousand Dollars ($250,000), subject to 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 Deductibleother limitations set forth herein. Notwithstanding the foregoing, the Deductible The Purchaser Indemnitees shall not apply be indemnified pursuant to any claim for indemnification under Section 7.2(a) or Section 7.3(a6.1(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in Loss if the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable the Purchaser Indemnitees have received indemnification pursuant to Section 7.2(a6.1(a) or Section 7.3(a) as the case may be, shall not exceed has exceeded an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the Additional Consideration Amount, plus (y) the Earnout Amount, if any, plus (z) the Debt Reduction Amount, if any, (the “Cap”). (b) Purchaser shall not be liable to the Seller Parties for 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, and then only for the amount by which such Losses exceed the Basket, subject to the other limitations set forth herein. The Seller Parties shall not be indemnified pursuant to Section 6.2(a) with respect to any Loss if the aggregate amount of all Losses for which any Indemnifying Party shall be liable the Seller Parties have received indemnification pursuant to Section 7.2(a6.2(a) or Section 7.3(a) as has exceeded 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 agreementsCap. (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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Notwithstanding anything to the contrary set forth herein, the limitations set forth in this Agreement notwithstanding, (iSection 6.5(a) neither Seller and Section 6.5(b) shall have any right to seek contribution from any Acquired Company with respect to all or any part not limit Liability of any Indemnifying Party for breaches of such Seller’s indemnification obligations under this Article VIITransactional Reps, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such intentional breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Scheduleintentional misrepresentation or fraud. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party Any party making a claim under this Article VII Section 5.4 is referred to as the “"Indemnified Party,” ", and the Party party against whom such claims are asserted under this Article VII Section 5.4 is referred to as the “"Indemnifying Party”", provided that where the Indemnifying Party comprises the Antev Vendors, they shall be severally liable in respect of any claim. The indemnification provided for in Section 7.2 5.2 and Section 7.3 5.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) 5.2 or Section 7.3(a)5.3, as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) 5.2 or Section 7.3(a) 5.3 exceeds an amount equal to two percent (2%) of the Closing Payment $1,000,000 (the “"Deductible”"), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a) 5.2 or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations5.3, as applicable the case may be, the Indemnifying Party shall not be liable for any individual or breach series of any covenants or agreements.related Losses which do not exceed $100,000 (which Losses shall not be counted toward the Deductible); (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) 5.2 or Section 7.3(a) 5.3 as the case may be, shall not exceed an amount equal to fifty percent (50%) 5% of the Closing Payment; provided, however, that aggregate of (xi) the value at Closing of the Consideration Shares and (ii) the Contingent Consideration which (in the case of each Antev Vendor) is earned by that Antev Vendor, and provided that the aggregate amount for all Losses for liability of each Antev Vendor under or in connection with this Agreement shall in any event not exceed 50% of (i) the value at Closing of the Consideration Shares and (ii) the Contingent Consideration which any is actually received by that Antev Vendor; (c) Liability of the Indemnifying Party shall be liable pursuant to Section 7.2(a) 5.2 or Section 7.3(a) as the case may be, with 5.3 in respect to any inaccuracy in or breach of any representation or warranty contained in Loss shall be limited to 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 liability or agreements.damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim. The Purchaser shall use reasonable endeavours to recover under insurance policies or indemnity, contribution or other similar agreements benefiting it (or its Affiliates, including following Closing, Antev and the Antev Subsidiary), for any Losses prior to seeking indemnification under this Agreement; (cd) Payments by an Indemnifying Party pursuant to Section 7.2 5.2 or Section 7.3 5.3 in respect of any Loss shall be reduced by an amount equal to the amount by which a cash Tax liability of the Indemnified Party is reduced within twelve months of Closing by the use or the set-off of Tax benefit 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 punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple; (f) Each Indemnified Party shall use, and cause its Affiliates to use, reasonable endeavours to mitigate any Loss upon becoming aware of any event or circumstance that gives rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this Section 5 shall in any way diminish the Indemnified Party's common law obligation to mitigate any Loss or liability which might be the subject of a claim hereunder; (g) The Antev Vendors shall not be liable under this Article 5 for any Losses based upon or arising out of any inaccuracy in or breach of any of the warranties of Antev contained in this Agreement if the Purchaser had knowledge of such inaccuracy or breach prior to the Closing; (h) The Purchaser shall not be liable under this Article 5 for any Losses based upon or arising out of any inaccuracy in or breach of any of the warranties of the Purchaser contained in this Agreement if Antev had knowledge of such inaccuracy or breach prior to the Closing; (i) No Indemnifying Party shall be liable for any Loss to the extent it arises, or its value is increased, as a result of: (i) a change in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) that comes into force or otherwise takes effect after Closing; (ii) any voluntary act, omission, transaction or arrangement of the Indemnified Party (or its Affiliates including, in the case of the Purchaser, following Closing, Antev and the Antev Subsidiary) on or after Closing, except where such act, transaction, omission or arrangement was carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement, or to comply with applicable law; (iii) any voluntary act, omission, transaction or arrangement carried out at the written request of, or with the written consent of the Indemnified Party; or (iv) any change in the accounting reference date, bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities (for accounting purposes) of Antev or the Antev Subsidiary introduced after Closing (other than to the extent such changes are necessary to comply with applicable law or generally accepted accounting principles in force at or prior to Closing); (j) No Indemnifying Party shall be liable for any Loss where (and to the extent that) such Loss is based upon a contingent liability unless and until such liability becomes an actual liability, provided that the 9-month period for commencing proceedings in respect of that Loss as specified in Section 5.1 shall not begin to run until the date on which the liability in respect of such Loss ceases to be contingent or becomes quantifiable. (k) Nothing in this Agreement applies to exclude or limit any party's liability where and to the extent that a claim arises as a result of fraud. (l) No Indemnified Party shall be entitled to recover damages, obtain payment, reimbursement or restitution more than once in respect of any particular loss, shortfall, damage or breach suffered in respect of a claim under this Agreement. (m) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 5.2 or Section 5.3, as the case may be, in respect of any Losses arising from or in connection with any deductions which the Indemnified Party is permitted to make under Section 2.12 and no Indemnified Person shall be limited liable for any such Losses except to the net amount extent of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other out-of-pocket costs directly related deductions permitted to the insurance claim be made under Section 2.12 in respect of Losses) and/or any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the such 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 VIIPerson. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) Notwithstanding the foregoing, (1) no claim may be made by the Buyer Indemnitees pursuant to Section 6.2(a)(i), unless and until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a6.2(a)(i) exceeds an amount equal to two percent (2%) of the Closing Payment $100,000 (the “DeductibleBasket Amount”), at which time and thereafter, the Seller Indemnifying Party Parties shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for all Losses in excess of the Deductible. Notwithstanding Basket Amount, until the foregoing, aggregate amount of such Losses is $200,000 (the “Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsAmount”). (b2) The From and after the time that the aggregate amount of all Losses for which an in respect of indemnification under Section 6.2(a)(i) exceeds the Deductible Amount, Buyer, on the one hand, and the Seller Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as Parties, on the case may beother hand, shall not exceed bear an amount equal to fifty percent (50%) portion of the Closing Payment; provided, however, that (x) Losses until the aggregate total amount for all Losses for which any is equal to the Retention Amount; provided that the Seller Indemnifying Party Parties shall be liable solely responsible for all Losses arising from or related to Fraud committed by a Seller Indemnifying Party. (ii) The indemnification obligation of the Seller Indemnifying Parties pursuant to Section 7.2(a) 6.2(a)(i), other than a claim for indemnification arising from any breach or Section 7.3(a) as the case may be, with respect to any inaccuracy in or breach of any representation IP Representations, any Fundamental Representation, or warranty contained Fraud, shall be limited to sums held 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 agreementsIndemnity Escrow Account. (ciii) Payments by Other than for Fraud, the aggregate amount of Losses recoverable from the Seller Indemnifying Parties for IP Claims shall be limited to $20,000,000 (the “IP Cap”). (iv) Other than for Fraud, the aggregate amount of Losses recoverable from the Seller Indemnifying Parties for an Agreed Indemnity Event shall be limited to $2,000,000 (the “Agreed Indemnity Event Cap”). (v) Notwithstanding anything in the foregoing, the aggregate amount of Losses recoverable from the Seller Indemnifying Party Parties for any claim for indemnification pursuant to Section 7.2 or Section 7.3 in respect of any Losses this Agreement, including Fundamental Claims and Fraud, shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds Purchase Price (net of any costs of collection, 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 warrantyPurchase Price Cap”). (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII is ARTICLE VIII may be referred to as the “"Indemnified Party,” ", and the Party against whom such claims are asserted under this Article VII ARTICLE VIII is referred to as the “"Indemnifying Party”. ." The Parties' respective indemnification provided for in obligations under Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $100,000 (the “"Deductible”"), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing; provided, however, that the Deductible shall not apply to any claim recovery for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any an inaccuracy in or breach of any representation Fundamental Representation; and provided further, that nothing in this Agreement shall limit or warranty contained restrict any Indemnified Party's rights to maintain or recover any amounts in the Seller Fundamental Representations connection with any action or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsclaim based upon fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, shall not exceed an amount equal to fifty forty percent (5040%) of the Closing PaymentPurchase Price; provided, however, that (x) the aggregate amount foregoing limitation shall not apply to recovery 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 an inaccuracy in or breach of a Fundamental Representation; and provided further, that nothing in this Agreement shall limit or restrict any representation of the Indemnified Party's rights to maintain or warranty contained recover any amounts in connection with any action or claim based upon fraud, but in no event (other than in the case of fraud) shall the aggregate amount of all Losses paid in the aggregate by a Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not Indemnifying Party under this ARTICLE VIII 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 In no event shall any Indemnifying Party pursuant be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (d) Notwithstanding any other provision of this Agreement, any obligation of Seller to indemnify, defend and hold harmless a Buyer Indemnified Party under Section 7.2 8.02 for Losses arising from or Section 7.3 in respect relating to the occurrence of any pre-Closing products liability event shall expire if such products liability claim is not made or asserted within twelve (12) months following the Closing Date. Any Losses incurred by a Buyer Indemnified Party relating to an indemnifiable products liability claim that is made within such 12-month post-Closing period shall be satisfied solely out of proceeds received under the Products Liability Tail Policy. (e) For all purposes of this ARTICLE VIII, Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs amounts paid or payable to an Indemnified Party under any insurance policy or Contract in connection with the facts giving rise to the right of collectionindemnification hereunder, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation and each Indemnified Party shall use its reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any such insurance policy or Contract to the same extent such party would if such losses were not subject to indemnification, compensation or reimbursement hereunder prior to seeking indemnification hereunder; provided, however, that the amount deemed to be paid under such insurance policies shall be net of the deductible for such policies and determined after giving effect to any increase in premiums resulting from such claim and out-of-pocket costs directly related of collecting such insurance proceeds. If an Indemnified Party receives any of the foregoing payments with respect to the insurance claim in respect of Losses) and/or any indemnityLosses for which it has previously been indemnified, contribution or other similar payment (net of any costs or expenses) actually received by the Indemnified Party or shall promptly (and in any of its Affiliates from any Person other than event within ten (10) business days after receiving such payment) pay to the Indemnifying Party with respect an amount equal 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 notwithstandingsuch payment or, (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 VIIif it is a lesser amount, 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)previously indemnified Losses. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. (i) The Buyer representations, warranties and covenants of the Sellers, and any Purchaser Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Purchaser Indemnified Party or Seller by reason of the fact that the Purchaser Indemnified Party making or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Purchaser Indemnified Party’s waiver of any condition set forth in Article IX. (ii) For the purpose of determining whether there has been an inaccuracy in, or breach of, any representation, warranty, covenant, or agreement made by the Sellers hereunder, and for the purpose of determining the amount of Losses that are the subject matter of a claim under this Article VII is referred for indemnification by any Purchaser Indemnified Party hereunder, each representation, warranty, covenant, and agreement made by the Sellers hereunder shall be read without regard and without giving effect to the term(s) “material”, “material adverse effect”, “in all material respects”, or similar qualifiers as the if such words and surrounding related words (e.g., “Indemnified Party,” reasonably be expected to”, “could have”, “would have”, and the Party against whom similar restrictions and qualifiers) were deleted from such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. representation, warranty, covenant, or agreement. (iii) The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(b)(i) or Section 7.3(a), as the case may be, 7.02(c)(i) shall not apply unless and until (i) until the aggregate Losses finally determined to be due for which one or more Purchaser Indemnified Party (with respect to Losses under Section 7.02(b)(i)) or Seller Indemnified Party (with respect to Losses under Section 7.02(c)(i)) seeks or has sought indemnification hereunder exceeds a cumulative aggregate amount of all Losses 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 Closing Payment $25,000 (the “DeductibleBasket”), at in which time event the Indemnifying Purchaser Indemnified 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, 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 RepresentationsIndemnified Party, as applicable, shall be indemnified for the amount of Losses to the extent in excess of the Basket. (iv) The maximum amount of Losses that the Purchaser Indemnified Parties may recover with respect to (A) Section 7.02(b)(i) (for all representations other than Seller Fundamental Reps) shall not exceed any amount equal $418,400 (or, if the Milestone Stock is issued to one hundred percent (100%the Sellers, then such limit shall increase to $618,400) of the Purchase Price, and (yB) such limitation Section 7.02(b)(i) (for all representations, including Seller Fundamental Reps) and Section 7.02(b)(ii), in the aggregate, shall not exceed Four Million Dollars ($4,000,000). The maximum amount of Losses that the Seller Indemnified Parties may recover with respect to (A) Section 7.02(c)(i) shall not exceed $250,000 and (B) Section 7.02(c)(i) and Section 7.02(c)(ii), in the aggregate, shall not exceed Four Million Dollars ($4,000,000). (v) The limitations on indemnification set forth in Sections 7.02(d)(iii) and 7.02(d)(iv) shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach in the event of any covenants or agreementsFraud by the indemnifying Party. (cvi) Payments by an Indemnifying Notwithstanding anything to the contrary elsewhere in this Agreement, no Party shall be liable to any Purchaser Indemnified Party or Seller Indemnified Party, as applicable, for Losses pursuant to this ARTICLE VII to the extent such Losses constitute or include lost profits (other than any such lost profits Losses sought in connection with any breach of the Sellers’ covenants set forth in Section 7.2 6.07) or Section 7.3 any damages based upon a multiple or punitive or exemplary damages, except, solely in respect the case of any Losses punitive or exemplary damages, to the extent payable to a Third Party in a Third Party Claim for which indemnification is otherwise available pursuant to the terms of this Agreement. (vii) All indemnification amounts otherwise payable pursuant to this ARTICLE VII shall be limited to the computed net amount of any Losses that remains after deducting therefrom any insurance proceeds actually received by an Indemnified Party (net of any costs increases in premiums attributable thereto and cost of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation ). If an Indemnified Party or other out-of-pocket costs directly Third Party subsequently receives such insurance proceeds after payment by the Indemnitor of any amount related to such claim, then the Indemnified Party shall promptly pay to or at the direction of the Indemnitor the amount of such insurance claim in respect of Losses) and/or any indemnity, contribution or other similar payment proceeds subsequently received (net of any costs or expenses) actually received by all related costs, expenses and other Losses), but not more, in the Indemnified Party or any of its Affiliates from any Person other aggregate, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified paid by the Disclosure ScheduleIndemnitor. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VI is referred to as the “Indemnified Party,” and the Party party against whom such claims are asserted under this Article VII ARTICLE VI is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 6.02 and Section 7.3 6.03 shall be subject to the following limitations:: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a6.02(a) or Section 7.3(a6.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a6.02(a) or Section 7.3(a6.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $[***] (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party a Seller shall be liable pursuant to Section 7.2(a6.02(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) [***] of the Closing Payment; provided, however, that Purchase Price (xthe “Cap”). (c) the aggregate amount for all Losses for which In no event shall any Indemnifying Party shall be liable pursuant to Section 7.2(aany Indemnified Party for any punitive, incidental, consequential, special, or indirect damages, or for any damages based on loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, [***]. (d) [***]. (e) Seller shall not be liable under this ARTICLE VI for any Losses based upon or Section 7.3(a) as the case may be, with respect to arising out of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in this Agreement if Buyer [***] knowledge of such inaccuracy or breach prior to the Seller Fundamental Representations Closing. For purposes of calculating the Deductible or the Buyer Fundamental RepresentationsCap with respect to any Losses, the Deductible or Cap, as applicable, shall not exceed any amount equal to one hundred percent (100%) will be calculated as of the Purchase Price, and (y) date on which 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 Loss is payable by an the Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and the Purchase Price for purposes of its Affiliates from any Person other than the Indemnifying Party with respect such calculation will be equal 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 aggregate 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 Initial Purchase Price 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 Milestone Payment paid or other remedies provided in this Agreement payable by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 during the exercise of such set off. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising period from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or Closing Date until (and including) the transactions contemplated herebydate on which such Loss is payable; [***].

