Common use of Certain Limitations Clause in Contracts

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this ARTICLE VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for obligations set forth in Section 8.02 and Section 8.03 this ARTICLE VII shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) and 7.02(d) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) thereunder exceeds $25,000.00 1,475,000 (the “BasketDeductible”), in which event Seller shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The Deductible; provided, that no individual claim by Buyer shall be asserted under Section 7.02(a) and 7.02(d) unless and until the aggregate amount of all Losses for which Seller Indemnitees shall that would be liable payable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time claim (or series of related claims) exceeds an amount equal to $75,000 (the “CapMini-Basket”) (it being understood that any such individual claims (or series of related claims) for amounts less than the Mini-Basket shall be ignored in determining whether the Deductible has been exceeded). Notwithstanding the foregoing, the Deductible and the Mini-Basket will not apply to a breach of the Fundamental Representations, Excluded Tax Matters or for Fraud. (b) Buyer shall not be liable to the Seller Indemnitees Seller’s maximum aggregate liability hereunder for any indemnification claims under Section 8.03(a7.02(a) until the aggregate amount of all Losses in and 7.02(d) (other than with respect of indemnification under Section 8.03(a) exceeds the Basketto Fundamental Representations, 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 8.03(aExcluded Tax Matters and Fraud) shall not exceed the CapIndemnity Escrow Deposit and Buyer’s sole recourse for claims under Section 7.02(a) and 7.02(d) (other than with respect to Fundamental Representations, Excluded Tax Matters and Fraud) against the Seller shall be limited to the funds in the Indemnity Escrow Account. Seller’s maximum liability hereunder for any indemnification claims under Section 7.02 shall not exceed the net proceeds of the Purchase Price actually received by Seller. (c) Notwithstanding anything else set forth Payments by an Indemnifying Party pursuant to ARTICLE VII 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 or reimbursement received by the Indemnified Party (or any Acquired Company) in respect of any such Loss. Each Indemnified Party shall use its commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent it would if such Loss were not subject to indemnification hereunder, and each Indemnified Party shall use commercially reasonable efforts to recover under indemnity, contribution or other similar agreements, or collect other reimbursements, for any Losses prior to seeking indemnification under this Agreement, except as set forth . If an Indemnified Party receives proceeds from such insurance policies or third parties in Section 8.04(d) and Section 8.09 hereofrespect of an indemnified Loss after the full amount of such indemnified Loss has been paid by the Indemnifying Person, the Escrow Share Amount held in escrow by Escrow Agent Indemnified Party shall refund to the Indemnifying Party the amount of such proceeds. To the extent that any claim for indemnification may be made against the sole R&W Insurance Policy and exclusive remedy for the Seller, the Buyer Indemnitees for all Losses for which Seller shall be liablewill pursue such claims against the R&W Insurance Policy prior to pursuing the Seller. (d) Notwithstanding In calculating the foregoingamount of any Loss hereunder, the limitations set forth amount of such Loss shall be net of any Tax benefit (including any Tax deduction, credit, offset or refund) realized by the Indemnified Party (including, whether Buyer is the Indemnified Party or the Company) by reason of the facts and circumstances giving rise to the indemnification in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, the year in which case the Losses were incurred or the immediately succeeding taxable year. To the extent that any such Tax benefit is actually realized following the date that an indemnity payment is made, then no later than thirty (30) days after the annual Tax Return has been filed that takes into account the deduction or loss generated as a result of the Losses that gave rise to such indemnity payment, the Indemnified Party shall be limited solely pay to the Seller and, provided Indemnifying Party the amount of the Tax benefits actually realized as a result of the Losses that Seller and the Seller Affiliates did not participate in or have knowledge of gave rise to such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerindemnity payment. (e) For purposes 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, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (f) The Indemnified Party shall not be entitled to recovery if the Indemnified Party has otherwise been compensated for such matter pursuant to, or the Loss was taken into account under, any other provision of this Article VIIIAgreement, so as to avoid duplication or “double counting” of the same Loss. (g) Notwithstanding anything contained elsewhere in this Agreement, the calculation items that were taken into account in the determination of the Final Purchase Price, as the case may be, or reserved against in, or taken into account in the preparation of the Financial Statements, pursuant to Section 2.06 are subject solely to the adjustment provisions set forth in Section 2.06 and accordingly shall not be subject to any claim by any Indemnified Party for indemnification pursuant to this ARTICLE VII. (h) Except for any breach of Section 4.18(i), in no event shall Seller provide any indemnification for any Loss relating to amounts that were taken into account or should have been taken into account in the determination of the Specified Indebtedness nor shall Seller provide any indemnification for any funding deficiencies, underfunding or similar liabilities relating to the Specified Plans. (i) 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(i) is solely to preclude a duplicate recovery by an Indemnified Party or recovery in excess of actual damages. (j) Upon making any indemnity payment pursuant to this Agreement, as applicable, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party or reimbursed party, as applicable, against any third party in respect of the Losses to which the payment related. The parties hereto will execute, upon request, all instruments reasonably necessary to evidence and perfect the above described subrogation rights. Neither Buyer nor any of its Affiliates shall take any action the purpose or intent of which is to prejudice the defense of any Losses as claim subject to indemnification hereunder or to induce a result third party to assert a claim subject to indemnification hereunder. Notwithstanding the foregoing, each of Seller and Buyer hereby waives, to the extent permitted under its applicable insurance policies, any inaccuracy in or breach of any representation or warranty shall be determined without regard subrogation rights that its insurer may have with respect to any materialityindemnifiable Losses. Buyer shall have no right to assert claims for indemnification with respect to any Losses that would have been covered by insurance had the Buyer maintained for the benefit of the Acquired Companies (or caused the Acquired Companies to maintain) the same insurance coverage following the Closing that was in effect for the Acquired Companies immediately prior to the Closing. (k) With respect to claims for breaches of Fundamental Representations, Material Adverse Effect Buyer shall not pursue any claims against Seller after the retention under the R&W Insurance Policy has been met unless and until the policy limit under the R&W Insurance policy has been exhausted, or other similar qualification contained in until such claims has been rejected or otherwise applicable to such representation or warrantydenied coverage under the R&W Insurance Policy.

Certain Limitations. The indemnification provided for in Section 8.02 8.01 and Section 8.03 8.02 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.01(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Seller warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.01(a) exceeds $25,000.00 150,000 (the “Basket”), in which event Seller Sellers 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 Indemnitees Sellers shall be liable pursuant to Section 8.02 8.01(a) (other than in the case of any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of any Seller or the Company) shall not exceed 100% of the Escrow Share Amount held in Escrow at that such time Purchase Price (the “Cap”). Any payment to Buyer for Losses may be made in cash or shares of Buyer Stock by Seller(s) valued at the then current market price therefor in the sole discretion of the tending Seller(s); however, should the value of the shares of Buyer Stock not be sufficient to satisfy such Losses, then the balance of such Losses shall be payable by Seller in cash. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.02(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Buyer warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.02(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 Buyer shall be liable pursuant to Section 8.03(a8.02(a) (other than in the case of any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of the Buyer) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) Error! R eference source not found. and Section 8.04(b) Error! Reference source not found. shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate any inaccuracy in or have knowledge breach of such fraud prior to the date hereofany representation or warranty in Section 4.01, solely up to the Consideration Shares actually received by the SellerSection 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.11, Section 3.13, Section 4.01, Section 4.02, Section 4.13, Section 4.16, Section 4.20, Section 4.23, Section 5.01 and Section 5.06. (ed) For purposes of this Article ARTICLE VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, none of the limitations on indemnification set forth in this Error! R eference source not found. shall apply to any indemnification claims arising out of, relating to or resulting from fraud, intentional misrepresentation, willful misconduct or criminal conduct. (f) An Indemnified Party shall not be entitled to indemnification for any punitive damages, except to the extent any such damages are payable to a third party in connection with a Third Party Claim or except in connection with any fraud, intentional misrepresentation, willful misconduct or criminal conduct. (g) The amount of any Losses for indemnification hereunder shall be calculated net of any amounts actually recovered by the Indemnified Party for such Losses under any applicable third party insurance policies (excluding self-insurance

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 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 8.02(a9.02(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of indemnification under Section 8.02(a9.02(a) exceeds $25,000.00 150,000 (the “Basket”), in which event the Seller Indemnifying Parties shall be required to pay or be liable for all only such Losses from exceeding the first dollarBasket; 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). The Subject to Section 9.04(c), the aggregate amount of all Losses for which the Seller Indemnitees Indemnifying Parties as a group shall be liable pursuant to Section 8.02 9.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time (the $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 8.03(a9.03(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all only such Losses from exceeding the first dollarBasket. The Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed an amount equal to the Cap, absent fraud or willful misrepresentation. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a)–(b) shall not apply to Losses based upon 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 out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellertherefrom. (e) For purposes of (i) determining whether or not a representation or warranty made by the Seller Parties or Buyer in this Article VIIIAgreement 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, the calculation of any Losses as a result of any inaccuracy in nonperformance or other breach of any representation 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 warranty limitations shall be determined without regard disregarded. (f) The Party making a claim under this Article IX is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. (g) If after Closing, an Indemnified Party obtains Knowledge of any claim as to which indemnification may be sought by such Indemnified Party pursuant to this Article IX, such Indemnified Party shall use commercially reasonable efforts to comply with applicable Law with respect to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable obligations to mitigate such representation or warrantyLosses.

Certain Limitations. The parties hereto acknowledge and agree that the indemnification provided for in Section 8.02 Sections 7.2 and Section 8.03 7.3 shall be subject to the following limitations: (a) Other than in connection with a claim for Fraud, (i) Seller shall not be liable to the Buyer Purchaser Indemnitees for an indemnification claim under Section 8.02(a7.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.2(a) exceeds $25,000.00 400,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from and thereafter, (ii) the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 7.2(a) shall not exceed the Indemnification Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer 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 8.03(a7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from and thereafter, (ii) the first dollar. The aggregate amount of all Losses for which Buyer Purchaser shall be liable pursuant to Section 8.03(a7.3(a) shall not exceed the Cap. (c) Notwithstanding anything else 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, except as set forth in Agreement that are the subject of indemnification under Section 8.04(d) 7.2 and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall 7.3 will be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableconsidered without regard to any materiality or Material Adverse Effect qualification. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller The Purchaser Indemnitees’ and the Seller Affiliates did not participate in or have knowledge of such fraud prior 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 date hereof, solely up R&W Policy) to the Consideration Shares actually received Purchaser Indemnitees or the Seller Indemnitees, as the case may be, or paid by such third party to another for the Selleraccount or benefit of the Purchaser Indemnitees or the Seller Indemnitees, 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) For purposes of this Article VIIINeither 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 Losses as a result 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 shall be determined without regard to any materialitywarranties of Seller or the Companies or Purchaser, Material Adverse Effect or other similar qualification as applicable, contained in this Agreement (including the Schedules and Exhibits attached to this Agreement and the certificates delivered pursuant to this Agreement), in excess of the Indemnification Escrow Amount. (g) Notwithstanding anything contained herein to the contrary, in no event shall Purchaser or Seller have any liability under this Agreement (other than in the case of Fraud) in excess of the Final Purchase Price. (h) Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4 shall not apply to or otherwise applicable to such representation or warrantylimit recovery otherwise available under the R&W Policy.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds ONE HUNDRED THOUSAND DOLLARS ($25,000.00 100,000) (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees Sellers shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time SEVEN HUNDRED EIGHTY-THREE THOUSAND THREE HUNDRED SIXTY DOLLARS ($783,360) (the “Cap”).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 be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.Cap.‌ (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraudany inaccuracy in or breach of any Sellers’ Fundamental Representation or any Buyer’s Fundamental Representation, criminal activity or willful misconductthe aggregate liability for which, in which case such Losses either Sellers’ or Buyer’s case, as applicable, shall be limited solely capped at the Purchase Price. (d) The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to this ARTICLE 8 shall be reduced, on a dollar for dollar basis, by any Tax benefits actually realized in respect of the Seller and, provided that Seller and Losses forming the Seller Affiliates did not participate in or have knowledge basis of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerclaim for recovery. (e) For purposes of this Article VIIIARTICLE 8, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty and the amount of any Loss shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 25,000 (the “Basket”), in which event Seller shall be required to only pay or be liable for all such Losses from over and above the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 9.02(a)(i) shall not exceed the Escrow Share Amount held in Escrow at that such time $5,040,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a)(i) exceeds the Basket, in which event Buyer shall be required to only pay or be liable for all such Losses from over and above the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.03(a)(i) shall not exceed the Cap. (c) Notwithstanding anything else set forth In no event will any Party be entitled to recover or make a claim for any amounts in respect of, and in no event will “Losses” be deemed to include consequential, exemplary or punitive damages, lost profits or revenues, business interruption, diminution in value and no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology will be used in calculating the amount of any Losses, except if damages are assessed against a Party using such methodology in connection with a Third Party Claim. In the event Buyer proceeds with the Closing despite ▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ obtaining actual knowledge after the date of this Agreement of a circumstance or condition pursuant to Section 6.01(a) of any breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereofSeller did not have Knowledge of such circumstance or condition prior to the date of this Agreement, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for then no Buyer Indemnitees for all Losses for which Indemnitee will have any claim or recourse against Seller shall be liablewith respect to such breach under this Article IX. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a), Section 9.04(b) and Section 8.04(b9.04(c) shall not apply to Losses based upon claims upon, arising out of fraudof, criminal activity with respect to or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result reason of any inaccuracy in or breach of any representation or warranty Fundamental Representations; provided that each Party’s obligations to indemnify the other under this Agreement shall be determined without regard in no event exceed the Purchase Price (prior to any materialityadjustments set forth in this Agreement), Material Adverse Effect unless the liability results from or arises out of fraud by either Buyer or Seller or their respective Affiliates or Representatives as finally determined by a court of competent jurisdiction, or with respect to any Excluded Liabilities which shall not be subject to any such limitation or reduce the indemnification available for any other similar qualification contained in or otherwise applicable to such representation or warrantyLosses under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 Sections 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 the Parent Shareholder Indemnitees shall be liable indemnified pursuant to Section 8.02 9.2 shall not exceed the Escrow Share Amount held in Escrow at that such time an amount equal to seventy-five million dollars $75,000,000 (the “Cap”). (b) Buyer Notwithstanding any other provision of this Agreement, Parent shall not be liable have any obligation to the Seller Indemnitees for indemnification under indemnify any Parent Shareholder Indemnitee pursuant to Section 8.03(a) 9.2, unless and until the aggregate amount of all such individual Losses in incurred or sustained by all Parent Shareholder Indemnitees with respect of to which the Parent Shareholder Indemnitees would otherwise be entitled to indemnification under Section 8.03(a9.2 exceeds five million dollars $5,000,000 (the “Threshold Amount”), and then only to the extent such Losses exceed the Threshold Amount. Only Losses that exceed an amount equal to one hundred thousand dollars $100,000 (the “Minimum Loss Amount”) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from counted towards satisfaction of the first dollar. Threshold Amount. (c) The aggregate amount of all Losses for which Buyer the Company Shareholder Indemnitees shall be liable indemnified pursuant to Section 8.03(a) 9.3 shall not exceed an amount equal to the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoingany other provision of this Agreement, the limitations set forth in Section 8.04(a) and Section 8.04(b) Parent shall not apply have any obligation to indemnify any Company Shareholder Indemnitee pursuant to Section 9.3 unless and until the aggregate amount of all such individual Losses based upon claims arising out of fraudincurred or sustained by all Company Shareholder Indemnitees with respect to which the Company Shareholder Indemnitees would otherwise be entitled to indemnification under Section 9.3 exceeds the Threshold Amount, criminal activity or willful misconduct, in which case and then only to the extent such Losses shall be limited solely to exceed the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerThreshold Amount. (e) For purposes of this Article VIII, determining the calculation amount of any Losses as that are the subject matter of a result of any inaccuracy claim for indemnification hereunder, each representation and warranty in or breach of any representation or warranty this Agreement shall be determined read without regard and without giving effect to any materialitythe terms “material”, “Material Adverse Effect Effect” or other any similar qualification contained in or otherwise applicable to qualifier, as if such words and surrounding related words were deleted from such representation or and warranty.

Certain Limitations. The indemnification provided liability of Vendor or Purchaser, as applicable, for in Section 8.02 and Section 8.03 claims under this Preliminary Agreement shall be subject to limited by the following limitationsfollowing: (a) Seller At any time after the Survival Date, (i) Vendor shall not be liable have no further obligations under this Article XVI for breaches of representations and warranties of Vendor, except for Damages with respect to which the Buyer Indemnitees Purchaser Indemnitee has given Vendor written notice prior to such date in accordance with Section 16.3 above; and (ii) the Purchaser shall have no further obligations under this Article XVI for indemnification under breaches of representations and warranties of the Purchaser, except for Damages with respect to which Vendor Indemnitee has given the Purchaser written notice prior to such date in accordance with Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)16.3. (b) Buyer Notwithstanding anything to the contrary herein, Purchaser Indemnitees shall not be liable entitled to recover Damages from Vendor pursuant to Section 16.1 unless and until the Seller Indemnitees for indemnification under Section 8.03(a) until accumulated aggregate amount of Damages in respect of any Development Company shall exceed an amount which is the equivalent of E125,000 (the "VENDOR INDEMNIFICATION THRESHOLD"); provided, however, that at such time as the aggregate amount of all Losses Damages in respect of indemnification under Section 8.03(a) exceeds the Basketindemnity obligations of Vendor shall exceed Vendor Indemnification Threshold, Vendor shall thereafter indemnify any of the Purchaser Indemnitees from all and against all Damage in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount excess of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capequivalent E10,000. (c) Notwithstanding anything else set forth to the contrary herein, in the absence of fraud or willful breach of this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent Preliminary Agreement (for which there shall be no limitation), in no event shall the sole and exclusive remedy maximum aggregate liability of Vendor in respect of any claims by the Purchaser Indemnitees against Vendor pursuant to Section Section 16.1 for Buyer Indemnitees for all Losses for which Seller shall be liableDamages suffered or incurred by any Purchaser Indemnitee in respect of any Development Company exceed the maximum amount of E80,000,000. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely anything to the Seller andcontrary contained herein, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior any claim for indemnity made by any Buyer Indemnitee relating to Taxes is subject to the date hereof, solely up to the Consideration Shares actually received by the Seller. condition that: (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.i)