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII is referred to as the “Indemnified Party,” ”, and the Party 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 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Subject to Section 7.04(c), the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a) or Section 7.3(a7.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a7.02(a) or Section 7.3(a7.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $200,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply With respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a7.02(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations7.03(a), as applicable the case may be, the Indemnifying Party shall not be liable for any individual or breach series of any covenants or agreementsrelated Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The Subject to Section 7.04(c), the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a7.02(a) or Section 7.3(a) 7.03(a), as the case may be, shall not exceed an amount equal to fifty ten percent (5010%) of the Closing PaymentPurchase Price. (c) Notwithstanding anything in this Agreement to the contrary, the limitations on liability contained in Sections 7.04(a) and 7.04(b) for indemnification pursuant to Section 7.02(a) and Section 7.03(a) shall not apply to breaches of any Fundamental Representations, Statutory Representations and the representations contained in Sections 5.01, 5.02 and 5.04; provided, however, that an Indemnifying Party’s obligation to indemnify the Indemnified Party for such Losses shall be limited to the amount of the Purchase Price, except in the case of intentional misrepresentation or fraud as to which there shall be no limit. (xd) the The aggregate amount for of all Losses for which any Indemnifying Party Seller shall be liable pursuant to Section 7.2(a7.02(d) or Section 7.3(aand 7.02(e) 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 the amount equal to one hundred percent (100%) of the Purchase PricePrice received by Seller from Buyer, and (y) such limitation shall not apply to any claim (i) hereunder with respect to fraud, except in the case of intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsfraud as to which there shall be no limit. (ce) For the avoidance of doubt, Losses for which Seller shall be liable pursuant to Section 7.02(d): [****]. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (f) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 offclaim. (g) Except for Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Third-Loss shall be reduced by (i) an amount equal to any Tax benefit actually realized as a cash reduction to Taxes (determined on a with and without basis) in the taxable year of the Loss as a result of such Loss by the Indemnified Party claims and (ii) any recoveries actually received under Section 7.5(aan insurance policy, less the amount expended to obtain such recoveries. (h) and In no event shall any damages or lost profits that are reasonably foreseeable, no Indemnifying Party to this Agreement shall be liable to the other any Indemnified Party for specialany speculative, punitive, exemplary, incidental, consequential special or indirect damages, except to the extent recovered pursuant to a third party claim or lost profitsthat would be recoverable for breach of contract under applicable Law. (i) Each Indemnified Party shall take, loss and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of opportunity, increased financing costsany event or circumstance that would be reasonably expected to, or does, give rise to a Loss, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (j) For purposes of the calculation of Losses calculated indemnifiable pursuant to Sections 7.02(a) and 7.03(a), the representations and warranties of Seller and Buyer shall not be deemed to be qualified by reference any references to any multiple of earnings or earnings before interest, Tax, depreciation or amortization materiality (or any other valuation methodologyMaterial Adverse Effect or terms of like import), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) 8.02 or Section 7.3(a) 8.03 exceeds an amount equal to two percent (2%) of the Closing Payment $100,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoing, ; provided that the Deductible shall not apply to any claim for indemnification or limit (i) claims under Section 7.2(a) or Section 7.3(a8.02(a) with respect to any Fundamental Representation, (ii) claims under Section 8.02(b), Section 8.02(c), Section 8.03(b), or Section 8.03(c), or (iii) claims for fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, shall not exceed an amount equal to fifty percent (50%) of $2,000,000; provided that 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 foregoing limitation shall not apply to any claim or limit (i) hereunder claims under Section 8.02(a) with respect to fraudany Fundamental Representation, intentional misrepresentation or willful misconduct or (ii) claims under Section 8.02(b), Section 8.02(c), Section 8.03(b), or Section 8.03(c), or (iii) claims for breach of any covenants or agreementsfraud. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 any such claim (net of any amounts expended by the indemnification claim under Section 7.2 Indemnified Party to collect such proceeds or Section 7.3 was madepayment). Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the contrary in breach or alleged breach of this Agreement notwithstandingAgreement, (i) neither Seller shall have any right except to seek contribution from any Acquired Company with respect the extent the Indemnified Party is liable to all a third party for such damages, or diminution of value or any part damages based on any type 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)multiple. (e) The representationsEach Indemnified Party shall take, warrantiesand cause its Affiliates to take, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things reasonable steps 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 mitigate any Loss upon becoming aware of any breach of any such representationevent or circumstance that would be reasonably expected to, warrantyor does, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulegive rise thereto. (f) Payments due to Buyer Indemnified Parties Neither Parent nor Seller’s liability under this Article VII may be accomplished VIII for any Losses based upon or arising out of any inaccuracy in whole or in part, at the option breach of any of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either representations or warranties of Parent or Seller or its Affiliates by either Buyer or its Affiliates (including the Acquired Companies) under this Agreement, provided that written notice of such intent to set off is delivered to Seller reasonably contained in advance of the exercise of such set off. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall not be liable to the other Party for special, punitive, exemplary, incidental, consequential limited or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated diminished by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or knowledge obtained by Buyer during its due diligence investigation in connection with the transactions contemplated herebyby this Agreement.

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) The Notwithstanding anything to the contrary herein, (i)(x) any claim by a Parent Indemnitee against any Equityholder Indemnifying Party shall not be liable to the Indemnified arising under Section 7.1(a) and (y) any claim by a Company Indemnitee against any Parent Indemnifying Party for indemnification arising under Section 7.2(a) or Section 7.3(ashall be payable by the applicable Indemnifying Party only in the event and to the extent that the accumulated amount of the claims in respect of such Indemnifying Party’s obligations to indemnify under this Agreement shall exceed $3,000,000 in the aggregate (the “Indemnification Threshold”), and (ii) at such time as the case may be, (i) until the aggregate amount of claims in respect of the indemnity obligations of such party for breaches of representations and warranties shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount of all Losses claims for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds breaches of representations and warranties in excess of the Indemnification Threshold up to, but in no event exceeding, an amount equal to two percent (2%) of the Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The 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, shall not exceed an amount equal to fifty percent (50%) of the Closing PaymentCap; provided, however, that the Indemnifying Parties shall have no obligation to indemnify a Parent Indemnitee or Company Indemnitee, as applicable, with respect to individual Damages of less than $250,000 each (xthe “Mini Basket”), and such Damages shall not be counted toward the Indemnification Threshold; provided, further, that the Indemnification Threshold and the Mini Basket shall not apply to Damages to the extent that the same arise out of or relate to a breach of any of the Fundamental Representations and Warranties or fraud. (b) Except with respect to claims that are brought based upon a breach of the aggregate amount Fundamental Representations and Warranties or fraud, the cumulative indemnification obligations of the Equityholder Indemnifying Parties for all Losses indemnification pursuant to Section 7.1(a) and (c) of this Agreement, on the one hand, and the Parent Indemnifying Parties for which any Indemnifying Party shall be liable indemnification pursuant to Section 7.2(a) or Section 7.3(aand (c) as of this Agreement, on 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 applicableother hand, shall not exceed any the Cap. Notwithstanding anything to the contrary set forth in this Agreement, an Equityholder Indemnifying Party’s maximum aggregate liability in respect of claims for indemnification for breaches of the Fundamental Representations and Warranties shall not, absent fraud, exceed the amount equal to one hundred percent (100%) of that Equityholder Indemnifying Party’s Pro Rata Portion multiplied by the Final 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 The cumulative indemnification obligations of the Equityholders under Section 7.1(a) and (c) (other than to the extent arising out of or related to breach of any of the Fundamental Representations and Warranties or fraud) shall be recoverable solely from the Indemnification Escrow Amount (as shall be reduced from time to time to reflect payments, if any, made from time to time in accordance with the terms and conditions of this Agreement and the Escrow Agreement). All payments made from the Indemnification Escrow Amount in respect of indemnification claims, other than those based upon breaches of covenants made by an Equityholder, shall be deemed to be allocated among the Equityholders in accordance with their Pro Rata Portion. All payments made from the Indemnification Escrow Amount in respect of indemnification claims related to breaches of covenants made by any Equityholder in this Agreement shall be deemed to be allocated entirely to such Equityholder. (d) The Escrow Agreement shall provide that all remaining portions of the Indemnification Escrow Amount (less the balance of then pending indemnity claims thereunder) shall be released to the Stockholders’ Representatives, for the benefit of the Stockholders, and to the Surviving Corporation, for the benefit of the Effective Time Option Holders, on the Indemnification Escrow Release Date; provided, however, that the Escrow