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The ACZ Shareholders shall not be liable to the Buyer Indemnitees Company Indemnified Parties for indemnification under Section 8.02(a) 8.01 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 8.01 exceeds $25,000.00 (the “Basket”)50,000, in which event Seller ACZ Shareholders shall be required to pay or be liable for all such Losses from the first dollar. ; (b) The aggregate amount of all Losses for which Seller Indemnitees the ACZ Shareholders shall be liable pursuant to under Section 8.02 8.01 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”).Adjusted Purchase Price; (bc) Buyer shall not be liable The ACZ Shareholders can elect to satisfy their obligations to the Seller Indemnitees Company Indemnified Parties by surrendering Exchangeable Shares and/or Parent Shares for indemnification under Section 8.03(a) until cancellation at a value of $3.91 per share and the aggregate amount Company Indemnified Parties shall have no recourse against any other assets of all Losses in respect the ACZ Shareholders where the value of indemnification under Section 8.03(a) the securities surrendered exceeds the Basket, in Losses for which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. ACZ Shareholders are liable; (d) The aggregate amount of all Losses for which Buyer the Company shall be liable pursuant to under Section 8.03(a) 8.02 shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller Adjusted Purchase Price; and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes An Indemnified Party is not entitled to double recovery for any Losses though they may have resulted from the breach, inaccuracy, or failure to perform of more than one of the representations, warranties, covenants, or obligations of the Indemnifying Party to this Agreement or be based on different theories of liability or causes of action, including, for certainty that, no claim may be made under this Article VIII, the calculation VIII in respect of any Losses as a result of any inaccuracy amount that has been accounted for in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe Closing Working Capital.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller Parties shall not be liable required to the indemnify Buyer Indemnitees with respect to any claim for indemnification under pursuant to Section 8.02(a9.1(a) unless and until the aggregate amount of all Losses in respect of indemnification claims against the Seller Parties under Section 8.02(a9.1(a) exceeds One Hundred Seventy-Five Thousand Dollars ($25,000.00 175,000) (the “BasketThreshold Amount”), in which event the Seller Parties shall be required to pay or be liable responsible for all the amount of such Losses from back to the first dollar. The dollar provided, however, that the aggregate amount liability of all Losses for which the Seller Parties to Buyer Indemnitees shall be liable pursuant to under Section 8.02 9.1(a) shall not exceed the Escrow Share Amount held in Escrow at that such time Five Million Dollars ($5,000,000) (the “Cap”). Neither the Cap nor the Threshold Amount shall apply to indemnities for Losses relating to any Sales Tax, the representations and warranties contained in Section 2.1, 2.2, 2.8(a), 2.15 or 2.20 or any Losses to be indemnified pursuant to Section 9.1(e). (b) Except with respect to claims for indemnification based on inaccuracies in the representations and warranties contained in Section 3.1, Victory and Buyer shall not be liable required to the indemnify Seller Indemnitees with respect to any claim for indemnification under pursuant to Section 8.03(a9.2(a) unless and until the aggregate amount of all Losses in respect of indemnification claims against Victory and Buyer under Section 8.03(a9.2(a) exceeds shall exceed the BasketThreshold Amount, in which event Victory and Buyer shall be required to pay or be liable responsible for all the amount of such Losses from back to the first dollar. The ; provided, however, that the aggregate amount liability of all Losses for which Victory and Buyer shall be liable pursuant to the Seller Parties under Section 8.03(a9.2(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in any other provision of this Agreement, except the rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement or failure to fulfill any condition shall in no way be limited by the fact that a set of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach, provided that such party shall not be entitled to multiple indemnification for claims based upon the same set of facts. (d) Except as set forth in Section 8.04(d) and Section 8.09 hereof8.5, the Escrow Share Amount held The indemnity provided for in escrow by Escrow Agent this Article IX shall be the sole and exclusive remedy for of Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller andParties, provided that Seller and as the Seller Affiliates did not participate in or have knowledge of such fraud prior to case may be, after the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of Closing for any inaccuracy in or breach of any representation or warranty of the Seller Parties or Buyer, respectively, herein or any other breach of this Agreement; provided, that nothing herein shall be determined without regard to limit in any materialityway any such party’s remedies in respect of fraud, Material Adverse Effect intentional misrepresentation or omission or intentional misconduct by the other similar qualification contained party in connection herewith or otherwise applicable to such representation or warrantythe transactions contemplated hereby.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 3.01, 3.03, 3.19, 3.20 and 3.24 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $25,000.00 (760,000.00, at which point Seller will indemnify the “Basket”), in which event Seller shall be required to pay or be liable Buyer Indemnitees for all such Losses from the first dollar. The aggregate amount in excess of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)$760,000.00. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 4.01 and 4.05, or with respect to a claim for indemnification arising under Section 5.11 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $760,000.00, at which point Buyer will indemnify the Basket, in which event Buyer shall be required to pay or be liable Seller Indemnitees for all such Losses from the first dollar. The aggregate amount in excess of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$760,000.00. (c) Notwithstanding anything else set forth in The maximum amount of losses for which either party is obligated to indemnify the other pursuant to this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent Article VIII shall be $7,600,000.00 (the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding “Indemnity Cap”); provided that the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Indemnity Cap shall not apply to Losses based upon claims arising out incurred by Buyer as a result of frauda breach of Sections 3.01, criminal activity 3.12, 3.19, 3.22 and Article VI or willful misconductto Losses incurred by Seller as a result of a breach of Sections 4.01 or 4.03, in which case such Losses shall be limited solely to not exceed the Seller and, provided that Seller and Purchase Price in the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Selleraggregate. (ed) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The amount of any Losses under Section 8.02 or Section 8.03 for which Seller or Buyer, as the case may be, may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnitee or Seller Indemnitee, as the case may be (such indemnifying party, the “Indemnitor” and such Buyer Indemnitee or Seller Indemnitee, as the case may be, the “Indemnitee”), shall be reduced by (i) any Tax benefits actually realized by the Indemnitee on or prior to the date of the claim that result from or arise out of such Losses, net of any corresponding Tax costs incurred by such party and (ii) any amounts recovered by the Indemnitee under applicable insurance policies or from any other Person alleged to have responsibility. Each Indemnitor shall pursue in good faith all claims available under such third-party insurance coverage and from any Person alleged to have responsibility. If the Indemnitee receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses (which were not earlier taken into account in calculating Losses), subsequent to an indemnification payment by the Indemnitor, then the Indemnitee shall promptly reimburse the Indemnitor for any payment made or out-of-pocket expense incurred by the Indemnitor in connection with providing such indemnification payment up to the amount actually received by the Indemnitee.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Parent and Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.19, Section 3.20 and Section 3.24, together being the “Buyer Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $25,000.00 (the “Basket”)50,000, in which event Seller Parent and Seller, jointly and severally, shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount With respect to Losses relating to any listed item in the Closing Holdback Amount, only Losses in excess of all Losses the Closing Holdback Amount for which Seller Indemnitees such item shall be liable pursuant to Section 8.02 shall not exceed counted toward the Escrow Share Amount held in Escrow at that such time (the “Cap”)$50,000 basket. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.04, together being the “Seller Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds the Basket$50,000, 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereofany other provision hereunder, the Escrow Share Amount held in escrow by Escrow Agent total amount of the Seller’s indemnification obligations shall be limited to an amount that shall not exceed, in the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableaggregate, the amount of the Deferred Price Payment. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided Notwithstanding any other provision in this Agreement to the contrary, the liability of the Securities Holders or Netsmart, as the case may be, for in Section 8.02 and Section 8.03 claims under this Agreement shall be subject to limited by the following limitationsfollowing: (a) Seller Except as set forth in Section 8.3(c), no claim or claims shall not be liable asserted pursuant to the Buyer Indemnitees for indemnification under provisions of Section 8.02(a) 8.3 unless and until the aggregate amount of all such Indemnified Party’s Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 100,000 (the “Basket”). Subject to the other limitations contained herein (including, without limitation, those contained in Sections 8.8(b) and 8.8(c)), once the Basket is exceeded, the Indemnified Party shall be entitled to recover the amount of its Losses, only to the extent that such Losses exceed, and only in amounts that exceed, the Basket. For purposes of this limitation, the parties agree that, in which event Seller applying the Basket to the Securities Holders, the Losses of the Securities Holders shall be required cumulated (i.e., the Basket does not apply to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”each Security Holder on an individual basis). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the The aggregate amount of all Losses recoverable pursuant to the provisions of Article VIII by the Netsmart Indemnified Parties, and the Securities Holders’ liability for Losses in respect of indemnification under Section 8.03(a) exceeds the BasketSecurities Holders’ Indemnity Obligations, in which event Buyer shall be required limited solely and exclusively 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 8.03(a) shall not exceed the CapSecurities Holders’ Indemnity Fund. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, The aggregate amount of Losses recoverable pursuant to the Escrow Share Amount held in escrow provisions of Article VIII by Escrow Agent the Securities Holders shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablelimited to $2,100,000. (d) Notwithstanding the foregoing, the limitations set forth in No individual claim of a Netsmart Indemnified Party for indemnification (other than any such claim under Section 8.04(a) and Section 8.04(b8.11) shall not apply to be valid and assertable unless it is for Losses based upon claims arising out in an amount in excess of fraud, criminal activity or willful misconduct, $3,000 (the “Claim Threshold”) in which case event, subject to the provisions of Section 8.8(a), such Losses claim shall be limited solely paid in full, provided, however, that to the Seller andextent that individual claims are related to one another, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For they may be aggregated for purposes of this Article VIII, meeting the calculation Claim Threshold. Any individual claims that do not exceed the Claim Threshold nevertheless shall constitute Losses for the purpose of any calculating whether a party’s Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyexceed the Basket.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Other than in the case of (i) fraud or willful breach or (ii) any inaccuracy of any of the Fundamental Representations and Warranties, the Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a8.2(a) or Section 8.3(a), unless and until the aggregate amount of all Losses in respect of the indemnification under Section 8.02(aobligations exceeds One Hundred Thousand Dollars ($100,000) exceeds $25,000.00 (the “Basket”), in which event Seller the Indemnifying Party shall then be required to pay or be liable for all such Losses from in excess of $100,000. Any adjustments to the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable Purchase Price made pursuant to Section 8.02 2.5(b) or Section 2.5(c) shall not exceed be subject to or count towards the Escrow Share Amount held in Escrow at that such time (the “Cap”)Basket. (b) Buyer Other than in the case of (i) fraud or willful breach or (ii) any inaccuracy of any Fundamental Representations and Warranties, the Seller shall not be liable obligated to indemnify the Seller Indemnitees for indemnification Buyer Indemnified Parties under Section 8.03(a8.2(a) until the in an aggregate amount in excess of all Losses in respect two-thirds 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 Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapEscrow Payment. (c) Notwithstanding anything else set forth Other than in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereofthe case of fraud or willful breach, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall not be liableobligated to indemnify the Buyer Indemnified Parties under Section 8.2(a), solely with respect to the Fundamental Representations and Warranties, or under Section 8.2(b)–(g), inclusive, in an aggregate amount in excess of the Escrow Payment. (d) Notwithstanding Other than in the foregoingcase of fraud or willful breach, the limitations set forth in Section 8.04(a) and Section 8.04(b) Buyer shall not apply be obligated to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to indemnify the Seller and, provided that Seller and Indemnified Parties or the Seller Affiliates did not participate be obligated to indemnify the Seller Indemnified Parties in or have knowledge an aggregate amount in excess of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerEscrow Payment. (e) For purposes of this Article VIII, Payments with respect to any Loss shall be limited to the calculation amount of any Losses as a result Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any inaccuracy in 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. (f) For the sole purpose of determining the amount of any damages with respect to any breach of any representation representation, warranty or covenant by the Seller for purposes of indemnification under this Article 8 (and not for determining whether or not any breaches of representations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantydisregarded.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Notwithstanding anything in this Agreement to the contrary, in the absence of fraud, neither party shall indemnify or otherwise be liable to the other party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in this Agreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, in the absence of fraud, and except with respect to Aurora’s Loss attributable to matters described in Section 10.2(b), Sellers shall not be liable to Aurora in respect of any indemnification hereunder except to the Buyer Indemnitees for indemnification under Section 8.02(aextent that (i) until the aggregate amount of all Losses in respect of indemnification Aurora’s Loss (together with any Loss suffered by BlueStone under Section 8.02(athe BlueStone Purchase Agreement) exceeds Seventy Five Thousand Dollars ($25,000.00 75,000.00) (the “BasketThreshold Amount”) (and then only to the extent such Loss exceeds the Threshold Amount), ; provided that all materiality qualifications in the representations and warranties of an Indemnifying Party with respect to which event Seller the other party as Claimant shall claim Loss shall be required to pay disregarded solely for purposes of determining the occurrence of any untrue representation or be liable for all such Losses from breach of warranty and the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall Loss to be liable pursuant to Section 8.02 counted towards the Threshold Amount; and provided, further, that the foregoing shall not exceed apply to any amounts owed in connection with the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a) shall not exceed the CapPurchase Price. (c) Notwithstanding anything else set forth in this AgreementAgreement to the contrary, in the absence of fraud, and except as set forth with respect to Aurora’s Loss attributable to matters described in Section 8.04(d) and Section 8.09 hereof10.2(b), the Escrow Share Amount held in escrow by Escrow Agent Sellers shall be liable to indemnify Aurora hereunder only to the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableextent the aggregate amount of Aurora’s Loss (together with any loss suffered by BlueStone under the BlueStone Purchase Agreement) in excess of the Threshold Amount is less (in the aggregate) than One Million Dollars ($1,000,000.00) (the “Indemnity Cap”). (d) Notwithstanding any other provision of this Agreement to the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconductcontrary, in no event shall a party be entitled to indemnification for such party’s incidental, special, exemplary or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses, which case such Losses shall be limited solely to form the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerbasis for any claim for indemnification hereunder. (e) For purposes Notwithstanding any other provision of this Article VIIIAgreement to the contrary, in no event shall the calculation Threshold Amount or the Indemnity Cap apply to (i) breaches of Sellers’ representations and warranties contained in Sections 3.2 (Authorization and Binding Obligation), 3.9 (Title to Properties), 3.11 (Taxes), and 3.19 (Broker); or (ii) Sellers’ obligations with respect to any Losses Excluded Assets or Retained Liabilities. (f) In the event that Aurora, as a result of any inaccuracy in or breach of any representation or warranty Indemnifying Party, shall be determined without regard obligated to pay any Loss hereunder with respect to any materialityindemnity claim by Sellers, Material Adverse Effect as Claimant, and BlueStone shall be obligated to pay or other similar qualification contained in or otherwise applicable shall have paid a Performance Penalty pursuant to the JSA (and as defined therein) with respect to the events giving rise to such representation or warrantyLoss, then the amount of such Loss payable by Aurora shall be reduced by and to the extent of the amount of the Performance Penalty paid to Sellers less any separate damages payable to Sellers with respect to such events pursuant to the JSA.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitations:contrary, (a) Seller All representations and warranties made by any party in this Agreement or in documents and instruments delivered pursuant hereto shall not survive the Closing, but all claims made by virtue of such representations and warranties shall be made under, and subject to the limitations set forth in this Article XII. Neither party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a representation or warranty, unless notice of the Buyer Indemnitees for indemnification under Section 8.02(a) until claim is given within one year after the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Closing Date. (b) Buyer shall not be liable The right of each party 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 this Article XII 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and party’s exclusive remedy after Closing for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result suffered or incurred by such party by reason of any inaccuracy in or the other party’s breach of any representation or warranty contained in this Agreement or in any certificate, document, or instrument delivered to such party under this Agreement or the other party’s breach of any covenant or agreement contained in this Agreement or in any certificate, document, or instrument delivered to such party under the Agreement; provided, however, that Allscripts shall have the right to suspend payments under Section 3.4 in connection with any Loss and to pursue such other remedies described in Article XIII. Notwithstanding any provision hereof to the contrary, RxCentric’s liability for Losses shall be determined without regard limited in the aggregate to an amount equal to the Purchase Price, except that, if (i) no notice of a claim for Losses is given by Allscripts within six months of the Closing Date and (ii) RxCentric has dissolved and given notice to potential claimants in accordance with Section 280 of the Delaware General Corporation Law (such notices to specify that a claim must be received from potential claimants by the six month anniversary of the Closing Date), thereafter RxCentric’s liability for Losses shall be limited in the aggregate to $500,000. No claim, demand, suit or cause of action shall be brought against RxCentric under this Article XII unless and until the aggregate amount of Losses exceeds $100,000 (at which point RxCentric shall become liable for the total aggregate Losses (subject to the above limitations), and not just amounts in excess of $100,000). (c) RxCentric shall not distribute or otherwise transfer $500,000 of the Purchase Price to any materialityperson or entity prior to the first anniversary date of the Closing Date. If RxCentric shall dissolve prior to the first anniversary date of the Closing Date, Material Adverse Effect or RxCentric shall arrange for the escrow of $500,000 of the Purchase Price for a period commencing on the date of dissolution and ending on the first anniversary date of the Closing Date. Such escrow shall be established and administered pursuant to an Escrow Agreement that shall be in a form mutually agreed upon by RxCentric and Allscripts and shall provide for, among other similar qualification contained in or otherwise applicable things, the release of the escrowed amount to such representation or warrantythe former stockholders of RxCentric (on a pro rata basis) upon expiration of the escrow period if Allscripts has not given notice of a claim for Losses hereunder.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than $10,000 (the “Claim Threshold”), and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(a) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 350,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of $175,000 (the first dollar“Deductible”). The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $12,130,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than the Claim Threshold, and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(b) and (ii) 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 in excess of the first dollarDeductible. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate any inaccuracy in or have knowledge breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05(a), Section 3.25, Section 4.01, Section 4.02(a), Section 4.03, and Section 4.04, for which, together with all payments made under Section 6.03 and all other Losses payable by such fraud prior party based upon, arising out of, with respect to or by reason of any inaccuracy in, breach of, any such representations, warranties, covenants, agreements or obligations under this Agreement shall not exceed one hundred percent (100%) of the date hereof, solely up to Purchase Price in the Consideration Shares actually received by the Selleraggregate. (ed) For purposes of this Article VIII, ARTICLE VIII (including for purposes of determining the calculation existence of any Losses as a result inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential, special, indirect similar damages, except to the extent, in each case, (i) such damages are actually paid or payable by an Indemnified Party to another Person with respect to a Third-Party Claim or (ii) such damages (x) naturally and necessarily flow from the breach causing such damages and (y) were reasonably foreseeable at the time of execution of this Agreement.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. Notwithstanding any other provision of this Agreement, the indemnification provided for in Section 8.02 7.2 and Section 8.03 7.3 shall be subject to the following limitations: (a) Seller The Buyer Indemnified Parties shall not be liable entitled to the Buyer Indemnitees for indemnification under pursuant to Section 8.02(a7.2(a) until unless the aggregate amount of all Losses in with respect of indemnification under Section 8.02(a) to such Buyer’s Indemnifiable Claims exceeds $25,000.00 1,500,000.00 (the “BasketDeductible”), in which event Seller the indemnity provided for in Section 7.2(a) shall be required apply only to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 BasketDeductible; provided, in which event Buyer shall be required to pay or be liable for all such Losses from that the first dollar. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Deductible shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of from any inaccuracy in or breach of the Fundamental Representations or the Tax Representation. Without limiting the generality of the foregoing, any indemnification claim involving Losses of less than $25,000.00 shall not be entitled to indemnification under Section 7.2(a) and shall not be counted toward satisfaction of the Deductible. (b) The maximum aggregate Liability of Seller for the Buyer Indemnified Parties’ Losses with respect to Buyer’s Indemnifiable Claims pursuant to Section 7.2(a) shall not exceed an amount equal to $25,000,000.00; provided, that the foregoing limitation shall not apply to Losses arising from any inaccuracy in or breach of the Fundamental Representations or the Tax Representation. (c) The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 7.2(b) unless the aggregate amount of Losses with respect to such Buyer’s Indemnifiable Claims exceeds $2,000,000.00 (the “HC Deductible”), in which event the indemnity provided for in Section 7.2(b) shall apply only to the amount of Losses that exceeds the HC Deductible. The HC Deductible shall be determined by taking into account (i) all amounts paid by any Buyer Indemnified Party in respect of the retention or deductible required pursuant to the Representation and Warranty Policy for all claims made thereunder whether or not such claims specifically include claims for criminal Liability, criminal penalties or criminal fines plus (ii) all Losses of any Buyer Indemnified Party that in the absence of the HC Deductible would be recoverable by any Buyer Indemnified Party pursuant to Section 7.2(b). (d) The maximum aggregate Liability of Seller for the Buyer Indemnified Parties’ Losses with respect to Buyer’s Indemnifiable Claims pursuant to Section 7.2(b) shall not exceed an amount equal to $30,000,000.00 which shall be determined by taking into account (i) all amounts recovered by any Buyer Indemnified Party pursuant to the Representation and Warranty Policy for all claims made thereunder whether or not such claims specifically include claims for criminal Liability, criminal penalties or criminal fines plus (ii) all amounts paid by Seller pursuant to Section 7.2(b). (e) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds (other than proceeds from the Representation and Warranty Policy to be obtained by Buyer at Closing) or any indemnity, contribution or other similar payment, in each case, actually received by the Indemnified Party (or any of its Affiliates) in respect of any such claim (net of premium increases and collection costs relating thereto). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar Contracts for any Losses (it being agreed that if insurance or indemnification, contribution or similar proceeds in respect of such Losses are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the lesser of the indemnification payment made by the Indemnifying Party or the excess of such payments over Losses sustained by the Indemnified Party); provided, however, that no Indemnified Party shall have an obligation to seek recoveries against a Person that was a customer of Buyer or a member of the Company Group within the one (1) year period prior to such claim. (f) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by an amount equal to any net Tax benefit realized as a result of such Loss by the Indemnified Party in the tax year the Loss is incurred. For this purpose, the party entitled to indemnification shall be deemed to recognize a net Tax benefit with respect to a taxable year if, and to the extent that, the hypothetical Tax Liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for such taxable year, calculated without taking into account any Tax items attributable to the indemnifiable Loss (and, for the avoidance of doubt, without taking into account any net operating loss carryovers or carrybacks attributable to an indemnifiable Loss incurred in any prior or subsequent taxable year), exceeds the actual Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for such taxable year, calculated by taking into account any Tax items attributable to such indemnifiable Loss (including, for the avoidance of doubt, any net operating loss carryovers or carrybacks attributable to a indemnifiable Loss incurred in any prior or subsequent taxable year (determined by treating such indemnifiable Loss as the last item claimed in any prior or subsequent taxable year)). (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, special or indirect damages, or consequential damages which are not reasonably forseeable at the time of breach or alleged breach, except to the extent paid or required to be paid to a third party. (h) The Buyer Indemnified Parties shall not be entitled to indemnification with respect to any amounts that have been taken into account in connection with determining the Purchase Price, including, without limitation, amounts taken into account in determining the Closing Date Working Capital. (i) The right of a Buyer Indemnified Party to indemnification, reimbursement or other remedy for the breach or inaccuracy of any representation or warranty made by Seller shall not be determined without regard affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, with respect to the accuracy or inaccuracy of or compliance with any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyrepresentations and warranties.