Agreement shall also provide that, in the event any amount is required to be paid as provided in this Section 7.5(d) after the fifth (5th) anniversary of the Closing Date, such amount shall be paid solely to the Stockholders’ Representatives, for the benefit of the Stockholders, and no amount of such payment shall be made to the Effective Time Option Holders. (e) Nothing in this Agreement will prevent any party from bringing an action based upon fraud by any other party. (f) Notwithstanding anything to the contrary contained in this Agreement, there shall be no right to indemnification from any Equityholder Indemnifying Party under this Agreement with respect to any item to the extent of the amount at which such item is reflected as a liability in the determination of the Closing Working Capital pursuant to Section 7.2 2.9 hereof. (g) To the fullest extent permitted by applicable Law, and except only for (i) any fraud by the Company, the Equityholders, Parent or Merger Sub, (ii) in the event a party hereto seeks to obtain specific performance pursuant to Section 7.3 10.11, or (iii) matters covered by Section 2.9, the indemnification provisions provided for in respect this Article VII will be the exclusive remedy for any breach of any Losses representation, warranty, covenant, or agreement contained in this Agreement. Except as set forth in this Section 7.5(g), the Company, the Equityholders, the Company Indemnitees, the Equityholder Indemnifying Parties, Parent, Merger Sub and the Parent Indemnitees shall be limited have no other or further right or remedy under this Agreement, whether in contract, tort or otherwise, or any right of rescission with respect to the net amount such matters, all of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 which are hereby waived by the Indemnified Party Company (on behalf of the Company Indemnitees) and Parent (on behalf of the Parent Indemnitees) or Merger Sub. (h) The Equityholder Indemnifying Parties will have no right of contribution from any of its Affiliates from the Parent Indemnitees with respect to any Person Damages claimed by a Parent Indemnitee. (i) No Equityholder other than the Indemnifying Party with respect Stockholders’ Representatives has any individual right to assert any claims for indemnification under this Article VII. Any and all claims for indemnification under this Article VII of the matter in respect of which Equityholders may be brought only by the indemnification claim under Section 7.2 Stockholders’ Representatives (or Section 7.3 was made. Each their successor). (j) To the extent required by Law, each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses Damages which are the subject of claims hereunder, provided, that the failure of any Indemnified Party asserts under this Article VII. (d) Anything to mitigate any Damages shall not relieve the Indemnifying Party of its obligations hereunder except to the contrary in this Agreement notwithstanding, (i) neither Seller extent it shall have any right to seek contribution from any Acquired Company with respect to all or any part of any of been materially prejudiced by 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)failure. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII ARTICLE VI is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Article VII ARTICLE VI is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 6.01 and Section 7.3 shall 6.02 will be subject to the following limitations: (a) The Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 7.2(a6.01(a) or Section 7.3(a6.02(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a6.01(a) or Section 7.3(a) 6.02(a), as the case may be, exceeds an amount equal to two percent (2%) of the Closing Payment $250,000 (the “Deductible”), at in which time event the Indemnifying Party shall will only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding ; provided, however, that the foregoing, the Deductible shall limitation contemplated by this Section 6.04(a) will not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) be applicable with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach (A) breaches of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable (B) indemnification pursuant to Sections 6.01(b) and (c) or breach Sections 6.02(b) and (c), or (C) in the event of any covenants or agreementsFraud. (b) The aggregate amount of all Losses for which an the Indemnifying Party shall will be liable to the Indemnified Party pursuant to Section 7.2(a6.01(a) or Section 7.3(a) 6.02(a), as the case may be, shall will not exceed an amount equal to fifty percent $3,230,000 (50%) of the Closing Payment“Indemnification Cap”); provided, however, that the Indemnification Cap will not be applicable with respect (xA) to breaches of the Fundamental Representations with respect to which the aggregate amount for all of Losses for which any the Indemnifying Party shall will 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 Indemnified Party will not exceed any amount equal to one hundred percent (100%) of the Purchase Price, (B) indemnification pursuant to Sections 6.01(b) and (yc) such or Sections 6.02(b) and (c), for which no limitation shall not apply to any claim (i) hereunder with respect to fraudapply, intentional misrepresentation or willful misconduct or (ii) in the event of Fraud, for breach of any covenants or agreementswhich no limitation shall apply. (c) Payments by an In no event will any Indemnifying Party pursuant be liable to Section 7.2 any Indemnified Party for any punitive, incidental, consequential, special or Section 7.3 indirect damages relating to the breach or alleged breach of this Agreement, except in the event of Fraud or to the extent actually paid to a Governmental Authority or third Person in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 a Third Party or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter in respect of Claim for 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 VIIis otherwise required. (d) Anything to Each Party agrees that in 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 event 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 an indemnification obligation under this ARTICLE VI, such Party will take and cause its Affiliates to take, or cooperate with the claim other Party, if so requested, in order to take, commercially reasonable measures to mitigate the consequences 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)the related breach. (e) The representations, warranties, covenants and agreements made herein, together with Any specific Loss for which an Indemnified Party would otherwise be entitled to indemnification under the indemnification provisions herein, are intended among other things terms of this ARTICLE VI will not be an indemnifiable Loss to allocate the economic cost and the risks inherent extent such Loss is reflected in the transactions contemplated hereby between calculation of the Parties and, accordingly, a Party shall, subject to the terms and conditions Purchase Price as finally determined in accordance with Section 1.05 of this Agreement, . No Indemnified Party will be entitled to the indemnification recover Losses or other remedies provided in this Agreement by reason of obtain any breach of any such representationpayment, warrantyreimbursement, covenant restitution or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable indemnity more than once with respect to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebysame Loss.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII VIII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Except with respect to Fundamental Representations, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i8.02(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a8.02(a) exceeds an amount equal to two percent (2%) of the Closing Payment $900,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. Notwithstanding the foregoingExcept with respect to Fundamental Representations, the Deductible shall not apply with respect to any claim for as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a) 8.02(a), the Indemnifying Party shall not be liable for any individual Loss or Section 7.3(a) series of related Losses with respect to fraud, intentional misrepresentation or willful misconduct, and to any a particular inaccuracy in or breach of any a representation or warranty contained arising out of the same event or circumstance which do not exceed $10,000 in the Seller Fundamental Representations or aggregate (which Losses shall not be counted toward the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsDeductible). (b) The Except with respect to Fundamental Representations, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal $9,000,000. With respect to fifty percent (50%) of the Closing Payment; providedFundamental Representations, however, that (x) the aggregate amount for of all Losses for which any an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(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 agreementsadjusted as provided in this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses Loss that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 Company or Enterprises if Buyer is the matter Indemnified Party) in respect of which the indemnification any such claim under Section 7.2 (net of all Losses incurred to recover such insurance proceeds or Section 7.3 was madeindemnity, contribution or similar payment). Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies for any Losses (as applicable), provided that any the Indemnified Party asserts 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 this Article VIIan insurance policy). (d) Anything Except to the contrary extent awarded to a third party in this Agreement notwithstanding, (i) neither Seller shall have any right a Third Party Claim for which the Indemnified Party is otherwise entitled 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 VIIVIII, and (ii) in no event shall any Indemnifying Party be liable for the exclusive purpose any punitive damages as a result 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)this Agreement. (e) The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things Each Indemnified Party shall take all reasonable steps to allocate the economic cost mitigate any Loss upon becoming aware of any event or circumstance that gives rise thereto and the risks inherent right to indemnification hereunder, in the transactions contemplated hereby between the Parties andeach case, accordingly, a Party shall, subject to the terms and conditions of this Agreement, extent required by applicable Law. (f) No claim for indemnification may be entitled to the indemnification or other remedies provided in this Agreement by reason of any asserted against either party for breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employeecontained herein, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (including the Acquired Companies) under this Agreement, provided that unless written notice of such intent 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 off is delivered to Seller reasonably forth in advance of the exercise of such set offSection 8.01. (g) Except for any Third-Party claims under Section 7.5(aThe limitations set forth in subclauses (a) and (b) of this Section 8.04 do not in any damages or lost profits that are reasonably foreseeable, no way limit the obligation of any Indemnifying Party to this Agreement indemnify any Indemnified Party from and against any Losses arising from any 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 indemnify the Buyer Indemnified Parties from and against all Losses for which the Buyer Indemnified Parties are entitled to indemnification under subclause (b), (c), (d), (e), (f), (g), (h), (i) or (j) of Section 8.02 shall be liable unaffected by the limitations set forth in subclauses (a) and (b) of this Section 8.04. (h) Indemnification for the matters described in Item 4 of Section 8.02(j) of the Disclosure Schedules shall be limited to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyextent set forth therein.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VIII is referred to as the “Indemnified Party,” and the Party party against whom such claims are claim is asserted under this Article VII ARTICLE VIII is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as applicable, exceeds an amount equal to two percent (2%) of the Closing Payment $50,000.00 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(aLosses (i) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to arising out of any inaccuracy in or breach of any representation Fundamental Representation, (ii) for the avoidance of doubt, arising out of or warranty contained in respect of Section 8.02(b), Section 8.02(c), Section 8.03(b) or Section 8.03(c), or (iii) resulting from fraud, willful breach or willful misconduct or intentional misrepresentation by the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsIndemnifying Party. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, shall not exceed an amount equal the Cash Consideration (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to fifty percent Losses (50%i) arising out of the Closing Payment; providedany inaccuracy in or breach of any Fundamental Representation, however(ii) arising out of or in respect of Section 8.02(b), that (x) the aggregate amount for all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(c), Section 8.03(b) or Section 7.3(a8.03(c), or (ii) as resulting from fraud, willful breach or willful misconduct or intentional misrepresentation by the case may be, Indemnifying Party. (c) For purposes of this ARTICLE VIII with respect to the calculation of any Losses, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Transferor Material Adverse Effect, Acquiror Material Adverse Effect or other similar qualification contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal otherwise applicable 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 representation or willful misconduct or (ii) for breach of any covenants or agreementswarranty. (cd) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that, promptly after the realization of any of its Affiliates from any Person insurance proceeds, indemnity, contribution or other than similar payment, the Indemnified Party shall reimburse the Indemnifying Party with respect for such reduction in Losses for which the Indemnified Party was indemnified prior to the matter in respect realization of which the indemnification claim under Section 7.2 or Section 7.3 was madereduction of such Losses). Each The Indemnified Party shall use its commercially reasonable efforts to mitigate seek recovery under applicable insurance policies or indemnity, contribution or other similar agreements for any Losses Losses; provided, however, that any the Indemnified Party asserts under this Article VII. (d) Anything to the contrary in this Agreement notwithstanding, shall have no obligation to: (i) neither Seller shall have any seek such recovery prior to making a claim for indemnification, compensation or reimbursement under this ARTICLE VIII; (ii) seek such recovery if such recovery would give such insurer or other third party a right to seek contribution from any Acquired Company of subrogation against the Indemnified Party; or (iii) obtain insurance coverage or other third party protection 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)particular matter. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII 8 is referred to as the “Indemnified Party,” and the Party party against whom such claims are asserted under this Article VII 8 is referred to as the “Indemnifying Party”. .” The indemnification provided for in Section 7.2 and Section 7.3 shall 8.2 will be subject to the following limitations: (a) The Subject to Section 8.3(d), an Indemnifying Party shall be not be liable to the an Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a8.2(a), as the case may be, (i) until the aggregate amount of all Losses for in respect of indemnification regarding which indemnification an Indemnified Party is sought claiming under Section 7.2(a) or Section 7.3(a8.2(a) exceeds an amount equal to two percent Twenty Thousand Dollars (2%$20,000.00) of the Closing Payment (the “Deductible”), at in which time event, the Indemnifying Party shall only be liable indemnify the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a) for all Losses incurred by such Indemnified Party that are in excess of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The Subject to Section 8.3(d), the aggregate amount of all Losses for which an Indemnifying Party shall will ever be liable pursuant or alleged to be liable under Section 7.2(a8.2(a) or Section 7.3(a) as the case may be, shall will not exceed an amount equal to fifty percent Two Hundred Fifty Thousand Dollars (50%$250,000.00) 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“Cap”). (c) Payments by an Indemnifying Subject to Section 8.3(d), in the event that the Indemnified Party shall require indemnification for any and all matters arising out of, relating to or connected with this Agreement and the transactions contemplated hereby, the Indemnified Party shall have the following recourse: (i) first, the Indemnified Party will pursue its right of offset set forth in Section 8.7, and (ii) second, if the Indemnified Party is not made whole pursuant to Section 7.2 or Section 7.3 in respect of any Losses 8.3(c)(i), Indemnifying Party shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 indemnify the Indemnified Party or any of its Affiliates from any Person other than the Indemnifying Party with respect for all Losses incurred by such Indemnified Party, provided such amount will not exceed all amounts Buyer paid 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 Seller pursuant to mitigate any Losses that any Indemnified Party asserts under this Article VIIAgreement after Closing. (d) Anything The limitations set forth in Section 8.3(a) and Section 8.3(c) shall not apply to claims for any misrepresentation of, inaccuracy in, or breach of Section 6.7, Section 6.8, Section 6.9, Section 6.10, Section 6.12, or any of the contrary Fundamental Representations of Seller contained in this Agreement, or for any misrepresentation of, inaccuracy in, or breach of the representations and warranties of the Company set forth in Section 3.11 of this Agreement notwithstandingor for any misrepresentation of, (iinaccuracy in, or breach of the representations and warranties of the Seller set forth in 4.10 of this Agreement. The limitations set forth in Section 8.3(a), Section 8.3(b) neither Seller and Section 8.3(c) shall have any right not apply 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 VIIclaims for fraud, and (ii) for the exclusive purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warrantyintentional misrepresentation, 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)other intentional misconduct. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The No Seller Indemnifying Party shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i8.02(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a8.02(a) exceeds an amount equal to two percent One Hundred Thousand Dollars (2%$100,000) of the Closing Payment (the “DeductibleBasket”), at in which time event the Seller Indemnifying Party Parties shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the DeductibleBasket. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 8.02(a) shall not exceed One Million Dollars ($1,000,000) (the “Cap”). (b) Buyer shall not be liable to the Seller 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, 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the Deductible 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 (i) fraud or willful or intentional misconduct or breach; (ii) any inaccuracy in or breach of any Fundamental Rep, for which the aggregate liability of the applicable Indemnifying Party(ies) shall be limited to the Purchase Price; or (iii) any inaccuracy in or breach of any Franchise Rep, for which the aggregate liability of the applicable Indemnifying Party(ies) shall be limited to Seven Million Five Hundred Thousand Dollars ($7,500,000) as of the Closing Date, which amount shall be reduced by (A) One Hundred Thousand Dollars ($100,000) per month (on the last day of each full calendar month) for the first twelve (12) months following the Closing Date; (B) One Hundred Fifty Thousand Dollars ($150,000) per month (on the last day of each full calendar month) for the next twelve (12) months following the first anniversary of the Closing Date; and (C) Three Hundred Twenty-Five Thousand Dollars ($325,000) per month (on the last day of each full calendar month) thereafter until the last day of the survival period applicable to the Franchise Reps, provided, however, that in no event shall such amount be reduced to an amount less than the Cap, and provided further that, in the event a Buyer Indemnitee makes a claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation for fraud or willful misconductor intentional misconduct or breach or any inaccuracy in or breach of any Fundamental Rep or any Franchise Rep pursuant to this ARTICLE VIII, and no further reductions to such amount shall be made until the date on which such claim for indemnification has been resolved. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of and any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party attributable thereto shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, 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 determined without regard to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representationsmateriality, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Material Adverse Effect 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 qualification contained in such representation, warranty or covenant giving rise otherwise applicable 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 No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the indemnification provisions herein, extent such Losses are intended among other things to allocate the economic cost and the risks inherent included in the transactions contemplated hereby between the Parties and, accordingly, a Party shall, subject calculation of any adjustment to the terms and conditions of this Agreement, be entitled Purchase Price pursuant to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure ScheduleSection 2.02. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII VIII is referred to as the “"Indemnified Party,” ", and the Party party against whom such claims are asserted under this Article VII VIII is referred to as the “"Indemnifying Party”". The Except in the case of fraud, the indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $50,000 (the “"Deductible”"), at in which time event the Indemnifying Party shall only be required to pay or be liable for any and all Losses. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses in excess of which do not exceed $25,000 (which Losses shall be counted toward the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a8.03(a) as the case may be, 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$1,500,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs received or expenses) actually reasonably expected to be 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement. (d) Anything Payments by an Indemnifying Party pursuant to the contrary Section 8.02 or Section 8.03 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 Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Seller’s indemnification obligations under this Article VII, and (ii) for Loss by 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)Indemnified Party. (e) The representationsIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, warrantiesincidental, covenants and agreements made hereinconsequential, together with the indemnification provisions hereinspecial or indirect damages, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andincluding loss of future revenue or income, accordingly, a Party shall, subject loss of business reputation or opportunity relating to the terms and conditions breach or alleged breach of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason diminution of value or any breach damages based on any type of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulemultiple. (f) Payments due to Buyer Each Indemnified Parties under this Article VII may be accomplished in whole or in partParty shall take, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or and cause its Affiliates by either Buyer to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or its Affiliates (circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Acquired Companies) under this Agreement, provided minimum extent necessary to remedy the breach that written notice of gives rise to such intent to set off is delivered to Seller reasonably in advance of the exercise of such set offLoss. (g) Except Seller shall not be liable under this Article VIII for any Third-Party claims under Section 7.5(a) and Losses based upon or arising out of any damages inaccuracy in or lost profits that are reasonably foreseeable, no Party to breach of any of the representations or warranties of Seller contained in this Agreement shall be liable if Buyer had knowledge of such inaccuracy or breach prior to the other Closing. (h) If Buyer is an Indemnified Party all claims for specialindemnification by the Buyer for indemnification pursuant to Section 8.02 may be satisfied, punitiveat Buyer’s option, exemplary, incidental, consequential through offset against the Installment Payment Note or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from through the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyDeferred Payment Note.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under Anything in 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 7 to the following limitationscontrary notwithstanding: (ai) The Indemnifying Party except in the case of Fraud on the part of any Seller or the Company, no Losses shall not be liable recoverable by the Buyer Indemnified Persons pursuant to the Indemnified Party for indemnification under provisions of Section 7.2(a7.1(a)(i) or the Seller Indemnified Persons pursuant to the provisions of Section 7.3(a7.1(b)(i), as the case may be, in respect of breaches of representations and warranties (iother than the representations and warranties set forth in Sections 3.1 (Organization; Authority; Due Execution), 3.5 (Capitalization), 3.20 (Brokers), 4.1 (Organization; Authority; Due Execution), and 4.5 (Brokers) (collectively, the “Fundamental Representations”), until such time as the aggregate total amount of all Losses for which indemnification is sought under Section 7.2(a) that have been incurred by the Buyer Indemnified Person or Section 7.3(a) exceeds an amount equal to two percent (2%) of the Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental RepresentationsIndemnified Person, as applicable or breach of any covenants or agreements. (b) The 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, shall not exceed an amount equal to fifty exceeds one percent (501%) of the Closing Payment; provided, however, that (x) Purchase Price in the aggregate amount for all Losses for (in which any Indemnifying Party shall be liable pursuant to Section 7.2(a) case the Buyer Indemnified Person 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 RepresentationsIndemnified Person, as applicable, shall not exceed any amount equal be entitled to one hundred percent seek compensation for all such Losses, subject to the other clauses of this Article 7); (100%ii) except in the case of Fraud, no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 7.1(a)(i) or the Seller Indemnified Parties pursuant to the provisions of Section 7.1(b)(i), as the case may be (other than the Fundamental Representations) in excess of the Purchase PriceIndemnity Escrow Amount; (iii) no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) or the Seller Indemnified Persons pursuant to Section 7.1(b)(i) as it relates to Fundamental Representations in excess of the Closing Consideration actually paid to the Founder Sellers; furthermore, indemnifiable Losses of the Buyer Indemnified Persons pursuant to Section 7.1(a)(i) as it relates to Fundamental Representations in excess of available Indemnity Escrow Fund shall be recoverable solely from the Founder Sellers, severally and not jointly, in accordance with their Founder Pro Rata Shares; (yiv) such limitation No Seller shall not apply have an obligation to any claim indemnify the Buyer Indemnified Persons for Losses resulting from: (i) hereunder with respect to fraudany breach of a representation or warranty in Article 3 of another Seller, intentional misrepresentation or willful misconduct or (ii) for any breach of any covenants covenant or agreementsagreement of another Seller contained in this Agreement or (iii) any Fraud by another Seller. (cv) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 no Founder Seller shall have any right to seek of contribution from any Acquired against the Company with respect to all or any part breach by the Company 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 its representations, warranties, covenants or agreements and agreements made hereinfrom and after the Closing, together the Company shall have no obligation with the indemnification provisions hereinrespect to breaches of representations, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties andwarranties, accordingly, a Party shall, subject to the terms and conditions of this Agreement, be entitled to the indemnification covenants or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Scheduleagreements. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article ARTICLE VII is also referred to herein as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The right of the Buyer Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of any Seller or on the part of the Company prior to the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. The right of the Seller Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of Buyer or on the part of the Company after the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. No current or former member, shareholder, board member, officer, employee, Affiliate or advisor of the Company or Seller (solely in their capacity as such) shall have any liability of any nature to Buyer or any Affiliate of Buyer with respect to any breach of any representation, warranty, covenant, agreement or obligation contained in, or any other breach of, this Agreement. (b) No Indemnifying Party shall not be liable to the an Indemnified Party for indemnification under Section 7.2(a7.02(a) or Section 7.3(a7.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a7.02(a) or Section 7.3(a7.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment CHF 300,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of the Deductible. With respect to any claim as to which an Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed CHF 15,000 (which Losses shall not be counted toward the Deductible). Notwithstanding the foregoing, the Deductible limitations set forth in this Section 7.04(b) shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) Losses based upon, arising out of, with respect to fraud, intentional misrepresentation or willful misconduct, and to by reason of any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental RepresentationsSection 3.01, as applicable or breach of any covenants or agreementsSection 3.03(c), Section 3.21, Section 4.01, Section 4.04 and Section 4.05. (bc) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a7.02(a) or Section 7.3(a) 7.03(a), as the case may be, shall not exceed an amount equal to fifty twelve and one-half percent (5012.5%) of the Closing Payment; provided, however, that (x) the Purchase Price. The aggregate amount for of all Losses for which any an Indemnifying Party shall be liable pursuant to Section 7.2(a) 3.01, Section 3.03(c), Section 3.21, Section 4.01, Section 4.04 or Section 7.3(a) 4.05, 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. (cd) Payments by an Indemnifying Party pursuant to Section 7.2 or 7.02 and Section 7.3 7.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and any indemnity, contribution or other similar payment (net of any costs or expenses) actually received by the an Indemnified Party (or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter Company) in respect of which the indemnification claim under Section 7.2 or Section 7.3 was madeany such claim. Each Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification 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)Agreement. (e) The representations, warranties, covenants Payments by an Indemnifying Party pursuant to Section 7.02 and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent Section 7.03 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 respect of any breach of Loss shall be reduced by an amount equal to any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce Tax benefit actually realized as a remedy knew or had reason to know result of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified Loss by the Disclosure Scheduleeach Indemnified Party. (f) Payments due In no event shall any Indemnifying Party be liable to Buyer any Indemnified Parties under this Article VII may be accomplished in whole Party for any punitive, incidental, consequential, special or in partindirect damages, at including loss of future revenue or income, loss of business reputation or opportunity relating to the option breach or alleged breach 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 (including the Acquired Companies) under this Agreement, provided that written notice or diminution of value or any damages based on any type of multiple, except to the extent such intent damages are actually awarded to set off is delivered to Seller reasonably in advance of the exercise of such set offa Governmental Authority or other third party. (g) Except for Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Third-Party claims under Section 7.5(a) and Loss upon becoming aware of any damages event or lost profits circumstance that are would be reasonably foreseeableexpected to, no Party to this Agreement shall be liable or does, give rise thereto, including incurring costs only to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference minimum extent necessary to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from remedy the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating breach that gives rise to this Agreement or the transactions contemplated herebysuch Loss.