Certain Limitations. The indemnification provided for in Section 8.02 7.2(a) and Section 8.03 5.9(e) shall be subject to the following limitations: (a) Seller The Sellers shall not be liable (for indemnification or otherwise) to the Buyer Indemnitees for indemnification under Section 8.02(a) Indemnified Persons until the aggregate amount of all the actual Losses in respect of indemnification claims under Section 8.02(a7.2(a) and/or Section 5.9(e) exceeds Eight Hundred Twenty Five Thousand Dollars ($25,000.00 825,000) (the “BasketThreshold”), in which event Seller event, the Sellers, as a group, shall be required to pay or be jointly and severally liable for all such Losses over and above Five Hundred Thousand Dollars ($500,000) (the “Deductible”), subject to the other limitations contained in this Article VII. Notwithstanding anything to the contrary herein, the Sellers shall not be liable (for indemnification or otherwise) to the Buyer Indemnified Persons with respect to any individual claim (or series of claims arising from the first dollar. The aggregate same or substantially similar facts or circumstances) where the amount of all actual Loss relating thereto is less than Ten Thousand Dollars ($10,000) (in each case, an “Ineligible Claim”). Amount(s) related to Ineligible Claims shall not be counted towards the Threshold or the Deductible. For purposes of adding absolute clarity hereto, the parties recognize and agree that the Sellers shall have no liability for Losses for which Seller Indemnitees (under any theory whatsoever) arising out of or related to Ineligible Claims (as provided in the immediately preceding sentence). (b) The Sellers shall not be liable pursuant (for indemnification or otherwise) to the Buyer Indemnified Persons with respect to claims under Section 8.02 shall not exceed the Escrow Share Amount held 7.2(a) and/or Section 5.9(e) for aggregate Losses in Escrow at that such time excess of Seven Million, Five Hundred Thousand Dollars ($7,500,000) (the “Cap”). (b) Buyer ; provided, however, that the Cap shall not be liable apply to breaches of the Special Representations or to the indemnity provided for in Section 5.9(e) but in both cases, shall instead be subject to a separate limit on aggregate Losses related thereto of Sixty Two Million, Five Hundred Thousand Dollars ($62,500,000) (the “Special Rep. Cap”); provided, further, that neither the Cap nor the Special Rep. Cap shall apply to any claim against an individual Seller Indemnitees for indemnification under Fraud as provided in Section 8.03(a7.4(k) until below (however, in that case, 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 Buyer shall be liable pursuant to Section 8.03(a) such claim shall not exceed the Capamount of the Purchase Price actually received by that Seller minus the amount of Losses otherwise suffered by such Seller). (c) Notwithstanding anything else set forth in Subject to the other limitations imposed by this AgreementArticle VII, except as set forth in Section 8.04(d) with respect to any claims by the Buyer Indemnified Persons (or any Person claiming through the Buyer Indemnified Persons), such claims shall first be paid and Section 8.09 hereof, satisfied from the Escrow Share Amount held in escrow Account, to the extent of any funds then remaining, and only secondarily by Escrow Agent shall be the sole Sellers on a joint and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableseveral basis. (d) Notwithstanding Any Loss incurred by the foregoing, Buyer Indemnified Persons (or Person claiming through the limitations set forth in Section 8.04(a) and Section 8.04(bBuyer Indemnified Persons) shall not apply to Losses based upon claims arising out be reduced, on a dollar-for-dollar basis, by the amount of fraudany insurance proceeds and any indemnity, criminal activity contribution or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually other similar payment received by the SellerBuyer Indemnified Persons (or the Pecos Entities) in respect of any such Loss or claim associated with such Loss. The Indemnified Party shall use commercially reasonable efforts to recover under insurance policies or indemnity, consideration or other similar agreements for Losses prior to seeking indemnification under this Agreement; provided that the Buyer Indemnified Parties shall be permitted to make a concurrent claim under this Agreement so as to preserve its rights hereunder. (e) For purposes Any Loss incurred by the Buyer Indemnified Persons shall be reduced, on a dollar-for-dollar basis, by the amount of this Article VIIIany Tax refund or reduction in the amount of Tax payable by the Buyer Indemnified Persons, the calculation Pecos Entities or any of their respective Affiliates (whether actually realized or expected to be realized) arising from the incurrence or payment of the claim giving rise to the Loss (a “Net Tax Benefit”). (f) Following the Closing, Buyer shall take, and cause its Affiliates, including the Buyer Indemnified Persons, to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring commercially reasonable costs to the extent necessary to remedy the breach that gives rise to such Loss and the failure to so mitigate will reduce, on a dollar-for-dollar basis, all Loss resulting from such failure. Without in any manner limiting the generality of the foregoing, the parties acknowledge and agree that Buyer (and the Buyer Indemnified Persons) shall have an obligation to mitigate costs and expenses associated with litigation involving a Third-Party Claim, and, as such, no cost or expense associated with prosecuting a counterclaim against any Third-Party Claim shall be recoverable hereunder (unless such counterclaim has been authorized in writing in advance of filing by the Sellers Representative, which authorization shall not be unreasonably withheld). (g) Notwithstanding any other provision contained herein, Sellers shall not be liable for any Losses as a result based upon or arising out of any inaccuracy in or breach of any representation or warranty of the Sellers or the Pecos Entities contained in this Agreement or otherwise if the Sellers Representative (who shall bear the burden of proof in connection therewith) can reasonably establish at law or in equity (on behalf of the Sellers), by a preponderance of the evidence, that Buyer’s Key Managers had Actual Knowledge of such breach on or prior to the Closing Date. Buyer hereby represents to the Pecos Entities and the Sellers that Buyer’s Key Managers do not have Actual Knowledge of a breach of any of the representations or warranties contained in Article III of this Agreement. Buyer (on its own behalf and on behalf of all Buyer Indemnified Persons) shall be determined without regard deemed to have waived, in full, any materialitybreach of any of the Pecos Entities’ and/or Seller’s representations or warranties for which the Sellers Representative (who shall bear the burden of proof in connection therewith) reasonably establishes at law or in equity (on behalf of the Sellers), Material Adverse Effect by a preponderance of the evidence that Buyer’s Key Managers had Actual Knowledge at Closing. (h) Under no circumstances shall any liability recorded on the Pecos Entities’ Financial Statements give rise to an indemnifiable Loss hereunder. (i) Sellers shall not be liable for any Losses or any indemnification for Taxes or other similar qualification contained matters attributable to Third-Party Claims arising out of or resulting from any issue, concern, inquiry, proceeding, audit, or set of circumstances brought to the attention of such third- party voluntarily by Buyer or the Buyer Indemnified Persons following Closing (or their respective Representatives). (j) Buyer (on its own behalf and on behalf of all Buyer Indemnified Persons) expressly waives any right or rights of offset, whether under common law or otherwise, and however styled or articulated, against any amount that is or may be due any Seller following the Closing. (k) Buyer (on its own behalf and on behalf of all Buyer Indemnified Persons) expressly agrees that the only claim of fraud preserved hereunder is a claim against an individual Seller for Fraud committed by that Seller in connection with the transactions contemplated by this Agreement and that, notwithstanding any other provision hereof, no Seller shall be liable for the fraud of any other Person. (l) Buyer (on its own behalf and on behalf of all Buyer Indemnified Persons) acknowledges that the provisions of this Section 7.4 were specifically bargained for between the parties and were taken into account in arriving at the Purchase Price. The Pecos Entities and the Sellers have specifically relied upon the provisions of this Section 7.4 in agreeing to the Purchase Price and in agreeing to provide the specific representations and warranties made hereunder. None of the Pecos Entities or otherwise applicable to such representation or warrantythe Sellers would have entered into this Agreement but for the inclusion of this Section 7.4.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification have no liability under Section 8.02(a9.2(a) with respect to breaches of its representations and warranties until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) Damages incurred by the Buyer Indemnified Parties exceeds $25,000.00 250,000 (the “BasketDeductible Amount”), in which event Seller shall be required to pay or be liable for all such Losses from Damages only to the first dollar. The aggregate amount extent they are in excess of all Losses for which the Deductible Amount; provided that none of the limitations in this Section 9.5(a) shall apply to (x) the Fundamental Representations, (y) Section 4.8 (Taxes) or (z) any payment obligations in respect of Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Taxes. (b) Buyer In no event shall not be liable to the Seller Indemnitees for indemnification Seller’s aggregate liability under Section 8.03(a9.2(a) until the and Section 9.2(b) exceed $13,000,000; provided that Seller’s aggregate amount of all Losses liability under Section 9.2(a) 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 a breach of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) representations and warranties other than Fundamental Representations shall not exceed the Caplesser of (x) $6,000,000 and (y) the aggregate cash consideration received by Seller within a year after the Execution Date, including any Cash Consideration received and any cash realized from the sale of any Preferred Units or Common Units within such period. (c) Notwithstanding anything else set forth For purposes of the indemnification obligations in this AgreementArticle IX only, except as set forth in Section 8.04(d) and Section 8.09 hereofdetermining the amount of any Damages in connection therewith, the Escrow Share Amount held any materiality, material adverse effect or Material Adverse Effect qualifiers in escrow by Escrow Agent such representations or warranties shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liabledisregarded. (d) The Parties are in agreement that where the same set of facts qualifies under more than one provision entitling Buyer or Seller to a claim or remedy under this Agreement, Buyer or Seller, as applicable, shall only be entitled to be indemnified once in respect of such set of facts and shall not be entitled to double recovery hereunder. Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply an Indemnified Party will be entitled to Losses based upon claims arising out seek recovery under such provisions of fraudthis Agreement that maximize its recovery (e.g., criminal activity or willful misconduct, in which case such Losses shall if particular losses would be limited solely subject to the Seller andDeductible Amount if a claim were made under one provision, provided that Seller and the Seller Affiliates did but would not participate in or have knowledge of such fraud prior be subject to the date hereofDeductible Amount if made under another provision, solely up then the Indemnified Party may seek recovery under the provision that is not subject to the Consideration Shares actually received by the SellerDeductible Amount). (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable Notwithstanding anything contained herein to the Buyer Indemnitees contrary, the maximum aggregate liability of Seller to all Purchaser Indemnified Parties taken together for indemnification all Purchaser Losses under Section 8.02(a10.1(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”), in which event Seller by Purchaser Indemnified Parties shall be required limited to pay or be liable for all such Losses from a maximum of 33?% of the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Purchase Price. (b) Buyer Notwithstanding anything contained herein to the contrary, Seller shall not be liable obligated to the Seller Indemnitees for make any indemnification payment under Section 8.03(aSections 10.1(a)(i) or 10.1(a)(iv) unless and until the aggregate Purchaser Losses sustained by Purchaser Indemnified Parties (calculated as specified in Section 10.2(a)) for all claims that meet or exceed $100,000 (the "Minimum Claim ------------- Threshold") exceed $5,000,000 (the "Deductible"), and then any indemnification --------- ---------- with respect to Purchaser Losses shall be made by Seller only to the extent that such Purchaser Losses meeting the Minimum Claim Threshold exceed the Deductible; provided that once the Deductible is satisfied, indemnification claims meeting the Minimum Claim Threshold shall be made by Seller for the full 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 each such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capclaim. (c) Notwithstanding anything else contained herein to the contrary, Purchaser shall not be obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties (calculated as specified in Section 10.2(a)) for all claims that meet or exceed $100,000 (the "Minimum Claim Threshold") exceed ----------------------- $5,000,000 (the "Deductible"), and then any indemnification with respect to ---------- Seller Losses shall be made by Purchaser only to the extent that such Seller Losses meeting the Minimum Claim Threshold exceed the Deductible; provided that once the Deductible is satisfied, indemnification claims meeting the Minimum Claim Threshold shall be made by Purchaser for the full amount of each such claim. (d) The representations and warranties of Seller contained in this Agreement shall survive for 18 months following the Closing Date or, in the case of the Hydro Assets, for 18 months following the date of transfer of such Hydro Assets; provided, however, that the representations and warranties set forth in this AgreementSections 4.6(a), except as 4.6(c) and 4.11 and the representations and warranties with respect to title contained in 4.6(b) shall survive until the expiration of the statute of limitations relating to the subject matter of such representations and warranties and that the representations and warranties set forth in Section 8.04(d4.14 shall survive until the third anniversary of the Closing Date. (e) and Section 8.09 hereof, the Escrow Share Amount held The remedies provided for in escrow by Escrow Agent shall be this Article X constitute the sole and exclusive remedy for Buyer Indemnitees claims for all Purchaser Losses or Seller Losses caused by or arising out of breach of warranty or inaccurate or erroneous representation. Such claims may be made only pursuant to Article X and only by written notice within the survival period of such representation and warranty provided for which Seller shall be liablein Section 10.2(d). (df) Notwithstanding The obligations to indemnify and hold harmless a party hereto pursuant to this Article X shall terminate when the foregoingapplicable representation and warranty terminates pursuant to Section 10.2(d); provided, the limitations set forth in Section 8.04(a) however, that -------- ------- such obligations to indemnify and Section 8.04(b) hold harmless shall not apply terminate with respect to Losses based upon claims arising out any item as to which the person to be indemnified shall have, before the expiration of fraudthe applicable period, criminal activity or willful misconduct, previously made a claim by delivering a notice (stating in which case reasonable detail the basis of such Losses shall be limited solely claim) to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerindemnifying person. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No claim for indemnification may be asserted against either Party, neither Party shall have any liability whatsoever to the Indemnified Party, for breach of any representation, warranty, covenant or agreement set forth herein, unless written notice of such claim is received by the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in Section 8.01 or Section 8.04(d). (b) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 one percent (1%) of the Purchase Price (the “BasketThreshold Amount”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar; provided, however that the Threshold Amount shall not apply with respect to a claim for indemnification based upon, arising out of or with respect to any breach of any representation and warranty set forth in Section 4.01, Section 4.02, Section 4.07, or Section 4.15. With respect to any claim as to which Buyer may be entitled to indemnification under Section 8.02(a), (i) Seller shall not be liable for any individual or series of related Losses which do not exceed $100,000, and (ii) no Losses may be claimed by Buyer to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.06 (in each case, which Losses shall not be counted toward the Threshold Amount). (c) The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 8.02(a) shall not exceed $8,000,000; provided, however that the Escrow Share Amount held limitation set forth in Escrow at that such time (the “Cap”). (bthis Section 8.04(c) Buyer shall not be liable apply with respect to the Seller Indemnitees a claim for indemnification under based upon, arising out of or with respect to any breach of any representation and warranty set forth in Section 8.03(a) until the aggregate amount 4.01, Section 4.02, Section 4.07, or Section 4.15 or to any claims arising out 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 dollarfraud. The aggregate amount of all Losses for which Buyer Seller shall be liable pursuant to Section 8.03(a8.02(d) shall not exceed $5,000,000 (which amount shall be Buyer’s exclusive source of recovery for indemnification under Section 8.02(d)). In no event shall the Cap. (c) Notwithstanding anything else set forth in maximum aggregate liability of Seller with respect to all Losses under this Agreement, except as set forth any Transaction Documents or the Transactions in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be aggregate exceed the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablePurchase Price. (d) Notwithstanding the foregoing, the limitations set forth Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out respect of fraud, criminal activity or willful misconduct, in which case such Losses any Loss shall be limited solely to the Seller andamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, provided that Seller and the Seller Affiliates did not participate in contribution or have knowledge of such fraud prior other similar payment received or reasonably expected to the date hereof, solely up to the Consideration Shares actually be received by the SellerIndemnified 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. (e) For purposes of this Article VIII, the calculation Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Losses Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (f) 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; provided that the foregoing limitation shall not apply to indemnification based on a Third Party Claim. (g) 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, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) Seller shall not be liable under this Article VIII for any Losses related to any liability that is reflected or reserved for in the Financial Statements or taken into account in the calculation of Closing Working Capital. (i) Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be entitled to indemnification with respect to any inaccuracy in or breach of any a specific representation or warranty shall be determined without regard of Seller set forth in this Agreement to the extent that any materialityof ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ has actual knowledge prior to the Closing that such representation or warranty is untrue or inaccurate, taking into account any materiality or Material Adverse Effect or other similar qualification contained qualifier in or otherwise applicable to such representation and warranty, which knowledge is based on or warrantyacquired from, in whole or in part, (i) the materials included in Seller’s electronic data room site maintained by ▇▇ ▇▇▇▇▇▇▇▇▇ on behalf of Seller or (ii) information otherwise actually received by any of Messrs. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Price in a writing or via electronic mail.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $25,000.00 25,000 (the “Basket”), in which event Seller shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $750,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIIIVII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 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 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 neither party shall have any obligation to seek to recover any insurance proceeds prior to making a claim under this Article VIII and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) 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, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Certain Limitations. The indemnification provided for in Section 8.02 Sections 7(a) and Section 8.03 7(b) shall be subject to the following limitations: (ai) Seller The aggregate of the sum of indemnification obligations of the Sellers under Section 7(b) shall not be liable limited to the Buyer Indemnitees for Common Stock constituting the Escrow Amount; provided, however, that in the case of fraud or a breach of the representations and warranties set forth in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 4(a), 4(b),4(d) and 4(l)(iii) the indemnification obligations of the Sellers under Section 8.02(a7(b) until shall be limited to the value of the entire Purchase Price as of the Closing Date. (ii) The aggregate amount of all Losses the sum of indemnification obligations of the Buyer under Section 7(c) shall be limited to the value of the Buyer Common Stock constituting the Escrow Amount, valued as of the Closing Date; provided, however, that in the case of fraud or a breach of the representations and warranties set forth in Sections 3(b)(i) - (v), the indemnification obligations of the Buyer under Section 7(c) shall be limited to the entire value of the Purchase Price as of the Closing Date. (iii) Notwithstanding anything to the contrary, with respect to any representation, warranty, undertaking, agreement or obligation of the Company, each Seller’s liability in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”), any Losses out of any breach or failure indemnified hereunder in which event Seller respect thereof shall be required limited to pay or be liable for all such Seller’s proportionate share of such Losses from determined according to the first dollaramount of Purchase Price actually received by such Seller. The aggregate amount of all Buyer hereby covenants not to make a claim against any Seller for Losses for which Seller Indemnitees shall be liable pursuant with respect to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 any breach or failure in respect of indemnification under Section 8.03(a) exceeds any representation, warranty, undertaking, agreement or obligation of the Basket, Company indemnified hereunder in which event Buyer shall be required excess of such Seller's proportionate share determined according 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares Purchase Price actually received by the such Seller. (eiv) For purposes of this Article VIIINo Party shall be entitled to recover from any other Party hereunder for the same Loss more than once. (v) Neither the Buyer nor a Seller, as the calculation of case may be, shall be entitled to indemnification for any Losses as a result of any inaccuracy in or breach of any a representation or warranty shall be determined without regard hereunder if Buyer or Seller, as applicable, had actual knowledge of such breach on or before Closing. (vi) Notwithstanding anything to the contrary, with respect to any materialityrepresentation, Material Adverse Effect warranty, undertaking, agreement or other similar qualification contained in or otherwise applicable obligation of a particular Seller hereunder, as opposed to the Company, the Seller making such representation or warranty, or subject to such undertaking, agreement or obligation, shall be solely liable in respect of any Losses indemnified hereunder in respect of any Losses arising out of any breach or failure. Buyer hereby covenants, with respect to any representation, warranty, undertaking, agreement or obligation of a particular Seller hereunder, as opposed to the Company, not to make a claim against any Seller for Losses with respect to any breach or failure in respect thereof other than against the particular Seller making such representation or warranty, or subject to such undertaking, agreement or obligation. (vii) In no event shall Losses include any special, punitive, indirect, incidental or consequential damages whatsoever.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller Indemnitors shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Thousand Dollars ($25,000.00 100,000) (the “Basket”), in which event Seller Sellers shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which the Seller Indemnitees Indemnitors shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time One Million Dollars ($1,000,000) (the “Cap”). (b) Buyer shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of fraudof, criminal activity with respect to or by reason of, (i) fraud or willful misconductor intentional misconduct or breach, (ii) any inaccuracy in or breach of any Fundamental Rep, or (iii) the Demand Claims, for which case such Losses the aggregate liability of the Seller Indemnitors under clauses (i), (ii), and (iii) shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerPurchase Price. (ed) For purposes of this Article ARTICLE VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.02. (f) The amount to which an Indemnified Party may become entitled hereunder with respect to any indemnified matter shall be reduced by the amount of insurance proceeds, if any, actually received by such Indemnified Party with respect to such indemnified matter.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller No party shall not be liable obligated to indemnify and hold harmless its respective Indemnitees under the Buyer Indemnitees for indemnification under Section 8.02(aR&W Indemnifications (i) unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Indemnitees under Section 8.02(a) such R&W Indemnifications, as the case may be, exceeds $25,000.00 2,000,000 (the “BasketDeductible”), in at which event Seller shall be required to pay or be liable for all point such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees Indemnitor shall be liable pursuant to Section 8.02 its respective Indemnitees for the value of the Indemnitee’s claims under the applicable R&W Indemnifications, for amounts in excess of the Deductible, subject to the limitations set forth in this Article IX. No party shall be obligated to indemnify and hold harmless its respective Indemnitees under the R&W Indemnities, as the case may be, for any individual Indemnifiable Loss, series of related Indemnifiable Losses, which does not exceed $50,000 (which Indemnifiable Loss(es) shall not exceed be counted toward the Deductible). Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Seller for any and all Indemnifiable Losses under Section 9.2(b)(i) shall be the Escrow Share Amount held Amount. Except in Escrow at that such time (the “Cap”case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Buyer for any and all Indemnifiable Losses under Section 9.2(c)(i), shall be $20,000,000. (b) Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Seller, on the one hand, and Buyer shall not be liable on the other hand, to the Seller their respective Indemnitees for indemnification any and all Indemnifiable Losses under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket9.2(b)(ii), in which event Buyer the case of Seller, or Section 9.2(c)(ii), in the case of Buyer, shall be required an amount equal to pay or be liable for all such Losses from one hundred percent (100%) the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapPurchase Price. (c) Notwithstanding anything else Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of any Minority Shareholder to its Indemnitees for any and all Indemnifiable Losses under Section 9.2(a)(i) shall be one hundred percent (100%) of such Minority Shareholder's Pro Rata Percentage of the Purchase Price. (d) The representations, warranties and covenants of the Seller Parties, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties of the Seller Parties set forth in herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including any of - 74 - (e) Once an Indemnifiable Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this AgreementArticle IX, except as set forth in the Indemnitor shall satisfy its obligations within ten (10) Business Days; provided, that subject to Section 8.04(d) and Section 8.09 9.7 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy of Buyer Indemnified Persons for Buyer Indemnitees for all Indemnifiable Losses for which Seller shall pursuant to Section 9.2(b)(i) (other than actions or claims based on fraud, intentional misrepresentation, intentional misconduct or intentional concealment) will be liable. (d) Notwithstanding to make a claim in respect of, and to the foregoingextent of, the limitations set forth Escrowed Funds, in accordance with the terms of Section 8.04(a2.6, this Article IX and the Escrow Agreement, and at such time that the Escrowed Funds is reduced to zero, the Buyer Indemnified Persons will have no further right to indemnification under Section 9.2(b)(i) and Section 8.04(b) shall not apply to Losses (other than actions or claims based upon claims arising out of on fraud, criminal activity intentional misrepresentation, or willful misconductintentional concealment). Any indemnification of a Buyer Indemnified Person pursuant to Section 9.2(a) or Section 9.2(b) (ii), (iii), (iv) or (v), subject to the terms and limitations herein, may be made, in which case such Losses shall be limited solely Buyer’s discretion, directly against the applicable Seller Parties or, to the Seller andextent available, provided that Seller and against the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerEscrowed Funds. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 10.2 and Section 8.03 10.3 shall be subject to the following limitations: (a) Seller The Transferors shall not be liable to the Buyer Acquiror Indemnitees for indemnification under Section 8.02(a10.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.2(a) exceeds $25,000.00 25,000 (the “Basket”), in which event Seller the Transferors shall be required to pay or be liable for all such Losses from in respect of indemnification under Section 10.2(a) in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees the Transferors shall be liable pursuant to Section 8.02 10.2(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $875,000 (the “Cap”). Except for claims based on fraud, intentional misrepresentation or intentional breach, the Transferors shall not have liability pursuant to Section 10.2 in an aggregate amount greater than the Purchase Price as finally determined pursuant to this Agreement. (b) Buyer Acquiror shall not be liable to the Seller Transferor Indemnitees for indemnification under Section 8.03(a10.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a10.3(a) exceeds the Basket, in which event Buyer Acquiror shall be required to pay or be liable for all such Losses from in respect of indemnification under Section 10.3(a) in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Acquiror shall be liable pursuant to Section 8.03(a10.3(a) shall not exceed the Cap. Except for claims based on fraud, intentional misrepresentation or intentional breach, Acquiror shall not have liability pursuant to Section 10.3 in an aggregate amount greater than the Purchase Price as finally determined pursuant to this Agreement. (c) Notwithstanding anything else set forth The Transferors shall not be liable to the Acquiror Indemnitees for indemnification under Section 10.2(e) until the aggregate amount of all Losses in this Agreementrespect of indemnification under Section 10.2(e) exceeds $150,000, except as set forth in Section 8.04(d) and Section 8.09 hereof, which event the Escrow Share Amount held in escrow by Escrow Agent Transferors shall be the sole and exclusive remedy for Buyer Indemnitees liable for all Losses for which Seller shall be liablein respect of indemnification under Section 10.2(e) in excess of $150,000. (d) Notwithstanding the foregoing, neither the limitations set forth in Section 8.04(a) and Section 8.04(b) Basket nor the Cap shall not apply to Losses any indemnification claims based upon claims upon, arising out of, with respect to, relating to or by reason of any breach of a Fundamental Representation or claims based on fraud, criminal activity intentional misrepresentation or willful misconduct, in which case such Losses shall be limited solely intentional breach or any claim with respect to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerTaxes. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Party making a claim under this Section 10.3 is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Section 10.3 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 10.1 and Section 8.03 10.2 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a10.1(a) with respect to breaches of representations and warranties until the aggregate amount of all Losses in respect of indemnification under Section 8.02(athat would be payable pursuant to such claim exceeds one million two hundred seventy-five thousand dollars ($1,275,000) exceeds $25,000.00 (the “BasketDeductible”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess thereof; provided, however, that the first dollar. The aggregate amount of all Losses for which Seller Indemnitees Sellers shall be liable pursuant to under Section 8.02 10.1(a) for breaches of representations and warranties shall not exceed the Escrow Share Amount held in Escrow at that such time an amount equal to one million two hundred seventy-five thousand dollars ($1,275,000) (the “Indemnity Cap”)) and, absent Fraud, Buyer shall only have recourse to Sellers for any such breaches up to the Indemnity Cap. Notwithstanding anything to the contrary in this Agreement, the Deductible and Indemnity Cap shall not affect or otherwise limit any claim made or available under the R&W Insurance Policy. (b) For the avoidance of doubt, any Losses suffered by the Buyer Indemnified Parties from any and all Excluded Claims shall not be liable subject to the Seller Indemnitees for indemnification under Section 8.03(a) until Deductible or the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds Indemnity Cap; provided, notwithstanding anything to 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 Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else contrary set forth in this Agreement, except as set forth the aggregate amount that shall be payable by Sellers for Excluded Claims shall in no event exceed ten percent (10%) of the Purchase Price less any amounts paid from the Escrow Amount; and, provided further, that in no event shall any Voting Trust certificate holder be liable or responsible for indemnification claims under this Agreement in an amount in excess of the portion of the Purchase Price received by such Voting Trust certificate holder. (c) Payments by an Indemnifying Party pursuant to Section 8.04(d10.1 or Section 10.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (if applicable) and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim (netted against costs or expenses incurred by the Indemnified Party in connection with such recovery), provided that this Section 8.09 hereof10.3(c) shall not apply to the R&W Insurance Policy except to the extent that the amount of insurance proceeds received by the Buyer (netted against costs or expenses incurred by the Indemnified Party in connection with such recovery) are in excess of the retention amount. The Indemnified Party shall use its commercially reasonable efforts to recover under any such insurance policies, the Escrow Share Amount held in escrow by Escrow Agent for any Losses; provided, however no Indemnified Party shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablerequired to commence or engage in litigation or initiate any other Action against any insurance carrier. (d) Notwithstanding the foregoingEach Indemnified Party shall take, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply cause its Affiliates to Losses based take, all reasonable steps to mitigate any Loss upon claims arising out becoming aware of fraudany event or circumstance that would be reasonably expected to, criminal activity or willful misconductdoes, in which case such Losses shall be limited solely give rise thereto, including incurring costs only to the Seller and, provided minimum extent necessary to mitigate the breach that Seller and the Seller Affiliates did not participate in or have knowledge of gives rise to such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerLoss. (e) For purposes of this Article VIII, the calculation The amount of any Losses indemnity provided under this ARTICLE 10, other than indemnity with respect to claims which are not subjected to the Deductible or the Indemnity Cap, shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes realized by the Indemnified Parties as a result of the Losses giving rise to such indemnity claim. (f) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not have any inaccuracy liability for any otherwise indemnifiable Loss to the extent that the matter giving rise to such Loss had been reserved for in the Company Financial Statements or breach the Closing Statement or the Buyer Indemnified Parties have been otherwise compensated through an adjustment to the Estimated Purchase Price pursuant to Section 1.4. (g) For the purposes of determining the amount of any representation or warranty Losses suffered by any Buyer Indemnified Parties, the representations, warranties and covenants of Sellers and the Company set forth in this Agreement shall be determined considered without regard to any materiality, materiality or Material Adverse Effect or other similar qualification therein. (h) Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement for any punitive or otherwise applicable exemplary damages, any multiple, consequential, special or indirect damages, and any damages for loss of future profits, revenue or income, damages based on any multiple of revenue or income, loss from diminution in value, or loss of business reputation or opportunity or statutory damages relating to the breach, except to the extent such representation damages are actually awarded to a third Person. (i) In addition to the other limitations contained in this Agreement, the Sellers obligation for Pre-Closing Taxes shall not include any Taxes (and related Losses) to the extent arising from or warrantyrelating to the Reorganization.

Certain Limitations. The party making a claim for indemnification under this Article IX is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 9.2 and Section 8.03 9.2(f) shall be subject to the following limitations: (a) Seller The Sellers shall not be liable for any Losses pursuant to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a) unless and until the aggregate amount of all Losses in respect of for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.02(a) therefor exceeds $25,000.00 50,000 (the “BasketClaim Threshold Amount”), in which event Seller case the Buyer Indemnified Parties shall be required entitled to pay or be liable indemnification for all Losses incurred by such Buyer Indemnified Parties regardless of the Claim Threshold Amount; provided, however, that the limitation set forth in this Section 9.4(a) shall not apply to Losses arising from fraud, willful misconduct or intentional misrepresentation on the first dollar. part of any Seller in connection with the transactions contemplated by this Agreement. (b) The aggregate amount of all Losses for which Seller Indemnitees the Sellers shall be liable pursuant to Section 8.02 9.2(a) shall be limited to $3,000,000, and the Holdback Amount and setoff against the Contingent Payments pursuant to Section 2.6(c) represent the sole and exclusive source of recovery for all Losses for which the Sellers shall be liable pursuant to Section 9.2(a), in each case other than Losses arising from fraud, willful misconduct or intentional misrepresentation on the part of the Company or any Seller in connection with the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, the liability of a Seller for indemnification under this Article IX shall not exceed a maximum amount equal to the Escrow Share Amount held amount actually received by such Seller under this Agreement, except in Escrow at that the case of fraud, willful misconduct, or intentional misrepresentation by such time (the “Cap”)Seller, which shall not be capped against such Seller. (bc) 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 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 8.03(a9.3(a) shall not exceed be limited to $2,000,000, other than Losses arising from fraud, willful misconduct or intentional misrepresentation on the Cappart of Buyer in connection with the transactions contemplated by this Agreement. (cd) Payments by an Indemnifying Party pursuant to Section 9.2 or Section 9.2(f) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any (i) insurance proceeds or other collateral sources of recovery, (ii) indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Company) in respect of any such claim, and (iii) net cash Tax benefit actually realized by the Indemnified Party with respect to the taxable year in which the Loss was incurred or the immediately succeeding taxable year, after deducting all related reasonable and out-of-pocket attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums. (e) Notwithstanding anything else to the contrary contained herein, the Sellers shall not be liable for any Losses related to or arising from the ability of Buyer, the Company or any of their Affiliates to utilize any Tax attribute of the Company following the Closing. (f) In no event shall any Indemnifying Party be liable to any Indemnified Party for (i) any punitive or special damages or any incidental or consequential damages that were not reasonably foreseeable or (ii) any punitive damages relating to the breach or alleged breach of this Agreement, in each case except to the extent awarded to a third party. (g) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Article IX, all of the representations and warranties set forth in this Agreement, except or any certificate or schedule, that are qualified as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent to “material,” “materiality,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for the sole and exclusive remedy for Buyer Indemnitees for all purposes of determining the amount of any Losses for which Seller shall be liableresulting from, arising out of, or relating to any such breach, inaccuracy or misrepresentation. (dh) Notwithstanding the foregoingEach Indemnified Party shall take, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply cause its Affiliates to Losses based take, all reasonable steps to mitigate any Loss upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation becoming aware of any Losses as a result of any inaccuracy in event or breach of any representation circumstance that would be reasonably expected to, or warranty shall be determined without regard to any materialitydoes, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantygive rise thereto.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitations:contrary, (a) no party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a representation, unless notice of the claim is given within eighteen months after the Closing Date; (b) the Seller shall not be required to indemnify or otherwise be liable to the Buyer Indemnitees Purchaser for indemnification under Section 8.02(a) until any breach of a representation or warranty, unless the Losses of the Purchaser from all such breaches exceed in the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds Twenty-Five Thousand Dollars ($25,000.00 (the “Basket”25,000), in which event the Seller shall be required to pay or be liable indemnify the Purchaser for all such Losses from (subject to the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 other limitations in this Agreement); (c) the Purchaser shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer shall not be required to indemnify or otherwise be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until any breach of a representation or warranty unless the Losses of the Seller from all such breaches exceed in the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketTwenty-Five Thousand Dollars ($25,000), in which event Buyer the Purchaser shall be required to pay or be liable indemnify the Seller for all such Losses (subject to the other limitations in this Agreement); (d) the Seller shall not be required to indemnify for any breach of a representation or warranty, to the extent that the Losses of the Purchaser from all such breaches exceed in the first dollar. The aggregate amount of all Losses for which Buyer shall be liable the Cash Consideration paid (but not refunded) pursuant to Section 8.03(a) shall 2.2 plus the aggregate royalties paid to the date of final determination of liability (and it is understood that such limitation does not exceed apply to the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as indemnity set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable.10.2(c)); (de) Notwithstanding the foregoing, Purchaser shall not be required to indemnify for any breach of a representation or warranty to the limitations extent that the Losses of the Seller from all such breaches exceed in the aggregate the Cash Consideration provided for in Section 2.2 (and it is understood that such limitation does not apply to the indemnity set forth in Section 8.04(a) 3.5 and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller.10.3(b)); (ef) For the amount of Losses for which a Claimant may be entitled to indemnification under this Agreement (but not the amount of Losses suffered by a Claimant for purposes of the foregoing provisions of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty Section 10.5) shall be determined without regard on an after-tax basis, after giving effect to any materialitytax benefit arising from the incurring of any Loss and any tax detriment arising from the indemnification thereof; (g) indemnification of Losses under this Agreement shall be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, Material Adverse Effect or other similar qualification contained in or otherwise but no Claimant shall have any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such representation or warrantyevent.