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) The Indemnifying Party Nothing in this Agreement shall not be liable deemed ------------------- to the Indemnified Party require any Transferring Entity to indemnify any TowerCo Indemnitee for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount in respect of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) any of the Closing Payment (Real Estate Representations. Without limiting the “Deductible”), at which time the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess generality of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) sole remedies of TowerCo or Section 7.3(a) with CCIC in respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or of a breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental RepresentationsReal Estate Representation by any Transferring Entity shall be to cause (i) such Transferring Entity to continue to use reasonable efforts to cure such breach, as contemplated by Section 4.6, until the Final Closing Date, or (ii) the Site as to which such Real Estate Representation is breached to be a Maintained Site (or, at the applicable Transferring Entity's election, an Excluded Site) or breach to defer the Closing of such Site to a later Closing Date, provided that the failure of any covenants such deferred Site to become an Included Site or agreementsMaintained Site on or prior to the Final Closing shall not constitute a default under this Agreement or give CCIC or TowerCo any remedy. (b) The aggregate amount of all Losses for which an Indemnifying Party Notwithstanding anything to the contrary contained herein, no Transferring Entity shall be liable pursuant have any obligation under this Section 12 to Section 7.2(a) or Section 7.3(a) as the case may be, 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, TowerCo Indemnitees with respect to any inaccuracy in or the breach of any representation representations, warranties, covenants or warranty contained in agreements by BMI, unless, until and only to the Seller Fundamental Representations or extent that the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal to one hundred percent aggregate of all TowerCo Indemnified Losses from all such breaches exceeds on a cumulative basis $10,000,000 (100%) of the Purchase Price"Deductible Amount"), and (y) then only to the extent of 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 agreementsexcess amount. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 Anything in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Agreement to the contrary notwithstanding, in no event shall any Transferring Entity be liable under this Agreement notwithstanding, (i) neither Seller shall have for any right indemnification obligation pursuant to seek contribution from any Acquired Company with respect to all or any part this Section 12 in excess of any of such Seller’s indemnification obligations under this Article VII, and (ii) for the exclusive purpose of determining the aggregate amount of the Losses resulting from a breach or inaccuracy Cash Consideration having been paid to such Transferring Entity as 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 date on which the claim of indemnity hereunder shall in each case be disregarded and without effect for indemnification arose (as if such standard or qualification were deleted from such representation or warrantythe "Maximum Indemnification"). (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 6.2 and Section 7.3 6.3 shall be subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the Indemnified Party Purchaser Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i6.2(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a6.2(a) exceeds an amount equal to two percent (2%) $200,000, exclusive of the Closing Payment claims or groups of related claims for Losses not exceeding $10,000 (the “Deductible”), at in which time case the Indemnifying Party Sellers shall only be liable under Section 6.2(a) only for such Losses that exceed the Deductible. The Purchaser shall not be liable to Seller Indemnitees for indemnification under Section 7.2(a6.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.3(a) exceeds the Deductible, in which case the Purchaser shall be liable under Section 6.3(a) only for such Losses that exceed the Deductible. (b) The Purchaser Indemnitees shall not be entitled to indemnification pursuant to Section 6.2(a) with respect to aggregate Losses in excess of an amount equal to $4,350,000 (the “General Cap”). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to Section 6.2(b) or Section 7.3(a6.2(c) for with respect to aggregate Losses in excess of an amount equal to $43,500,000. Seller Indemnitees shall not be entitled to indemnification pursuant to Section 6.3(a) with respect to aggregate Losses in excess of the DeductibleGeneral Cap. Notwithstanding the foregoing, the Deductible Seller Indemnitees shall not apply be entitled to any claim for indemnification under pursuant to Section 7.2(a6.3(b) or Section 7.3(a6.3(c) with respect to aggregate Losses in excess of an amount equal to $43,500,000. (c) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, there shall be no deductible, cap or other limitation or restriction on, and nothing herein shall impair, any claim based upon fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (bd) The aggregate Purchaser Indemnitees will not be indemnified, and the Sellers will have no liability hereunder, for (i) any Losses to the extent of any amount with respect thereto that is set forth on the Closing Statement, the Closing Payoff Certificate or Section 2.5(b) of the Disclosure Schedule and taken into account as a deduction in determining the Closing Cash Consideration or (ii) any Losses constituting punitive damages except to the extent actually awarded to a third party. (e) The amount of all any Losses for which an Indemnifying Party indemnification is provided under Section 6.2 or Section 6.3 shall be liable pursuant reduced by (i) any amounts that are actually recovered by the Indemnified Party from any third party with respect to Section 7.2(asuch Losses and (ii) any insurance proceeds or Section 7.3(a) as the case may be, shall not exceed other cash receipts or source of reimbursement that are actually received by an amount equal Indemnified Party with respect to fifty percent such Losses (50%) net of the Closing Paymentreasonable costs of recovery or collection and any retention or deductible related to an insurance claim in respect of Losses thereof); 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 no 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 obligation to claim, seek contribution from or otherwise obtain any Acquired Company with respect to all such third party recoveries 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 insurance proceeds or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking reimbursement to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulewhich it may be entitled. (f) Payments due With respect to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at any claim brought by a the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed Purchaser Indemnitee against any Seller relating to either Seller or its Affiliates by either Buyer or its Affiliates (including the Acquired Companies) under this Agreement, provided that written notice the Sellers expressly waive any right of such intent to set off is delivered to Seller reasonably in advance of subrogation, contribution, advancement, indemnification or other claim against any the exercise of such set off. (g) Except for any Third-Purchaser Indemnified Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference with respect to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or amounts owed by any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from Seller to any the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyPurchaser Indemnitee.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII is referred to as the “Indemnified Party,” ”, and the Party 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 7.02 and Section 7.3 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a7.02(a) or Section 7.3(a7.03(a), as the case may be, (i) until only to the extent the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a7.02(a) or Section 7.3(a7.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $2,800,000 (the “DeductibleBasket”), at in which time event, the Indemnifying Party shall only be required to pay or be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses that, in the aggregate, are in excess of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreementsBasket. (b) The aggregate amount of all Losses for which an An Indemnifying Party shall be liable Party’s obligations pursuant to Section 7.2(a7.02(a) or Section 7.3(a) as the case may be7.03(a), 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 Losses shall not exceed, in the Seller Fundamental Representations aggregate, $46,875,000. An Indemnifying Party’s obligations pursuant to Section 7.02 or the Buyer Fundamental RepresentationsSection 7.03, as applicablethe case may be, with respect to any Losses shall not exceed any amount equal to one hundred percent (100%) of exceed, in the aggregate, the Aggregate Purchase Price, and (y. The limitations described in this Section 7.04(b) such limitation shall not apply to any claim (i) hereunder with respect to fraud, in the case of fraud or intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsmisrepresentation. (c) Payments by an Indemnifying Party pursuant to Section 7.2 7.02 or Section 7.3 7.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of and any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation indemnity 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 an Affiliate of such Indemnified Party) that is directly related to any such claim (net of its Affiliates any deductible, costs of the Indemnified Party to collect such payments proceeds and any increase in insurance premiums arising directly 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 madesuch claim). Each The Indemnified Party shall use commercially reasonable best efforts to mitigate recover under insurance policies for any Losses that any Indemnified Party asserts for which it is seeking indemnification under this Article VIIAgreement. (d) Anything In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential (except to the contrary in this Agreement notwithstandingextent such damages are reasonably foreseeable from the event causing the indemnifiable damages hereunder) or special damages, (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 except to the claim of indemnity hereunder shall extent paid to a third party in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty)connection with a Third-Party Claim. (e) The representations, warranties, covenants and agreements made herein, together with For 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 purposes of this AgreementArticle VII, be entitled in determining the amount of Losses arising from or relating to the indemnification any breach of or other remedies provided inaccuracy in any representation or warranty in this Agreement by reason or any Sub-Agreement (but not for purposes of any determining whether such a breach of any or inaccuracy occurred), all materiality and Material Adverse Effect qualifiers will be ignored and each such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking representation and warranty will be read and interpreted without regard to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedulequalifier. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable In addition to the other Party for speciallimitations contained in this Section 7.04, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference Buyer shall act in a commercially reasonable manner with respect to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (environmental matter for which the Company or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, Company Group Party is obligated to indemnify Buyer Indemnitees and whether or shall respond to such matters as though they were not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating subject to this Agreement or the transactions contemplated herebyindemnification under Section 7.02.