Certain Limitations. The indemnification Notwithstanding anything otherwise provided for in Section 8.02 and Section 8.03 shall be subject 10 or otherwise pursuant to the following limitationsthis Agreement: (a) Seller Except for Losses arising as a result of Actual Fraud, as to which the limitations of this Section 10.6(a) shall not be liable apply, KEG will not have any obligation to the Buyer Indemnitees for indemnification under indemnify and hold harmless PHI pursuant to this Section 8.02(a) until the aggregate amount of all Losses 10 in respect of indemnification Losses arising under Section 8.02(a10.1 unless and until the amount of the aggregate Losses claimed by PHI exceeds One Hundred Twenty-Five Thousand Two Hundred Forty-Five U.S. Dollars ($125,245) exceeds $25,000.00 (the “Basket”), in which event Seller whereupon KEG shall be required to pay or be liable indemnify, defend, protect and hold harmless the other party for all such Losses from the first dollar. The aggregate amount of all Losses in excess of the Basket, and KEG’s aggregate liability in respect of claims for which Seller Indemnitees shall be liable indemnification pursuant to Section 8.02 10.1 shall not exceed the Escrow Share Amount held in Escrow at that such time Six Million Two Hundred Sixty-Two Thousand Two Hundred Thirty-Five U.S. Dollars (the “Cap”$6,262,235). (b) Buyer Except for Losses arising as a result of Actual Fraud, as to which the limitations of this Section 10.6(b) shall not be liable apply, PHI will not have any obligation to the Seller Indemnitees for indemnification indemnify and hold harmless KEG pursuant to this Section 10 in respect of Losses arising under Section 8.03(a) until 10.2 unless the aggregate amount of all such Losses incurred or suffered by KEG exceeds the Basket at which point PHI will indemnify KEG for all Losses in excess of the Basket, and PHI’s aggregate liability in respect of claims for 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 Buyer shall be liable pursuant to Section 8.03(a) shall 10.2 will not exceed the CapPurchase Price. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all The amount of any Losses for which Seller an Indemnifying Party shall be liableliable hereunder shall be determined after deducting therefrom (a) the amount of any insurance proceeds actually received from a third-party insurer and any other amounts actually recovered from a third party pursuant to indemnification or otherwise, in each case net of costs and expenses (including collection expenses, premium increases, retro-premiums and any retention amounts), and (b) the amount of any net cash tax benefit actually realized as a result of such Loss in the current or any prior taxable year. (d) Notwithstanding Except with respect to injunctive and other non-monetary equitable relief, PHI and KEG each acknowledge and agree that, from and after the foregoingClosing, the limitations set forth in Section 8.04(a) their sole and Section 8.04(b) shall not apply exclusive remedy with respect to Losses based upon any and all claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses for money damages pursuant to this Agreement shall be limited solely pursuant to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes provisions of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantySection 10.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The Company Shareholder shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Company Surviving Representations (the “Parent’s Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Parent’s Basket Exclusions) exceeds $25,000.00 (the “Basket”)100,000, in which event Seller the Company Shareholder shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount in excess of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)amount. (b) Buyer Parent shall not be liable to the Seller Company Shareholder Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Parent’s Surviving Representations (the “Company Shareholder’s Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Company Shareholder’s Basket Exclusions) exceeds the Basket$100,000, in which event Buyer Parent shall be required to pay or be liable for all such Losses from in excess of such amount. (c) The Parties acknowledge and agree that the first dollar. The aggregate amount maximum liability of all Losses the Company Shareholder, on the one hand, and the Parent, on the other hand, for which Buyer indemnification pursuant to this Article VIII shall be liable pursuant the sum of $1,000,000 (the “Cap”), and neither the Parent, on the one hand, nor the Company Shareholder, on the other hand, shall have any liability to Section 8.03(a) shall not exceed the other in excess of the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding All liabilities and obligations of the foregoingCompany Shareholder that may arise under Section 8.02(a) (“Parent Indemnification Liabilities”), the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising if any, will be satisfied only out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Merger Consideration Shares actually received by the SellerCompany Shareholder; and the Company Shareholder will be liable to return, transfer, and assign to Parent, irrevocably, that number of shares of Parent Common Stock included in the Merger Consideration, valued at the Assumed Parent Common Stock Value, as is equal in value to the Parent Indemnification Liabilities then being paid. Such return, transfer, and assignment will be deemed in full payment and satisfaction of the Parent Indemnification Liabilities with respect to which payment is being made. (e) For purposes of Subject to the notice, dispute and other procedures herein, Parties hereby agree that any amounts due to Parent as required to satisfy the Company Shareholder’s indemnification obligations with respect to any claim for Losses required to be paid by the Company Shareholder pursuant to this Article VIIIVIII shall be paid via the delivery by the Company Shareholder to the Parent of a number of shares of Parent Common Stock equal to (1) the amount owed divided by (2) the Assumed Buyer Common Stock Value, and the calculation Company Shareholder agrees to return to Parent the Company Shareholder’s pro rata portion of any Losses as a result such required return of any inaccuracy in or breach shares of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyParent Common Stock.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject 2 hereof to the following limitationscontrary: (a) Seller the Guarantor shall not be liable required by this Guaranty to perform any Guarantied Obligation or undertaking if the Buyer Indemnitees for indemnification performance thereof is illegal or impossible under Section 8.02(aLaw; (b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”), in which event Seller Guarantor shall not be required to pay or be liable for all perform any Guarantied Obligation while the performance of such Losses from Guarantied Obligation is being disputed in good faith by the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant Person required to Section 8.02 perform such Guarantied Obligation; (c) the Guarantor’s liability hereunder with respect to any Guarantied Obligation shall not exceed the Escrow Share Amount held liability of the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or inaction of the Managing Member or Tax Matters Member or any breach or noncompliance by the Managing Member or Tax Matters Member with any of the Guarantied Obligations, if the Class B Member (or any successor Managing Member or Member that is an Affiliate of the Guarantor) was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Tax Matters Member, as applicable; (e) the Guarantor’s aggregate liability hereunder shall not exceed $72,849,888 less all amounts which have been paid by or on behalf of the Class B Member or the Class B Member (as defined in Escrow at that such time the LLC Agreement) pursuant to Article 6 of the ECCA or Section 5.04 or Article 11 of the LLC Agreement (the “CapAggregate Liability Amount”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until ; provided, that the aggregate amount liability 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 Buyer shall be liable pursuant to Section 8.03(a) Guarantor shall not exceed the Cap.amount calculated pursuant to Section 6(f); and (cf) Notwithstanding anything else set forth the Guarantor’s aggregate liability from time to time hereunder, under Article 6 of the ECCA and under Article 11 of the LLC Agreement shall not exceed (i) if the Flip Point has not occurred, an amount the payment of which, if treated as a positive Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement as of the Distribution Date immediately following payment of such amount, would cause the Flip Point to occur on or prior to the date on which the Flip Point is projected to occur in the Base Case Model and (ii) if the Flip Point has occurred, zero. For purposes of determining Guarantor’s maximum liability pursuant to this AgreementSection 6(f), except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent all payments pursuant to this Guaranty shall be deemed to have been treated as positive Cash Flow for purposes of Section 5.06(b)(iii) of the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) LLC Agreement. Notwithstanding the foregoing, if (x) any Third Party Action under the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out ECCA or the LLC Agreement filed against or demanded of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud Beneficiary prior to the date hereof, solely up Flip Point shall not have been finally resolved or (y) any Tax contest or dispute applicable to a taxable period prior to the Consideration Shares actually received by Flip Point or during which the Seller. Flip Point occurs relates to any Company Tax Return applicable to a year prior to the Flip Point or during which the Flip Point occurs and, in either case, shall cause the Flip Point to fail to be achieved (e) For purposes of this Article VIII, the calculation of any Losses other than as a result of any inaccuracy a change in or breach a Fixed Tax Assumption), the Guarantied Obligations under Article 6 of any representation or warranty the ECCA and under Article 11 of the LLC Agreement shall not be determined without regard subject to any materiality, Material Adverse Effect or other similar qualification contained the limitations described in or otherwise applicable to such representation or warrantyclause (ii) until the Flip Point occurs.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller Indemnitors shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Thousand Dollars ($25,000.00 100,000) (the “Basket”), in which event Seller Sellers shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which the Seller Indemnitees Indemnitors shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time One Million Dollars ($1,000,000) (the “Cap”). (b) Buyer shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of fraudof, criminal activity with respect to or by reason of, (i) fraud or willful misconductor intentional misconduct or breach, or (ii) any inaccuracy in or breach of any Fundamental Rep, for which case such Losses the aggregate liability of the Seller Indemnitors shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerPurchase Price. (ed) For purposes of this Article ARTICLE VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.02.

Certain Limitations. The indemnification provided for in Section 8.02 Neither Seller and Section 8.03 shall be subject to Shareholder on the following limitations: (a) Seller shall not one ------------------- hand, nor Buyer on the other hand, will be liable for Losses incurred pursuant to the Buyer Indemnitees for indemnification under Section 8.02(aSections 7.03(a)(i) until or 7.03(b)(i) hereof, unless the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) suffered by the other party exceeds $25,000.00 (the “Basket”)200,000, 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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until and if the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer $200,000 then such party shall be required to pay or be liable for all such the total amount of Losses from in excess of the first dollar$200,000 of Losses. Neither Seller and Shareholder on the one hand, nor Buyer on the other hand, will be liable for Losses incurred pursuant to Sections 7.03(a)(i) or 7.03(b)(i) hereof in an aggregate amount in excess of $1,000,000. For purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for the purpose of determining whether any breach of a representation or warranty has occurred), each representation and warranty contained in this Agreement shall be read without regard and without giving effect to any materiality standard or qualification contained in such representation or warranty. 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 anything else limitations on indemnification set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. subsection (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(bc) shall not apply be applicable to Losses based upon claims arising out of fraud, criminal activity or any willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard by Seller, Shareholder or Buyer, or to any materiality, Material Adverse Effect covenant or other similar qualification agreement contained in this Agreement (whether willful or otherwise applicable otherwise) including, without limitation, the agreements to such representation indemnify for Assumed Liabilities and Excluded Liabilities contained in this Section 7.03, or warrantyto any claim based on fraud.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 herein shall be subject to the following limitations:limitations (the “Liability Limits”): (a) Seller The Buyer Indemnified Parties shall not be entitled to require payment in respect of any Loss pursuant to the indemnities contained in Section 7.1 and Sellers shall not be liable for any indemnity payment thereunder unless: (i) the amount finally agreed or adjudicated of any such individual Loss exceeds CDN$200,000 (the “De Minimis Amount”); (ii) either alone or together with the amount finally agreed or adjudicated to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses be payable in respect of indemnification other Losses for which Buyer would otherwise be entitled to require payment under Section 8.02(a) such indemnities, such Loss exceeds $25,000.00 2% of the total value of the Consideration Units determined as of the close of trading on the CSE on the Closing Date (the “BasketDeductible”), in which event Seller ; provided that (A) any individual amount used to calculate the Deductible shall be required no less than the De Minimis Amount, and (B) once the Deductible has been exceeded, Buyer shall only be entitled to pay or be liable for all require payment on such indemnities on the portion of Losses from that exceeds the first dollar. The Deductible; and (iii) notwithstanding any provision in this Agreement to the contrary, (A) the aggregate amount of all Losses for which Seller Indemnitees Sellers shall be liable pursuant to Section 8.02 7.1 shall not exceed 15% of the Escrow Share Amount held in Escrow at that such time (total value of the “Cap”)Consideration Units determined as of the close of trading on the CSE on the Closing Date. (b) Buyer shall not be liable Subject to Buyer’s obligations under the Indemnity Deed, notwithstanding any provision in this Agreement to the contrary, Buyer’s aggregate liability 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 Buyer shall be liable Indemnified Parties pursuant to Section 8.03(a) Sections 7.2 shall not in no event exceed the Captotal value of the Consideration Units determined as of the close of trading on the CSE on the Closing Date. (c) Notwithstanding anything else Losses arising out of separate sets of facts, matters or circumstances will not be treated as an individual Loss, even if each set forth in this Agreementof facts, except matters or circumstances may be a breach of the same representation and warranty, and Losses of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablean individual Loss. (d) Notwithstanding the foregoing, the limitations set forth Payments by an Indemnifying Party in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out respect of fraud, criminal activity or willful misconduct, in which case such Losses any Loss shall be limited solely reduced by an amount equal to the Seller andany Tax benefit realized, provided that Seller and the Seller Affiliates did not participate in or have knowledge reasonably expected to be realized, as a result of such fraud prior to the date hereof, solely up to the Consideration Shares actually received Loss by the SellerIndemnified Party. (e) For purposes Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of this Article VIIIany event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (f) Where an Indemnified Party is, or would be likely to be, entitled to recover or be compensated or indemnified by another Person, whether by way of contract, indemnity or otherwise (including under a policy of insurance), any amount in respect of a Claim made by the Indemnified Party, the calculation Indemnified Party shall promptly notify the Indemnifying Party of such right or entitlement, take all reasonable steps to seek recovery of that amount and keep the Indemnifying Party at all times fully and promptly notified of the status of such recovery. The amount of the Claim by the Indemnified Party shall be reduced by any Losses amount actually recovered by the Indemnified Party (net of all reasonable out of pocket costs and expenses incurred in doing so and any Tax paid or payable on the amount recovered). (g) If, after an Indemnifying Party has made a payment in respect of a Claim, an Indemnified Party recovers from or is paid by another Person any amount in respect of the Loss that gave rise to the Claim, the Indemnified Party shall promptly, and in any event within 10 Business Days, pay to the Indemnifying Party, the lesser of (i) the amount of the Loss that was recovered or paid and (ii) the amount paid by the Indemnifying Party to the Indemnified Party in respect of the Claim, in either case net of all reasonable out of pocket costs and expenses incurred in obtaining the recovery or payment and any Tax paid or payable as a result of any inaccuracy in receiving such recovery or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantypayment.

Certain Limitations. The Notwithstanding any provisions of this Article IX to the contrary, and except with respect to any Loss incurred in connection with or as a result of fraud, intentional misrepresentation or willful misconduct, the indemnification provided for obligations of the Parties set forth in Section 8.02 9.2 and Section 8.03 9.3, respectively, shall be subject to the following limitations: (a) Seller No (i) Purchaser Indemnitee shall not be liable entitled to the Buyer Indemnitees recovery for indemnification Losses under Section 8.02(a9.2(a) until the aggregate amount of Losses thereunder exceeds an amount equal to Twenty-Five Thousand US Dollars (US$25,000), at which time the Purchaser Indemnitees shall, subject to the other limitations set forth in this Section 9.4, be entitled to recover all such Losses; and (ii) KOPIN Indemnitee shall be entitled to recovery for Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.3(a) until the aggregate amount of all Losses thereunder exceeds an amount equal to Twenty-Five Thousand US Dollars (US$25,000), at which time the KOPIN Indemnitees shall, subject to the other limitations set forth in respect of indemnification under this Section 8.03(a) exceeds the Basket9.4, in which event Buyer shall be required entitled to pay or be liable for recover all such Losses from the first dollar. Losses. (b) The aggregate maximum amount of all Losses for which Buyer KOPIN shall be liable pursuant to under Section 8.03(a) 9.2 shall not exceed an amount equal to Three Hundred Thousand US Dollars (US$300,000) plus the aggregate Purchaser Royalties paid to KOPIN (the “Indemnification Cap”); provided, however, that the amount of Losses for which KOPIN shall be liable under Section 9.2 with respect to the Legal Proceeding identified on Schedule 6 shall not be subject to such limitation. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all The maximum amount of Losses for which Seller Purchaser shall be liableliable under Section 9.3 shall not exceed the Indemnification Cap. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses Any Liability for indemnification hereunder shall be limited solely determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement or by reason of a Party receiving an adjustment to the Seller and, provided that Seller and Purchase Price in accordance with the Seller Affiliates did not participate terms of this Agreement in or have knowledge of such fraud prior connection with the facts giving rise to the date hereof, solely up to the Consideration Shares actually received by the Sellerright of indemnification. (e) For purposes Payments by any Indemnifying Party to an Indemnified Party in respect of an indemnifiable Loss under this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty IX shall be determined without regard (i) reduced by any insurance proceeds actually received from a Third Party insurer (net of reasonable costs incurred by such Indemnified Party to any materialityenforce payment from such third-party insurer) by such Indemnified Party with respect to such Loss; and (ii) reduced by indemnification, Material Adverse Effect reimbursement, credits, rebates, refunds or other similar qualification contained in or otherwise applicable payments actually received by such Indemnified Party with respect to such representation Loss (net of reasonable costs incurred by such Indemnified Party to obtain such indemnification, reimbursement, credits, rebates, refunds or warrantyother payments).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a10.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Seller Fundamental Representation or Special Representation) (the “Seller Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.02(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Exclusions) exceeds $25,000.00 25,000 (the “BasketDeductible”), in which event Seller shall be required to pay or be liable for all such Losses from above the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Deductible. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a10.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Buyer Fundamental Representation) (the “Buyer Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a10.03(a) (other than those based upon, arising out of, with respect to or by reason of Buyer Exclusions) exceeds the BasketDeductible, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. above such amount. (c) The aggregate amount of all Losses indemnification that the Buyer Indemnitees may receive to satisfy claims under Section 10.02(a) (other than with respect to a claim for which Buyer indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Seller Exclusions) shall be liable pursuant $1,000,000 (the “Cap”). (d) The aggregate amount of indemnification that the Seller Indemnitees may receive to satisfy claims under Section 8.03(a10.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Buyer Exclusions) shall not exceed be the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (de) Notwithstanding the foregoing, the limitations set forth above in Section 8.04(asubsections (a)-(d) and Section 8.04(b) above shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraud, criminal activity intentional misrepresentation or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject Notwithstanding anything to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth contrary contained in this Agreement, except the rights of the Buyer Indemnified Parties and the Seller Indemnified Parties to indemnification under this Article 14 shall be limited as set forth follows: (i) no Claim Notice for indemnification may be provided with respect to any Claim for breach of a representation, warranty, covenant or other agreement in this Agreement (x) beyond the survival period specified in Section 8.04(d14.2(c) and or (y) prior to the Closing; (ii) Seller’s aggregate liability for all claims made under Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent 14.2(a) shall be limited to and shall not $9,000,000; (iii) Seller shall have liability for claims made under Section 14.2(a)(iii) only to the sole and exclusive remedy extent that such claims in the aggregate exceed a deductible amount equal $536,250 (the “Deductible”); (iv) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 14.2 SHALL BE WITHOUT REGARD TO THE INDEMNIFIED PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; (v) the provisions of this Section 14.2 shall apply in such a manner as not to give duplicative effect to any item of adjustment. If there has been an adjustment to the Purchase Price pursuant to Section 2.2 or Article 12 for Buyer Indemnitees any Loss, there shall not be any charge against the Deductible for all any such Loss that gave rise to such adjustment in the Purchase Price pursuant to Section 2.2 or Article 12 to the extent of the amount of such Loss given effect in such adjustment to the Purchase Price; (vi) the amount of any Losses for which Seller indemnification is provided under this Section 14.2 shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out computed net of fraud, criminal activity any insurance or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares other proceeds actually received by the Seller.Indemnified Party in connection with such Losses. Each of the Buyer Indemnified Parties and each of the Seller Indemnified Parties shall pursue in good faith claims under any applicable insurance policies and against other third parties who may reasonably be expected to be responsible for such Losses; and (evii) For purposes of this Article VIII, the calculation upon payment of any Losses as with respect to a result of any inaccuracy in or breach of any representation or warranty Claim pursuant to this Section 14.2, the Indemnifying Party shall be determined without regard subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any materialityPerson with respect to the subject matter of such Claim. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, Material Adverse Effect or other similar qualification contained in at the cost and expense of the Indemnifying Party, to pursue any claims against or otherwise applicable recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to such representation or warrantythis Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”)Notwithstanding any other provision hereof, in which no event shall Seller shall be required to pay or be liable for all or obligated to indemnify Buyer and Guarantor from and against any consequential, indirect or special damages, including, without limitation, lost profits, business interruption and loss of business opportunities or goodwill. This exclusion of any such Losses from consequential, indirect or special damages shall apply whether the first dollaraction in recovery of damages is sought based on contract, tort (including sole, concurrent or other negligence or strict liability), statute or otherwise. The aggregate amount of all Losses for To the extent permitted by law, any statutory remedies which Seller Indemnitees shall be liable pursuant to are inconsistent with this Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)8.05(a) are hereby waived by Buyer and Guarantor. (b) Seller's obligation to indemnify for Buyer shall not be liable to the Seller Indemnitees for indemnification Losses under Section 8.03(a) until 8.01 of this Agreement shall accrue only if the aggregate amount of all such Buyer Losses in respect of indemnification under Section 8.03(aexceeds Fifty Thousand Dollars ($50,000) exceeds the Basket, in which event Buyer and then Seller shall be required to pay or be liable for all such Buyer Losses from only to the first dollar. The aggregate amount extent that they exceed such amount, with the exception of all Seller's obligation to indemnify for Buyer Losses for in the nature of Management Employee claims set forth in subsection 8.01(a)(iv) above, which Buyer shall obligation will be liable pursuant to Section 8.03(a) shall not exceed the Capwithout monetary limit or threshold. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent Seller's obligation to indemnify for Buyer Losses shall be limited to an amount or amounts in the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableaggregate equal to fifty percent (50%) of the total Purchase Price. (d) Notwithstanding If on the foregoing, Closing Date either party (the limitations set forth in Section 8.04(a"first party") and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have has actual knowledge of such fraud prior to the date hereofuntruth, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or by the other similar qualification party contained in this Agreement or otherwise applicable the Documents, then any liability, obligation, claim, loss, cost, damage and expense, including attorneys fees and disbursements, arising out of or resulting therefrom shall not be included as part of Losses of the first party and the other party shall have no obligation to such representation or warrantyindemnify the first party therefor.

Certain Limitations. The indemnification provided liability of the Seller, Parent or the Buyer, as applicable, for in Section 8.02 and Section 8.03 claims under this Agreement shall be subject to limited by the following limitationsfollowing: (a) At any time after the applicable Survival Date for a representation and warranty, (i) the Seller shall not be liable have no further obligations under this Article IX for breaches of such representations and warranties of the Seller, except for Damages with respect to which the Buyer Indemnitees Indemnitee has timely given the Seller written notice prior to such date in accordance with Sections 8.1 and 9.3 and (ii) the Buyer shall have no further obligations under this Article IX for indemnification under Section 8.02(a) until breaches of such representations and warranties of the aggregate amount of all Losses Buyer, except for Damages with respect to which the Seller Indemnitee has given the Buyer written notice prior to such date in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)accordance with Sections 8.1 and 9.3. (b) Buyer shall not be liable Notwithstanding anything to the contrary herein, except with respect to Fraud Claims, any claim by a Buyer Indemnitee against Seller pursuant to Section 9.1(a) shall be payable by Seller only in the event that the accumulated amount of Damages in respect of Seller’s obligations to indemnify the Buyer Indemnitees for indemnification under Section 8.03(a) until this Agreement shall exceed $100,000 in the aggregate (the “Seller Indemnification Threshold”); provided, however, that at such time as the aggregate amount of all Losses Damages in respect of indemnification under Section 8.03(a) exceeds the Basketindemnity obligations of Seller shall exceed the Seller Indemnification Threshold, in which event Buyer Seller shall be required to pay or thereafter be liable for all Damages suffered or incurred by the Buyer Indemnitees in excess of such Losses from the first dollar. The aggregate amount initial $100,000 of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapDamages. (c) Notwithstanding anything else set forth in this Agreementto the contrary herein, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent with respect to Fraud Claims (for which there shall be no limitation), in no event shall the sole and exclusive remedy for maximum aggregate liability of Seller in respect of any claims by the Buyer Indemnitees against Seller pursuant to Section 9.1 (a) for all Losses for which Damages suffered or incurred by any Buyer Indemnitees exceed 10% of the value of the Purchase Price (as adjusted pursuant to Section 2.4), except that with respect to Damages suffered or incurred by any Buyer Indemnitee due to a breach of Section 3.16 the maximum aggregate liability of Seller shall be liable20% of the value of the Purchase Price (as adjusted pursuant to Section 2.4). (d) Notwithstanding anything to the foregoingcontrary herein, the limitations set forth contained in this Section 8.04(a) and Section 8.04(b) 9.5 shall not apply to Losses based upon claims arising out of fraudfor indemnification by Buyer Indemnitees against Seller in pursuant to Sections 9.1(b), criminal activity 9.1(c), 9.1(d), and 9.1(e); provided, however, that except for Fraud Claims, Buyer’s or willful misconductParent’s (or any Buyer Indemnitee’s) right to make a claim for indemnification under Sections 9.1(b), in 9.1(c), 9.1(d), and 9.1(e) shall expire with respect to such claims which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did are not participate in made on or have knowledge of such fraud prior to the date hereof, solely up to five years following the Consideration Shares actually received by the SellerClosing Date. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.2(b) and Section 8.03 9.2(c) shall be subject to the following limitations: (ai) Seller Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.2(b) exceeds $25,000.00 250,000 (the “Basket”"Deductible"), in which event Seller Company shall be required to pay or be liable for all only such Losses from amounts that exceed the first dollarDeductible. The aggregate amount of all Losses for which Seller Indemnitees Company shall be liable pursuant to Section 8.02 9.2(b) shall not exceed the Escrow Share Amount held in Escrow at that such time $1,500,000 (the “"Cap”"). (bii) Buyer shall not be liable to the Seller Company Indemnitees for indemnification under Section 8.03(a9.2(c) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.2(c) exceeds the BasketDeductible, in which event Buyer shall be required to pay or be liable for all only such Losses from amounts that exceed the first dollarDeductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.2(c) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (diii) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.2(d)(i) and Section 8.04(b9.2(d)(ii) shall not apply to Losses based upon claims upon, arising out of fraudof, criminal activity with respect to or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result reason of any inaccuracy in or breach of any representation or warranty Fundamental Representation; provided that the aggregate amount of Losses to which the Company shall be determined without regard to liable in respect of Fundamental Representations shall not exceed the Purchase Price. (iv) The Company shall have no indemnification obligations hereunder for any materialityLosses arising out of a breach of or inaccuracy of any representation, Material Adverse Effect warranty, covenant or other similar qualification contained agreement set forth in this Agreement (and the amount of any Losses incurred in respect of such breach or otherwise applicable inaccuracy shall not be included in the calculation of any limitations on indemnification set forth herein) if the matter giving rise to such representation breach or warrantyinaccuracy was included in the determination of the release of the Escrow Amount under the Escrow Agreement.

Certain Limitations. The (a) No claim for indemnification provided may be asserted against either Seller or Buyer for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in Section 8.02 reasonable detail the facts and Section 8.03 shall be subject circumstances with respect to the following limitations:subject matter of such claim on or prior to the expiration date of any applicable Survival Period. (ab) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a10.2(a)(i) unless and until the cumulative aggregate amount of all Losses in respect of indemnification under Section 8.02(athereof exceeds One Hundred Fifty Thousand Dollars ($150,000) exceeds $25,000.00 (the “BasketDeductible”), in which event Seller shall be required to pay or only be liable for all Losses in excess of the Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars ($37,500) (“De Minimis Losses”), which De Minimis Losses shall not be counted toward the Deductible and in no event shall Seller have any liability hereunder for such Losses from De Minimis Losses. Notwithstanding anything to the first dollar. The contrary contained in this Agreement, Seller’s aggregate amount of liability for all Losses for which Seller Indemnitees shall be liable pursuant resulting from or relating to any Direct Claims made under Section 8.02 10.2(a)(i) or third party claims made under Section 10.2(a)(i) shall not exceed the Escrow Share Amount held in Escrow at that such time One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Cap”). (b) Buyer . The Parties hereby acknowledge that the Cap shall not be liable a single amount applicable to the Seller Indemnitees aggregate of all Direct Claims for indemnification arising under Section 8.03(a10.2(a)(i) until the aggregate amount of all Losses and third party claims for indemnification arising under Section 10.2(a)(i) and that any indemnification payments made in respect of indemnification any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable Cap for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capclaims. (c) Notwithstanding anything else set forth Each of the Buyer Indemnitees and the Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses in connection with this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to The amount of any Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in for which case such Losses indemnification is provided under this Article X shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in computed net of (i) any insurance or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares other proceeds actually received by the SellerIndemnified Party in connection with such Losses and (ii) any indemnity, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss 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 no Party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) For The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim for indemnification. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of Indemnifying Party, to pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (g) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article VIIIX independently, any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the calculation Parties’ intent that recovery by such particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of any Losses representation, warranty or covenant set forth in this Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as a result of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article X shall not be affected by (i) any investigation or audit conducted on or after the Execution Date or (ii) the knowledge of any inaccuracy in or Party of any breach of a representation, warranty or covenant by any representation or warranty shall be determined without regard other Party at any time with respect to any materiality, Material Adverse Effect matters arising or other similar qualification contained in or otherwise applicable to such representation or warrantydiscovered after the Execution Date.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable Except in the case of Fraud and indemnification claims related to any breach of or inaccuracy in the Acquired Company Fundamental Representations, Buyer Fundamental Representations or the Tax Representations, the Buyer Indemnitees for Indemnified Parties, as a group, on the one hand, and the Seller Indemnified Parties, as a group, on the other hand, may not recover any Losses pursuant to an indemnification claim under Section 8.02(a10.2(a)(i), Section 10.2(a)(viii), Section 10.2(a)(ix), Section 10.2(a)(x), or Section 10.2(b)(i), as applicable: (i) until unless for any particular indemnifiable Losses (or group of related indemnifiable Losses that result from the same circumstances) pursuant to this Article X, the aggregate amount of such indemnifiable Losses or group of related indemnifiable Losses is greater than $15,000 (the “De Minimis Threshold”); if less than the De Minimis Threshold, such indemnifiable Losses shall not be subject to indemnity hereunder, and, if greater or equal to the De Minimis Threshold, the entire amount (subject to the other limitations set forth in this Article X) shall be eligible for indemnity and (ii) unless and until the Buyer Indemnified Parties, as a group, on the one hand, or the Seller Indemnified Parties, as a group, on the other hand, shall have paid, incurred, suffered or sustained at least $100,000 in Losses (the “Deductible”) in the aggregate, at which time the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to recover in accordance with this Agreement all Losses in respect excess of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Deductible. (b) Buyer shall not be liable Subject to the Seller Indemnitees for indemnification under limitations set forth in this Section 8.03(a) until 10.3, the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Indemnified Parties shall be required entitled to pay or be liable for all such Losses from bring indemnification claims directly against the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapSellers. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(dIn no event shall: (i) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees aggregate liability of any Seller for all Losses indemnification claims related to any breach of or inaccuracy of any representation (other than the Acquired Company Fundamental Representations and the Tax Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of Seller Consideration received by such Seller; (ii) the aggregate liability of any Seller for which all indemnification claims related to any breach of or inaccuracy of any Acquired Company Fundamental Representation or any Tax Representation exceed one hundred percent (100%) of the aggregate amount of Seller shall be liableConsideration received by such Seller; (iii) the aggregate liability of Buyer for all indemnification claims related to any breach of or inaccuracy of any representation (other than the Buyer Fundamental Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of Seller Consideration paid by Buyer; or (iv) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any Buyer Fundamental Representation exceed one hundred percent (100%) of the aggregate amount of Seller Consideration paid by ▇▇▇▇▇. (d) Notwithstanding the foregoing, the The limitations set forth in Section 8.04(a) and Section 8.04(b10.3(c) shall not apply to Losses based upon claims arising out (and shall not limit the indemnification or other obligations of fraudBuyer or any Seller for or with respect to) any of the matters referred to in Sections 10.2(a)(ii) through 10.2(a)(vii), criminal activity Section 10.2(b)(ii) or willful misconductSection 10.2(b)(iii). Notwithstanding anything to the contrary contained in this Agreement, in which case such Losses there shall be limited solely to no limitation (whether under this Article X or otherwise) on the liability of Buyer or any Seller andthat committed, provided that Seller and the Seller Affiliates did not participate in or have had actual knowledge of or consciously disregarded the occurrence of, any fraud with respect to such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerfraud. (e) For purposes The Indemnified Parties shall use commercially reasonable efforts (but with no duty to litigate) to pursue a claim (to the extent coverage is available for such claim) under any insurance policy that existed as of this Article VIIIthe applicable Closing Date. The Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) to the extent the subject matter of the claim is covered by insurance proceeds, indemnification payments or similar reimbursements actually received by the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustment). (f) Except with respect to Unpaid Pre-Closing Taxes, the calculation Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) unless such Indemnified Parties have taken commercially reasonable actions to mitigate Losses hereunder after the date one or more of such Indemnified Parties becomes aware that the event, occurrence or action could reasonably be expected to give rise to Losses. (g) The Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) with respect to consequential damages of any kind, or indirect, special, incidental, exemplary or punitive damages (except to the extent paid or payable by an Indemnified Party to a third party in connection with a Third Party Claim). (h) Any Losses as a result of any inaccuracy in or breach of any representation or warranty for indemnification under this Agreement shall be determined without regard duplication of recovery due to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable the facts giving rise to such representation Losses constituting a breach of more than one representation, warranty, covenant or warranty.agreement, or being indemnifiable pursuant to more than one clause of Section 10.2(a) or Section 10.2(b). In addition, if and solely to the extent that an amount of Losses in connection with an indemnifiable matter was already specifically taken into account in connection with calculation of the Seller Consideration and actually reduced the Seller Consideration, the same Losses may not be recovered under this Article X.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be (i) Notwithstanding the provisions of this Article IX (but subject to Section 9.2(c)(iii)), after the following limitations: Closing, the Purchaser Indemnified Parties (aA) Seller shall not be liable entitled to the Buyer Indemnitees for indemnification under recover pursuant to Section 8.02(a9.2(a) until the aggregate amount of all Losses incurred relating thereto exceed, in respect of indemnification under Section 8.02(athe aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) exceeds $25,000.00 (the “Basket”) (provided that the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of Sections 4.3(a) or 4.11(a)), in which event Seller and then the Purchaser Indemnified Parties shall only be required entitled to pay or be liable for all such recover thereunder to the extent that aggregate indemnified Losses from exceed the first dollar. The aggregate amount of all Losses for which Seller Indemnitees the Basket, and (B) shall not be liable entitled to recover pursuant to Section 8.02 9.2(a) from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund. (ii) Notwithstanding the provisions of this Article IX (but subject to Section 9.2(c)(iii)), after the Closing, the Equity Holders Indemnified Parties (A) shall not be entitled to recover pursuant to Section 9.2(b) until the Losses incurred relating thereto exceed, in the aggregate, the Basket, and then the Equity Holders Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the Escrow Share Amount held such amount, and (B) shall not be entitled to recover pursuant to Section 9.2(b) any amounts in Escrow at that such time excess of Sixteen Million Dollars (the “Cap”$16,000,000). (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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (diii) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 9.2(c)(i) and Section 8.04(b(ii) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (eA) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation Fundamental Representation, (B) any intentional breach or warranty intentional non-fulfillment of any covenant or agreement to be performed by the Company, the Representative, the Equity Holders, Merger Sub or Purchaser pursuant to this Agreement that gives rise to liability under Section 9.2(a)(ii) or Section 9.2(b)(ii), as applicable, (C) Section 9.2(a)(iii) or (D) any claim based on fraud, provided that (1) the maximum aggregate indemnification obligations of the Equity Holders in respect of Losses based upon, arising out of, with respect to or by reason of the matters set forth in the foregoing clauses (A) through (D) shall be determined without regard not exceed the Merger Consideration (and in all cases subject to any materiality, Material Adverse Effect or other similar qualification contained the limitations set forth in or otherwise applicable Section 9.5(b)) and (2) the maximum aggregate indemnification obligation of Purchaser pursuant to such representation or warrantySection 9.2(b) shall not exceed the Purchase Price.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (i) Notwithstanding anything contained herein to the following limitations: contrary, (ax) Seller shall not be liable have no liability to the Buyer Indemnitees for indemnification under Indemnified Parties pursuant to Section 8.02(a9.2(a)(i) 9.2(a)(ii)(x), or 9.2(a)(ii)(y) with respect to any claim or series of related claims thereunder unless and until the aggregate amount of all Losses in with respect to such claim or series of indemnification under Section 8.02(arelated claims exceed on a cumulative basis an amount equal to Twenty Five Thousand Dollars ($25,000) exceeds $25,000.00 (such amount, the “BasketClaims-Specific Threshold”), in which event case the Buyer Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such claim or series of related claims, (y) Seller shall be required have no liability to pay the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or be liable for all such Losses from Section 9.2(a)(ii)(y) with respect to any claims thereunder unless and until the first dollar. The aggregate total amount of all Losses for of the Buyer Indemnified Parties with respect to such claims under such provisions (excluding claims that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such claims)) exceed on a cumulative basis Four-Hundred Thousand Dollars ($400,000) (the “Deductible”), in which Seller Indemnitees case the Buyer Indemnified Parties shall be liable entitled to indemnification pursuant to Section 8.02 such provisions, subject to the further limitations set forth in this Article IX, with respect to such claims only for those Losses in excess of the Deductible, and (z) the aggregate liability of Seller with respect to claims by the Buyer Indemnified Parties under Sections 9.2(a)(i), 9.2(a)(ii)(x) and 9.2(a)(ii)(y) shall not exceed the Escrow Share Amount held in Escrow at that such time Four Million Dollars ($4,000,000) (the “Cap”). Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Section 9.2(c)(i) shall not apply with respect to claims relating to or arising from (I) fraud or (II) any breach by Seller of any Fundamental Seller Representation. (bii) Notwithstanding anything contained herein to the contrary, (x) Buyer shall not be liable have no liability to the Seller Indemnitees for Indemnified Parties pursuant to Section 9.2(b)(i) or 9.2(b)(ii)(x) with respect to any claim or series of related claims thereunder unless and until all Losses with respect to such claim or series of related claims exceed on a cumulative basis an amount equal the Claims-Specific Threshold, in which case the Seller Indemnified Parties shall be entitled to indemnification under pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such claim or series of related claims, (y) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 8.03(a9.2(b)(i) with respect to any claims thereunder unless and until the aggregate total amount of all Losses of the Seller Indemnified Parties with respect to such claims (excluding claims that, in respect of indemnification under Section 8.03(aaccordance with clause (x) exceeds above, do not satisfy the BasketClaims-Specific Threshold (to the extent applicable to such claims)) exceed on a cumulative basis the Deductible, in which event Buyer case the Seller Indemnified Parties shall be required entitled 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 indemnification pursuant to Section 8.03(a9.2(b)(i), subject to the further limitations set forth in this Article IX, with respect to such claims only for those Losses in excess of the Deductible, and (z) the aggregate liability of Buyer with respect to claims by the Seller Indemnified Parties under Sections 9.2(b)(i) and 9.2(b)(ii)(x) shall not exceed the Cap. (c) . Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, to the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoingcontrary herein, the limitations set forth contained in the first sentence of this Section 8.04(a) and Section 8.04(b9.2(c)(ii) shall not apply with respect to Losses based upon claims relating to or arising out of from (I) fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received (II) any breach by the Seller. (e) For purposes of this Article VIII, the calculation Buyer of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyFundamental Buyer Representation.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds $25,000.00 175,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 9.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $2,500,000.00 (the “Cap”). The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 9.02(c) shall not exceed the Purchase Price less any income taxes due thereon, as adjusted for any reduction in Purchase Price pursuant to Section 9.08. Seller may defer payment of any amounts due and payable to Buyer pursuant to this ARTICLE IX for a period of eighteen (18) months, provided that such amounts deferred shall not exceed the amount of the income taxes previously paid by Seller related to the Purchase Price that is expected to be refunded to Seller due to the reduction in Purchase Price pursuant to Section 9.08 below. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(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 Buyer shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraudany inaccuracy in or breach of the Fundamental Representations and Warranties; provided, criminal activity or willful misconducthowever, Seller’s aggregate liability for all indemnifiable Losses (except in which the case such Losses of fraud on the part of Seller in the making of the representations and warranties set forth in this Agreement) shall be limited solely not exceed an amount equal to the Purchase Price. For the avoidance of doubt, the limitations set forth in this Section 9.04 shall not apply to fraud on the part of Seller and, provided that Seller in the making of the representations and the Seller Affiliates did not participate warranties set forth in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerthis Agreement. (ed) For purposes of this Article VIII, calculating the calculation amount of any Losses as a result Loss pursuant to this ARTICLE IX, but not for purposes of determining whether there has been an inaccuracy in or breach of any representation or warranty, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to (i) Notwithstanding the following limitations:foregoing, (a1) Seller shall not no claim may be liable to made by the Buyer Indemnitees for indemnification under pursuant to Section 8.02(a) 6.2(a)(i), unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.2(a)(i) exceeds $25,000.00 100,000 (the “BasketBasket Amount”), in which event and thereafter, the Seller Indemnifying Parties shall be required to pay or be liable for all such Losses from in excess of the first dollar. The Basket Amount, until the aggregate amount of all such Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time is $200,000 (the “CapDeductible Amount”). (b2) Buyer shall not be liable to From and after the Seller Indemnitees for indemnification under Section 8.03(a) until time that the aggregate amount of all Losses in respect of indemnification under Section 8.03(a6.2(a)(i) exceeds the BasketDeductible Amount, in which event Buyer Buyer, on the one hand, and the Seller Indemnifying Parties, on the other hand, shall bear an equal portion of the Losses until the aggregate total amount for all Losses is equal to the Retention Amount; provided that the Seller Indemnifying Parties shall be required to pay or be liable solely responsible for all such Losses arising from or related to Fraud committed by a Seller Indemnifying Party. (ii) The indemnification obligation of the first dollar. The Seller Indemnifying Parties pursuant to Section 6.2(a)(i), other than a claim for indemnification arising from any breach or inaccuracy of any IP Representations, any Fundamental Representation, or Fraud, shall be limited to sums held in the Indemnity Escrow Account. (iii) Other than for Fraud, the aggregate amount of all Losses recoverable from the Seller Indemnifying Parties for which Buyer IP Claims shall be liable pursuant limited to Section 8.03(a) shall not exceed $20,000,000 (the “IP Cap”). (civ) 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 else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) aggregate amount of Losses recoverable from the Seller Indemnifying Parties for any claim for indemnification pursuant to this Agreement, including Fundamental Claims and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraudFraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and Purchase Price (the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller“Purchase Price Cap”). (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section Sections 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Buyer Indemnitees for Indemnified Parties under Article VIII unless (i) any individual Loss or group or series of related Losses in respect of indemnification under Section 8.02(a8.02 exceeds FIFTY THOUSAND DOLLARS ($50,000) until (such Loss or group or series of related Losses that does not exceed $50,000, the “DeMinimis Losses”), and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.02 (which shall not include for such purposes DeMinimis Losses) exceeds THREE MILLION DOLLARS ($25,000.00 3,000,000) (the “Basket”), in which event Seller the Shareholders, in proportion to their Pro Rata Share, severally shall be required to pay or be liable for all such Losses from (only for amounts in excess of the first dollarBasket). The aggregate amount of all Losses for which Seller Indemnitees the Shareholders shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time THIRTY MILLION DOLLARS ($30,000,000) (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a) until for DeMinimis Losses and unless the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (which shall not include for such purposes DeMinimis Losses) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from (only for amounts in excess of the first dollarBasket). 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraudclaims pursuant to Section 8.02(a)(iii), criminal activity a breach of any Fundamental Representation or willful misconducta breach of Section 3.22; provided, however, that the cumulative indemnification obligations of the Shareholders under Section 8.02, on the one hand, and Buyer under Section 8.03, on the other hand, shall in which case such Losses shall be limited solely no event in the aggregate exceed an amount equal to the Seller and, provided that Seller and Final Merger Consideration (the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the “Merger Consideration Shares actually received by the SellerCap”). (ed) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty (other than Section 3.06, Section 3.07, Section 3.08, Section 3.09(a), Section 3.12(d), Section 3.16(a), Section 3.20(a) and Section 3.20(b)) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; provided, however, that such qualification shall not be read out of any defined term that incorporates such materiality qualification (e.g. “Material Contract”, “Material Customer”, “Material Supplier”). For purposes of the indemnity in Section 8.02(a)(i), any breach of Section 3.19 shall be determined without regard to the matters disclosed in Item 2 of Schedule 3.19. (e) Notwithstanding the foregoing, the Shareholders shall only be obligated to indemnify the Buyer Indemnified Parties for fifty (50) per cent of the Losses otherwise indemnifiable pursuant to Section 8.02(a)(vi), up to a maximum amount of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000) indemnified by the Shareholders pursuant to Section 8.02(a)(vi), and the limitations on indemnification set forth in Sections 8.04(a) and (c) shall not apply to the indemnification obligations of the Shareholders pursuant to Section 8.02(a)(vi). (f) No indemnification shall be available to any of the Buyer Indemnified Parties pursuant to Section 8.02(a)(i) to the extent that any Losses are a result of, arise out of or relate to (i) environmental conditions identified at any of the Real Property through the conduct of any invasive environmental sampling or testing, or (ii) environmental conditions identified in the Phase One environmental site assessments identified in Item 2 of Schedule 3.19 with respect to which the Buyer Indemnified Parties undertake remediation or further invasive environmental sampling or testing after the Closing Date, in each case, except to the extent that such remediation, sampling or testing is required pursuant to Environmental Laws. (g) Section 8.02(a)(vi) shall be the sole source of indemnification under this Agreement for Losses as a result of, arising out of or relating to any Releases of Hazardous Materials at the Real Property at Dowagiac, Michigan, Marnaz, France or Kamienna Gora, Poland arising out of an environmental condition identified in the Phase One environmental site assessment of such Real Property listed in Item 2 of Schedule 3.19.