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 8.2 and Section 7.3 8.3 shall be subject to the following limitations: (a) The Indemnifying Party Seller and the Principals shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i8.2(a) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a) or Section 7.3(a8.2(a) exceeds an amount equal to two percent (2%) of the Closing Payment $80,000.00 (the “DeductibleBasket”), at in which time event Seller and the Indemnifying Party Principals shall only be required to pay or be liable for such Losses from the first dollar. (b) The Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 7.2(a8.3(a) or Section 7.3(a) for until the aggregate amount of all Losses in excess respect of the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a8.3(a) or Section 7.3(a) with respect to fraudexceeds the Basket, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or which event the Buyer Fundamental Representations, as applicable Parties shall be required to pay or breach of any covenants or agreementsbe liable for all such Losses from the first dollar. (bc) The aggregate amount of all Losses for which an Indemnifying Party (as defined below) shall be liable pursuant after giving effect to Section 7.2(a8.4(a) or Section 7.3(a) 8.4(b), as the case may be, shall not exceed an amount equal the Purchase Price. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.4(a), Section 8.4(b) and Section 8.4(c) shall not apply to fifty percent (50%) of the Closing Payment; providedLosses based upon, 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 bearising out of, with respect to or by reason of intentional fraud or any inaccuracy in or breach of any Fundamental Representation. (e) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 in respect of any 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 similar payment received or reasonably expected to be received by the Indemnified Party in respect of 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. (f) For purposes of this Article 8, 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 be determined without regard to any claim (i) hereunder with respect to fraudmateriality, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 Material Adverse Effect 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 qualification contained in such representation, warranty or covenant giving rise otherwise applicable 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement Neither the Seller nor the Principals shall be liable to the other any Buyer Party for special, punitive, exemplary, incidental, consequential any claim for loss or indirect damages, or lost profits, loss damage in respect of opportunity, increased financing costs, or Losses calculated a warranty which is recoverable by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (the Buyer Parties or any other valuation methodology)Affiliate of the Buyer, whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyunder a policy of insurance.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) No Buyer Indemnitee seeking indemnification pursuant to Section 9.02(a) shall make any claim for, or be entitled to, indemnification from any Seller Indemnifying Party with respect to a matter involving less than $10,000 (the “De Minimis Amount”) of Losses arising out of a single occurrence. The Seller Indemnifying Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 9.02(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of indemnification under Section 9.02(a) exceeds $150,000 (the “Basket”), in which 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 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 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 Section 9.05(b). (b) No Seller Indemnitee seeking indemnification pursuant to Section 9.03(a) shall make any claim for, 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 Seller 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, in which event Buyer shall be required to pay for only such Losses exceeding the Basket. Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.03(a) shall not exceed an amount equal to the Cap, absent fraud or willful misrepresentation. (c) Notwithstanding 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 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) determining 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, nonperformance or other breach of any covenant exists, and (ii) 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 Seller Indemnified limitations shall be disregarded. (f) The Party making a claim under this Article VII IX is referred to as the “Indemnified Party,” ”, and the Party against whom such claims are asserted under this Article VII IX 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) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses 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 Closing Payment (the “Deductible”), at which time 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (bg) The aggregate amount of all Losses for which If after Closing, an Indemnifying Indemnified Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, 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 obtains Knowledge of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, claim as applicable, shall not exceed any amount equal to one hundred percent (100%) of the Purchase Price, and (y) which indemnification may be sought by 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 Indemnified Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be limited to the net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collectionthis Article IX, 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 such 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 comply with applicable Law with respect to all or any part of any of obligations to mitigate 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)Losses. (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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified aggregate amount of Losses for which an Indemnifying Party or Seller Indemnified Party making a claim shall be liable 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 or Section 7.3 7.3, as applicable, shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Purchaser Indemnified Party Parties for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, (iother than with respect to Fundamental Representations) until the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) in respect of the Closing Payment (the “Deductible”), at which time the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) exceeds $[***] (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 7.3(a7.2(a) for Losses in excess of shall not exceed $[***] (the Deductible. Notwithstanding “Cap”); provided that the foregoing, the Deductible Cap shall not apply to any claim breaches of Specified Representations and neither the Basket 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) Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.2(a7.3(a) or until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) with respect exceeds the Basket, in which event Purchaser shall be required to fraud, intentional misrepresentation pay or willful misconduct, and be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Purchaser shall be liable pursuant to any inaccuracy in or breach Section 7.3(a) shall not exceed the Cap; provided that the Basket nor the Cap shall apply to breaches of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (bc) The aggregate amount of all Losses for which Seller shall be liable to the Purchaser Indemnified Parties pursuant to pursuant to Section 7.2(a) in respect of breaches of Specified Representations shall not exceed $[***]. (d) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a7.2(b) as (in the case may be, 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(aSeller) or Section 7.3(a) as or Section 7.3(b) (in 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 RepresentationsPurchaser), 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII is referred to as parties hereto acknowledge and agree that 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 Sections 7.2 and Section 7.3 shall be subject to the following limitations: (a) The Indemnifying Party Other than in connection with a claim for Fraud, (i) Seller shall not be liable to the Indemnified Party Purchaser Indemnitees for an indemnification claim under Section 7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses for which indemnification is sought under Section 7.2(a) or Section 7.3(a) exceeds an amount equal to two percent (2%) in respect of the Closing Payment (the “Deductible”), at which time the Indemnifying Party shall only be liable for indemnification under Section 7.2(a) or Section 7.3(a) for Losses in excess of exceeds $400,000 (the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct“Basket”), and to any inaccuracy in or breach of any representation or warranty contained in thereafter, (ii) the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 7.2(a) or shall not exceed the Indemnification Escrow Amount (the “Cap”). (b) Other than in connection with a claim for Fraud, (i) Purchaser shall not be liable to the Seller 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, and thereafter, (ii) the aggregate amount of all Losses for which Purchaser shall be liable pursuant to Section 7.3(a) shall not exceed the Cap. (c) For the purposes of determining whether (i) any breach or inaccuracy has occurred that would entitle a party to indemnification under Section 7.2 and Section 7.3, (ii) any Loss has occurred from such breach or inaccuracy, or (iii) 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 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, shall not exceed an amount equal or paid by such third party to fifty percent (50%) another for the account or benefit of the Closing Payment; providedPurchaser Indemnitees or the Seller Indemnitees, 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 the settlement or resolution 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 no 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 representation of the representations or warranty contained in the warranties of Seller Fundamental Representations or the Buyer Fundamental RepresentationsCompanies or Purchaser, 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 net amount of any Losses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 contained 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 of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the 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 (including the Acquired Companies) under Schedules and Exhibits attached to this Agreement and the certificates delivered pursuant to this Agreement), provided that written notice of such intent to set off is delivered to Seller reasonably in advance excess of the exercise of such set offIndemnification Escrow Amount. (g) Except for Notwithstanding anything contained herein to the contrary, in no event shall Purchaser or Seller have any Third-Party claims liability under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable (other than in the case of Fraud) in excess of the Final Purchase Price. (h) Notwithstanding anything contained herein to the other Party for specialcontrary, punitive, exemplary, incidental, consequential the limitations set forth in this Section 7.4 shall not apply to or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from otherwise limit recovery otherwise available under the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated herebyR&W Policy.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party party making a claim under this Article VII ARTICLE VIII is referred to as the “Indemnified Party,” ”, and the Party party against whom such claims are asserted under this Article VII ARTICLE VIII is referred to as the “Indemnifying Party”. For purposes of this Section 8.04, the Seller Parties shall collectively be considered an “Indemnifying Party”. The indemnification provided for in Section 7.2 8.02 and Section 7.3 8.03 shall be subject to the following limitations: (a) The Except for Losses from Fundamental Representations, Section 4.11 and breach of covenants (including Section 10.01), the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.2(a8.02(a) or Section 7.3(a8.03(a), as the case may be, (i) until the aggregate amount of all Losses for which in respect of indemnification is sought under Section 7.2(a8.02(a) or Section 7.3(a8.03(a) exceeds an amount equal to two percent (2%) of the Closing Payment $50,000 (the “Deductible”), at in which time event the Indemnifying Party shall only be required to pay or 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 shall not apply to any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable or breach of any covenants or agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a8.02(a) or Section 7.3(a) 8.03(a), as the case may be, 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 Price (y“Cap”) such limitation except for Fundamental Representations which shall not apply be subject to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreementsa Cap. (c) Payments by an Indemnifying Party pursuant to Section 7.2 8.02 or Section 7.3 8.03 in respect of any Losses Loss shall be limited to the net amount of any Losses liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of collection, 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 and 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 madeany such claim. Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that any Indemnified Party asserts prior to seeking indemnification under this Article VIIAgreement; provided, however that the Indemnifying Party shall not be required to initiate litigation to recover under the applicable insurance policies. (d) Anything Except in the event of fraud or other intentional material misrepresentation, in no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the contrary in breach or alleged breach of this Agreement notwithstandingAgreement, (i) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all or diminution of value or any part damages based on any type 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)multiple. (e) The representationsEach Indemnified Party shall take, warrantiesand cause its Affiliates to take, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things commercially reasonable steps 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 mitigate any Loss upon becoming aware of any breach of any such representation, warranty, covenant event or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided circumstance that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may would be accomplished in whole or in part, at the 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 (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 any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damagesexpected to, or lost profitsdoes, loss of opportunitygive rise thereto, increased financing costs, or Losses calculated by reference including incurring reasonable costs if reasonably necessary to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating remedy a breach giving rise to this Agreement or the transactions contemplated herebyfuture Loss.