Certain Limitations. The indemnification provided for in (i) If the Closing occurs, Sellers shall have no liability with respect to claims under Section 8.02 11.2(a) and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a11.2(e) until the aggregate amount of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00) (it being agreed that in the event such threshold is reached and exceeded, the Buyer Indemnified Persons shall only be entitled to recover Losses in excess of such amount). The limitation of the preceding sentence shall not apply to any Breach(es) of the Fundamental Representations. (ii) If the Closing occurs, the aggregate liability of Sellers with respect of indemnification to Losses for claims under Section 8.02(a11.2(a) exceeds and Section 11.2(e) shall not exceed Ten Million Dollars and 00/100 ($25,000.00 10,000,000.00); provided, that the aggregate liability with respect to Losses resulting from a Breach of the Fundamental Representations and all other Losses not subject to the Ten Million Dollar and 00/100 (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 Indemnitees shall be liable pursuant to Section 8.02 $10,000,000.00) limitation shall not exceed the Escrow Share Amount held in Escrow at Closing Payment. (iii) For purposes of this Section 11.6, any single Loss that such time is less than Seven Thousand Five Hundred Dollars and 00/100 ($7,500.00) shall be disregarded (and Buyer Indemnified Parties shall not be entitled to indemnification under Section 11.2 with respect thereto); provided, however, that any series of Losses arising out of the “Cap”)same occurrence or recurring Losses of a similar nature shall be aggregated and treated as a single Loss. (iv) Notwithstanding anything to the contrary herein, the limitations of this Section 11.6 will not apply to Breaches or other Losses based on or otherwise involving the fraud or willful misconduct of one or more Sellers. (b) All indemnification or reimbursement payments required pursuant to this Agreement with respect to any Loss shall be net of amounts actually received by an Indemnified Person with respect to such Loss (i) as proceeds of insurance policies, but not to exceed the limits contained in the Company and its Subsidiaries’ insurance policies as of the Closing Date (the “Acquired Companies’ Insurance Policies”), and (ii) from third parties having a contractual relationship with the Company or its Subsidiaries prior to Closing, including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise (collectively, “Alternative Arrangements”). With respect to any Loss that is the subject of a claim for indemnity under this Article XI, Buyer shall use commercially reasonable efforts to collect proceeds relating to insurance policies of the Company or its Subsidiaries in effect prior to Closing; provided however, nothing herein shall require Buyer or an applicable Acquired Company to commence and prosecute a lawsuit or other Proceeding against such insurer(s) as a condition of Sellers’ obligation to indemnify as provided herein, but it shall be sufficient that Buyer or the applicable Acquired Company make demand upon such insurer(s) for such insurance or liability or Loss, as the case may be, and subject to Sellers’ rights of reimbursement as provided below. If any amounts are received by Buyer or any of the Acquired Companies with respect to such Losses after Buyer or the applicable Acquired Company has received such amounts from an indemnifying party, Buyer or the applicable Acquired Company shall promptly, but in any event no later than ten (10) Business Days after the actual receipt of such amounts, pay such amount to the indemnifying party up to the amount received by Buyer or applicable Acquired Company from the indemnifying party, subject to the limits set forth in Section 11.6(b)(i). To the extent that any amount has been delivered or credited to an indemnifying party under this Section 11.6(b) with respect to a Loss, such Loss shall be deemed adjusted downward by such amount and such Loss shall not be liable counted in the determination of whether any threshold or cap hereunder has been met to the Seller Indemnitees for indemnification under Section 8.03(a) until extent of the aggregate amount of all Losses included 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 Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capadjustment. (c) Notwithstanding anything else set forth To the extent that any Losses which would otherwise be subject to indemnification pursuant to this Article XI were reflected in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be calculation of the sole and exclusive remedy for Buyer Indemnitees for all Losses Purchase Price or for which Seller shall be liable. a working capital adjustment was made pursuant to Section 2.7, (di) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Buyer Indemnified Persons shall not apply be able to Losses based upon claims arising out of fraudrecover for such Losses, criminal activity or willful misconduct, in which case and (ii) such Losses shall not be limited solely counted in the determination of whether any threshold or cap hereunder has been met, in each case only to the Seller and, provided that Seller and extent of the Seller Affiliates did not participate amount included in such calculation or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Selleradjustment. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding anything contained herein to the contrary, the Seller Parties shall not be liable obligated to the Buyer Indemnitees indemnify Purchaser Indemnified Parties for indemnification aggregate Purchaser Losses under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable this Agreement pursuant to Section 8.02 9.1(a)(i) in excess of $15,000,000; provided, however, that such limitation shall not exceed the Escrow Share Amount held apply with respect to a breach of a representation or warranty made by any Seller Party in Escrow at that such time (the “Cap”Section 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (b) Buyer Notwithstanding anything contained herein to the contrary, the Seller Parties shall not be liable obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 9.1(a)(i), (x) with respect to any individual Purchaser Loss or series of related Purchaser Losses of less than twenty-five thousand dollars ($25,000) (the Seller Indemnitees for indemnification under Section 8.03(a“Minimum Amount”) and (y) unless and until the aggregate Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) subject to such indemnification collectively exceed five hundred thousand dollars ($500,000) (the “Threshold”), whereupon such indemnification shall be made by the Seller Parties only with respect to the amount of all such Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) in respect excess of indemnification under Section 8.03(a) exceeds the BasketThreshold; provided, in which event Buyer shall be required to pay or be liable for all such Losses from however, that the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) Threshold shall not exceed the Capapply to any breach of a representation or warranty made by any Seller Party or any Affiliate thereof in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (c) Notwithstanding anything else The representations and warranties of the Seller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until the eighteen month anniversary of the Closing Date; provided that the representations and warranties set forth in this AgreementSections 4.1, except as 4.2(a), 4.3, 4.5, 4.9, 5.1, 5.2(a) and 5.5 shall survive indefinitely and the representations and warranties set forth in Section 8.04(d) 4.10 and Section 8.09 hereof4.15 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the Escrow Share Amount held in escrow by Escrow Agent shall be expiration of the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableapplicable statute of limitations with respect to the matters contained therein. (d) Notwithstanding the foregoingThe obligations to indemnify and hold harmless a Party pursuant to Sections 6.14(e), the limitations set forth in Section 8.04(a9.1(a)(i), 9.1(a)(ii), 9.1(b)(i) and Section 8.04(bor 9.1(b)(ii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(c); provided, however, that such obligations to indemnify and hold harmless shall not apply terminate with respect to Losses based upon claims arising out any item as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of fraudthe applicable survival period, criminal activity or willful misconduct, previously made a claim by delivering a written notice (stating in which case reasonable detail the basis of such Losses shall be limited solely claim) to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerIndemnifying Party. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller No claim for Losses shall not be liable to the Buyer Indemnitees for indemnification made under Section 8.02(a9.2(a) until or under Section 9.3(a) unless the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 [***] for which claims are made hereunder by the Indemnified Party (the “"Basket”"), in which event Seller case the Indemnified Party shall be required entitled to pay or be liable seek compensation for all such Losses from in excess of the first dollar. The Basket, but only up to a maximum aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time [***] (the “"Indemnification Cap”"). (b) Buyer shall not be liable to ; provided, however, that 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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) foregoing Basket and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Indemnification Cap shall not apply to Losses based upon claims arising out resulting from (i) Seller's Fraud or (ii) any breach of fraudany Fundamental Rep made by Seller; provided, criminal activity further, that aggregate indemnification obligations of the Indemnified Party for all Losses resulting from any breach of any Fundamental Rep shall not exceed an amount equal to [***] (the "[***]"). Notwithstanding anything to the foregoing, with respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 9.2(a) or willful misconductunder Section 9.3(a), in which case such Losses (x) no Party shall be limited solely liable for any Loss resulting from or relating to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty if the Party seeking indemnification for such Loss had knowledge of such breach or the underlying facts of such breach before the Initial Closing and (y) the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] (the "De Minimis Amount") (which Losses shall not be counted toward the Basket); provided, however, that such de minimis limitation shall not apply with respect to Fraud. The aggregate indemnification obligations of the Indemnified Party for claims made under Section 9.2(b) or Section 9.3(b) shall not exceed the [***] . For the avoidance of doubt, none of the Basket, Indemnification Cap, [***] or De Minimis Amount limitations shall apply with respect to any Losses under Section 9.2(c) or Section 9.3(d). (b) The amount of any Loss for which indemnification is provided under Section 9.2 or Section 9.3 shall be determined without regard net of (i) any amounts actually received by the Indemnified Party pursuant to any materialityindemnification by or indemnification agreement with any third party in respect of such Loss and (ii) any insurance proceeds actually received in respect of such Loss as an offset against such Loss. If the amount to be netted hereunder from any payment required under Section 9.2 or Section 9.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article IX, Material Adverse Effect or other similar qualification contained in or the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX had such determination been made at the time of such payment. (c) Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate Losses, including incurring costs only to the minimum extent necessary to remedy the breach. (d) All payments made pursuant to this Article IX shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable to such representation or warrantyLaw.

Certain Limitations. The indemnification provided for (a) Notwithstanding anything contained herein to the contrary, the maximum aggregate Liability of Seller to all members of the Buyer Group pursuant to (i) Section 9.1(c) and Section 9.1(h) shall be limited to, and shall not exceed, $6,250,000 and (ii) this Agreement shall be limited to, and shall not exceed, $8,000,000; provided, however, that such limitations shall not be applicable in the event of intentional and willful fraud as further described in Section 8.02 and 9.5. Notwithstanding anything contained herein to the contrary, the maximum aggregate Liability of Buyer to all members of the Seller Group pursuant to Section 8.03 9.2(c) shall be subject limited to, and shall not exceed, $6,250,000; provided, however, that such limitation shall not be applicable in the event of intentional and willful fraud as further described in Section 9.5. (b) Notwithstanding anything contained herein to the following limitations: contrary, (ai) Seller shall not be liable obligated to the Buyer Indemnitees for indemnification make any payment under Section 8.02(a9.1(a), Section 9.1(c) or Section 9.1(h) (A) in respect of any individual Claim for Damages unless such individual claim is for $50,000 or more and (B) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) such Damages exceeds $25,000.00 (the “Basket”)250,000 on an aggregate basis, in which event case Seller shall be required liable solely to pay or the extent of such excess, provided, for the avoidance of doubt, that in no event shall this Section 9.3(b)(i) be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant deemed to apply to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time 9.9 and (the “Cap”). (bii) Buyer shall not be liable obligated to the Seller Indemnitees for indemnification make any payment under Section 8.03(a9.2(c) (A) in respect of any individual Claim for Damages unless such individual claim is for $50,000 or more and (B) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) such Damages exceeds the Basket$250,000 on an aggregate basis, 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 case Seller shall be liable pursuant solely to Section 8.03(a) shall not exceed the Capextent of such excess. (c) Notwithstanding anything else set forth The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance polices) by or on behalf of the Indemnified Party from third parties (including, for the avoidance of doubt, the Specified Parties and any amounts recovered pursuant to Section 9.8) and any Tax benefits actually recognized by such Indemnified Party arising in connection with the accrual, incurrence or payment of any such Damages (such amounts and Tax benefits are collectively referred to herein as “Indemnity Reduction Amounts”). For this purpose, the Indemnified Party shall be deemed to recognize a Tax benefit if, and to the extent that, the Indemnified Party’s cumulative liability for Taxes, calculated by excluding any Tax items attributable to the Damages, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of the Tax year for which such calculation is being made, calculated by taking into account any Tax items attributable to the Damages (to the extent permitted by relevant Tax Law and treating such Tax items as the last items claimed for any Tax year). If any Indemnified Party receives or recognizes any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under this Agreement after the full amount of such Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the determined remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit (without offset or deduction) to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Indemnified Claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. Each Party will, or will cause each Indemnified Party to, as appropriate, use its commercially reasonable efforts to pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any inaccuracy in or breach of a representation or warranty set forth in Section 3.17 , no party shall not be liable obligated to the Buyer indemnify and hold harmless its respective Indemnitees for indemnification under Section 8.02(a10.02(a)(i) (in the case of Seller, and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or Section 10.02(b)(i) (in the case of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Indemnitees under Section 8.02(a10.02(a)(i) or such Section 10.02(b)(i) , as the case may be, exceeds $25,000.00 14,500,000 for all Indemnifiable Losses (the “BasketDeductible”), in at which event Seller shall be required to pay or be liable for all point such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees Indemnitor shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer shall not be liable to the Seller its respective Indemnitees for indemnification the value of the Indemnitee’s claims under Section 8.03(a10.02(a)(i) until (other than with respect to a breach of any Seller Specified Representation) or Section 10.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as the aggregate amount case may be, that is in excess of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer shall be required subject 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to this Article X; provided , however , that any Indemnifiable Losses based upon claims of the Purchaser Indemnified Persons resulting from or arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty set forth in Section 3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be determined without regard $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any materialityand all Indemnifiable Losses under Section 10.02(a)(i) , Material Adverse Effect in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or Sections 10.02(b)(i) , in the case of Purchaser (other similar qualification contained than with respect to a breach of any Purchaser Specified Representation), shall be $174,000,000; provided , that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to claims made under Section 10.02(a)(iii) , Section 10.02(b)(iii) or otherwise applicable Section 10.02(b)(iv). (b) Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder; provided that the costs and expenses of such mitigation shall constitute Indemnifiable Losses hereunder. (c) Notwithstanding anything to the contrary herein, any Indemnifiable Losses resulting from or arising out of any breach of any representation or warrantywarranty of Seller made in this Agreement in respect of Taxes, including under Section 3.17 , shall be limited to Taxes attributable to Pre-Closing Periods.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable required to the Buyer Indemnitees for make any indemnification under payment pursuant to Section 8.02(a‎9.2(a) until such time as the aggregate total amount of all Losses in respect (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies or breaches of indemnification under Section 8.02(aany representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnified Parties, or to which any one or more of the Buyer Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds $25,000.00 219,000 in the aggregate (the “Basket”), in which event and then only for the excess over the Basket; provided, however, that this limitation shall not apply to Losses arising out of or resulting from any Seller Fundamental Representation. Buyer shall not be required to pay or be liable for all make any indemnification payment pursuant to Section ‎9.3(a) until such Losses from time as the first dollar. The aggregate total amount of all Losses (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Seller Indemnified Parties, or to which any one or more of the Seller Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds the Basket, and then only for which Seller Indemnitees shall be liable pursuant to Section 8.02 the excess over the Basket; provided, however, that this limitation shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)apply to Losses or Taxes arising out of or resulting from any Buyer Fundamental Representation. (b) Buyer The maximum aggregate amount that the Indemnitees are entitled to recover in the aggregate from the Indemnitors under Sections ‎9.2(a) and ‎9.3(a) shall be capped at $6,930,000; provided, however, that this limitation shall not be liable apply to the Losses or Taxes arising out of or resulting from any 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 Fundamental Representation or any 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 8.03(a) shall not exceed the CapFundamental Representation. (c) Notwithstanding anything else set forth in this Agreement, except as The limitations set forth in Section 8.04(d‎9.7(a) and Section 8.09 hereof‎9.7(b) shall not apply in the case of, and shall not limit the Escrow Share Amount held rights of an Indemnified Party to recover in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all respect of any Losses for which Seller shall be liableor Taxes, arising out, relating to or resulting from, intentional misrepresentation, willful misconduct or fraud. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For all purposes of this Article VIII‎Article 9, the calculation amount of any Losses as a result of arising from any inaccuracy in or breach of any representation or warranty the representations and warranties contained in this Agreement shall be determined without regard reference to any materiality, the terms “material,” “materially,” “Material Adverse Effect Effect,” “material adverse effect” or other similar qualification qualifications as to materiality contained or incorporated directly or indirectly in or otherwise applicable to any such representation or warranty.

Certain Limitations. The party making a claim under this Article 8 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 8 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 8.2(a) and Section 8.03 8.2(b) shall be subject to the following limitations: (a) Seller shall not be liable to Except in the case of Fraud, the Buyer Indemnitees for Indemnified Parties, collectively, may not recover any Losses pursuant to an indemnification claim under Section 8.02(a8.2(a)(i) until the aggregate amount of all Losses (other than a claim in respect of indemnification under Section 8.02(aa Company Fundamental Representation or in connection with VDA Losses) exceeds unless and until the Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $25,000.00 1,000,000 in Losses (the “Basket”)) in the aggregate, in at which event Seller time the Buyer Indemnified Parties shall be required entitled to pay or be liable for recover all such Losses from the first dollar. The aggregate amount ; provided, however, that no Buyer Indemnified Party shall be entitled to recover any individual Losses (or series of all related Losses arising from a common set of facts) under Section 8.2(a)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for which Seller Indemnitees shall they would otherwise be liable pursuant entitled to indemnification under Section 8.02 shall not 8.2(a)(i) exceed the Escrow Share Amount held in Escrow at that such time $10,000 (the “CapMini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Basket in this Section 8.3(a). (b) Except in the case of Fraud, in no event shall the Buyer shall not be liable Indemnified Parties, collectively, recover any Losses pursuant to the Seller Indemnitees for an indemnification claim under Section 8.03(a8.2(a)(i) until the aggregate amount of all Losses (other than a claim in respect of a Company Fundamental Representation) in excess of an amount equal to the Indemnity Holdback Amount. In connection with any claim for indemnification for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2 and subject to this Article 8, no Seller shall be liable for more than his, her or its Pro Rata Fraction of any Losses arising out of or resulting from such claim; provided, however, with respect to a breach of a representation or warranty made solely by an individual Seller contained in Article 4, or a breach of a covenant solely by an individual Seller contained in this Agreement or in any other Related Agreement (as contrasted with a breach by the Company or the Sellers collectively) (with each such individual Seller breach referred to herein as an “Individual Seller Breach”), such particular Seller shall be solely liable for all Losses arising only in connection with such Individual Seller Breach, and no other Seller shall be liable hereunder for any such Individual Seller Breach. (c) Except in the case of Fraud, Sellers, collectively, may not recover any Losses pursuant to an indemnification claim under Section 8.03(a8.2(b)(i) exceeds (other than a claim in respect of a Buyer Fundamental Representation) unless and until Sellers, as a group, shall have paid, incurred, suffered or sustained Losses in excess of the Basket, in at which event Buyer time Sellers shall be required entitled to pay or be liable for recover all such Losses from the first dollar. 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 anything else set forth in this Agreement; provided, except as set forth in Section 8.04(d) and Section 8.09 hereofhowever, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which that no Seller shall be liableentitled to recover any individual Losses (or series of related Losses arising from a common set of facts) under Section 8.2(b)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for which they would otherwise be entitled to indemnification under Section 8.2(b)(i) exceed the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Basket in this Section 8.3(c). (d) Notwithstanding In no event shall the foregoingLiability of any Seller for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration and Additional Consideration received or entitled to be received by such Seller, the limitations set forth unless such indemnification claim is being made in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out respect of fraud, criminal activity Fraud committed by such Seller or willful misconduct, Fraud of which such Seller had actual knowledge (in which case such Losses event there shall be limited solely to no limitation on the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge Liability of such fraud prior to Seller hereunder or under applicable Law). In no event shall the date hereof, solely up to Liability of Buyer for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration Shares actually received by the Sellerand Additional Consideration. (e) For purposes of this Article VIII, the calculation The amount of any Losses as a result that are subject to indemnification under this Article 8 shall be calculated net of the amount of any inaccuracy insurance proceeds (including without limitation all tail insurance policies obtained in connection herewith), indemnification payments or breach reimbursements actually received by the Indemnified Party from third parties (other than the Sellers) in respect of such Losses (net of any representation reasonable and documented out-of-pocket costs or warranty expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments directly resulting from such recovery). (f) For the avoidance of doubt, any Losses subject to indemnification under this Agreement shall be determined without regard duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement (including under any Related Agreement). (g) In no event shall any Indemnifying Party be liable to any materialityIndemnified Party for any punitive damages or damages which are not reasonably foreseeable, Material Adverse Effect other than, in each case, as awarded to a third party. (h) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate, only to the minimum extent required by applicable Law, any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent required by applicable Law to remedy the breach that gives rise to such Losses. (i) Each party acknowledges and agrees that, other similar qualification contained in than with respect to any Related Agreement (which shall be subject to the terms and conditions thereof), such party’s sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise applicable resulting from or arising out of this Agreement or the Transactions will be pursuant to the indemnification provisions set forth in this Article 8; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any party of (i) any right to specific performance or injunctive relief, or (ii) any right or remedy with respect to Fraud. Subject to the other limitations contained herein (including the obligation to mitigate damages set forth in Section 8.3(h)), the obligations of the Sellers under this Article 8 shall not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by any Group Company that contributed to any inaccuracy or breach giving rise to such representation or warrantyobligation, it being understood that Sellers, not the Group Companies, shall have the sole obligation for the indemnification obligations under this Article 8.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 (a) After the Closing, Sellers shall not be subject required to the following limitationsindemnify Buyer Group Indemnitees for: (ai) Seller shall not be liable to the Buyer Indemnitees for indemnification Losses under Section 8.02(a8.2(a) (except with respect to inaccuracies in or breaches of any of the Sellers’ Fundamental Representations) until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 150,000 (the “BasketDeductible”), in which event Seller Sellers shall be required to pay or be liable jointly and severally responsible only for all any such Losses from in excess of such Deductible; (x) Losses under Section 8.2(a) (except with respect to inaccuracies in or breaches of any of the first dollar. The Sellers’ Fundamental Representations) in the aggregate amount in excess of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time $3,000,000 (the “Cap”). (b) After the Closing, except with respect to inaccuracies in or breaches of the Buyer Group Fundamental Representations, neither Buyer nor Parent shall not be liable required to the indemnify Seller Indemnitees for indemnification Losses under Section 8.03(a8.3(a) (i) until the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer and Parent shall be required to pay jointly and severally responsible only for Losses in excess of such Deductible, or be liable (ii) for all such Losses from in the first dollar. The aggregate amount in excess of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any (i) an inaccuracy in or breach of any a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, “Material Adverse Effect” or “Buyer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect” or similar language and (ii) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (i), shall be determined without regard to any limitation or qualification as to materiality, “Material Adverse Effect Effect” or other “Seller Material Adverse Effect” or similar qualification contained language set forth in or otherwise applicable to such representation or warranty. (d) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Sellers, and the Buyer Group Indemnitees’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Group Indemnitees shall be deemed to have relied upon the representations and warranties of Sellers set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Group Indemnitees (including by any of its advisors, consultants or representatives) or by reason of the fact that any of the Buyer Group Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s or Parent’s waiver of any condition set forth in Article VI. The representations, warranties and covenants of Buyer and Parent, and the Seller Indemnitees’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnitees shall be deemed to have relied upon the representations and warranties of Buyer and Parent set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Seller Indemnitees (including by any of a Seller Indemnitee’s advisors, consultants or representatives) or by reason of the fact that any of the Seller Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Sellers’ Representative’s waiver of any condition set forth in Article VI. (e) Except as provided in Article V and Section 10.10, the indemnity provided for in this Article VIII shall be the sole and exclusive monetary remedy (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance to enforce a payment or performance obligation hereunder) of Buyer Group Indemnitees or Seller Indemnitees, as the case may be, after the Closing with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud or willful misconduct). Notwithstanding anything to the contrary in this Agreement, none of the limitations on indemnities set forth in this Article VIII shall apply in the event of any fraud or willful misconduct on the part of any of the parties or their Affiliates. (f) For purposes of this Agreement, “Losses” shall exclude (i) punitive and exemplary damages, except to the extent awarded in connection with any Third Party Claim and (ii) consequential damages, including lost income and profits and interruptions of business to the extent constituting consequential damages, except (A) to the extent such damages are the probable and reasonably foreseeable consequence of a breach of the representation or warranty or a breach or failure to perform any covenant or agreement contained in a Transaction Agreement or (B) to the extent such damages are awarded in connection with any Third Party Claims; provided, that in no event will the term “Losses” exclude Losses directly or indirectly resulting from, incurred in connection with or arising out of fraud or willful misconduct.

Certain Limitations. The Person making a claim for indemnification pursuant to this Article 9 is referred to as the “Indemnified Party” and the party against whom such claims are asserted is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 herein shall be subject to the following limitations: (a) No Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall not be entitled to require payment in respect of any Loss pursuant to the indemnities contained in Section 9.2(a) or Section 9.3(a), as applicable (other than claims for Losses relating to a Fundamental Representation, claims for Losses relating to the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or 7.18(f), or claims arising from fraud), and no Seller or Buyer, as applicable, shall be liable for any indemnity payment thereunder (other than claims for Losses relating to a Fundamental Representation, claims for Losses relating to the Buyer Indemnitees for indemnification under Section 8.02(arepresentations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or 7.18(f), or claims arising from fraud) until unless: (i) the amount finally agreed or adjudicated of any such individual Loss exceeds $250,000 (the “De Minimis Amount”); and (ii) either alone or together with the aggregate amount of all Losses finally agreed or adjudicated to be payable in respect of indemnification other Losses for which the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, would otherwise be entitled to require payment under such indemnities, such aggregate Loss exceeds 1% of the Base Purchase Price as finally adjusted pursuant to Section 8.02(a) exceeds $25,000.00 4.4 (the “BasketDeductible”), in which event Seller provided, however, that any individual Loss used to calculate the Deductible shall be required to pay no less than the De Minimis Amount (it being agreed and understood that if any individual Loss equals or be liable for all such Losses from exceeds the first dollar. The aggregate De Minimis Amount, the full amount of all Losses for which Seller Indemnitees such Loss shall be liable pursuant applied to Section 8.02 and considered for the Deductible). Once the Deductible has been exceeded, the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall not exceed only be entitled to require payment on such indemnities on the Escrow Share Amount held in Escrow at portion of the aggregate Losses that such time (exceeds the “Cap”)Deductible. (b) Buyer The Sellers shall not be jointly and severally liable for any Losses pursuant to the Seller Indemnitees for indemnification under indemnities contained in 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 9.2. The Buyers shall be required to pay or be jointly and severally liable for all such any Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to the indemnities contained in Section 8.03(a) shall not exceed the Cap9.3. (c) Notwithstanding anything else set forth any provision in this AgreementAgreement to the contrary: (i) the maximum aggregate liability of Sellers pursuant to Section 9.2(a) (other than claims for Losses relating to a breach of a Fundamental Representation or claims arising from fraud) shall not exceed 20% of the Base Purchase Price as finally adjusted pursuant to Section 4.4, except as set forth in and (ii) Sellers aggregate liability pursuant to Section 8.04(d9.2(a) (other than claims for Losses relating to a Fundamental Representation or claims arising from fraud) and in respect of Excluded Liabilities relating to the Bald Mountain Exploration Business shall not in any event exceed the Base Purchase Price as finally adjusted pursuant to Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable4.4. (d) Notwithstanding any provision in this Agreement to the foregoing, the limitations set forth in Section 8.04(acontrary Buyers’ aggregate liability pursuant to Sections 9.3(a) and Section 8.04(b9.3(b) shall not apply in no event exceed the Base Purchase Price as finally adjusted pursuant to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the SellerSection 4.4. (e) For purposes of this Article VIIISection 9.4: (i) Losses arising out of separate sets of facts, matters or circumstances will not be treated as an individual Loss, even if each set of facts, matters or circumstances may be a breach of the same representation and warranty; and (ii) Losses of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as an individual Loss. (f) Each of the parties agrees to take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss that would be indemnifiable hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (g) Where an Indemnified Party is, or would be likely to be, entitled to recover or be compensated or indemnified by another Person, whether by way of contract, indemnity or otherwise (including under a policy of insurance), any amount in respect of a claim made by the Indemnified Party, the calculation Indemnified Party shall promptly notify the Indemnifying Party of such right or entitlement, take all commercially reasonable steps to seek recovery of that amount and keep the Indemnifying Party at all times fully and promptly notified of the status of such recovery. The amount of the claim by the Indemnified Party shall be reduced by any Losses amount actually recovered by the Indemnified Party (net of all reasonable out of pocket costs and expenses incurred in doing so and any Tax paid or payable on the amount recovered). (h) If, after an Indemnifying Party has made a payment in respect of a claim, an Indemnified Party recovers from or is paid by another person any amount in respect of the Loss that gave rise to the claim, the Indemnified Party shall promptly, and in any event within 10 Business Days, pay to the Indemnifying Party, the lesser of (i) the amount of the Loss that was recovered or paid and (ii) the amount paid by the Indemnifying Party to the Indemnified Party in respect of the claim, in either case net of all reasonable out of pocket costs and expenses incurred in obtaining the recovery or payment and any Tax paid or payable as a result of any inaccuracy in receiving such recovery or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantypayment.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (a) Subject to the following limitations: provisions of this Section 9.3 (a) Seller ), Sellers shall not be liable obligated or required to make any indemnification payment, and Buyer Indemnified Parties shall not be entitled to present a claim, demand or to receive any indemnification payment pursuant to ‎this Agreement or pursuant to any of the Buyer Indemnitees for indemnification under Section 8.02(aother Transaction Agreements: (i) until with respect to any specific item of claim which represent a damage of less than US$ 20,000 (De Minimis)until such time as the aggregate total amount of all Losses in respect Damages that have been suffered or incurred by any one or more of indemnification under Section 8.02(athe Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together) exceeds $25,000.00 a total amount equal to USD 250,000 (the “BasketBasket Amount”), in which event Seller . If the total amount of such Damages reaches or exceeds the Basket Amount then the Buyer Indemnified Parties shall be required entitled to pay or be liable indemnified for all such Losses from the first dollar. The aggregate entire amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed such Damages including the Escrow Share Amount held in Escrow at that such time (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 be required to pay or be liable for all such Losses from the first dollarBasket Amount. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a9.3 (a) and Section 8.04(b) shall do not apply to Losses based upon claims arising out in the case of fraud, criminal activity intentional misrepresentation, or willful or criminal misconduct, in which case such Losses shall be limited solely . 56 (b) Notwithstanding anything to the Seller andcontrary herein or in the other Transaction Agreements, provided that Seller and the Seller Affiliates did maximum aggregate Liabilities of Sellers pursuant to this Agreement or in the other Transaction Agreements, shall in no event exceed an amount equal to 25% of the aggregate Purchase Price actually paid to Sellers hereunder. Notwithstanding the foregoing, the limitations set forth in this Section 9.3 (b) do not participate apply in the case of fraud, intentional misrepresentation, or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerwillful or criminal misconduct. (ec) For purposes Any amounts payable pursuant to the indemnification obligations hereunder, or (if any) in the other Transaction Agreements shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Article VIIIAgreement or the other Transaction Agreements for the same Damages. (d) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, except in the calculation case fraud, intentional misrepresentation, or willful or criminal misconduct, Sellers and Buyers shall have no liability for any loss of profits or anticipated savings; loss of goodwill or injury to reputation; the loss of business opportunity; punitive or exemplary damages; or any Losses as a result of any inaccuracy in other indirect, consequential or breach of any representation special loss or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantydamage.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses No claim, or recovery in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”)thereof, 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 Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty (except representations and warranties contained in Section 5.14) shall be determined without regard allowed (i) unless the amount recoverable in respect of each claim or group of related claims exceeds Forty Thousand United States dollars (US $40,000) (or the foreign currency equivalent thereof) and the amount recoverable in respect of all such qualifying claims exceeds Twenty Million United States dollars (US $20,000,000) in the aggregate (or the foreign currency equivalent thereof), in which case the liability of the Indemnifying Party shall not be restricted to merely the excess over the threshold amounts referred to above; and (ii) with respect to an obligation which is contingent, unless and until the obligation becomes actual. (b) The amounts which, but for this Paragraph (b), would be recoverable under this Article 10, shall be reduced to the extent of any insurance proceeds recoverable in respect thereof by the Indemnified Party or any of its Affiliates under any policy of insurance carried by any of them. (c) The Indemnifying Party shall have no liability hereunder for a breach of any representation or warranty to the extent that: (i) in the case of ABB, a specific provision or reserve in respect of the relevant Losses was made in the Financial Statements or such Losses were deducted in the calculation of the Actual Equity; (ii) in the case of ABB, any specific provision or reserve made as aforesaid proves insufficient only by reason of any reduction of Tax allowances or reliefs after the Closing Date; (iii) such Losses would not have arisen but for any alteration or repeal or enactment of any Applicable Law after the Closing Date; (iv) such Losses would not have arisen but for any change in the accounting policies, practices or procedures adopted by the Indemnified Party and/or its Affiliates or for any other act or omission by any of them after the Closing Date; or (v) such Losses would not have arisen but for a failure by the Indemnified Party or any of its Affiliates to take reasonable steps to mitigate the effect of the circumstances giving rise to the claim. (d) Without limiting either party's rights under Article 8, the Indemnifying Party shall have no liability hereunder for a breach of any representation or warranty if the matter in question is subject to any materialityindemnity (other than the indemnity referred to in clause (i) of Section 10.1) given by the Indemnifying Party in this Agreement, Material Adverse Effect whether or not, under such indemnity, a portion of the Losses is to be absorbed by the Indemnified Party. (e) Except with respect to claims relating to Taxes, the aggregate liability of the Indemnifying Party for all claims pursuant to clause (i) of Section 10.1 shall be limited to an aggregate amount equal to seventy percent (70%) of the Purchase Price. (f) No special, indirect, consequential or punitive damages or losses of any kind (including but not limited to loss of profits, loss of revenue, loss of use, loss of production, costs of capital or costs connected with the interruption of operation), regardless of the legal theory on which the claim is based, shall be recoverable hereunder. (g) If a failure by the Indemnifying Party duly to perform its obligations under this Agreement is capable of being remedied, the Indemnified Party shall not be entitled to compensation for any breach unless the Indemnifying Party is given written notice of such failure and either (i) fails to commence remedial action within thirty (30) days of such notice, (ii) fails to pursue such action diligently at all times thereafter until the original failure has been remedied, or (iii) fails to remedy the original failure within one hundred eighty (180) days after such notice. (h) The Indemnified Party shall use all reasonable efforts to pursue any and all rights to reimbursement, recovery or indemnification with respect to all Losses for which it is entitled to indemnification under this Article 10 pursuant to any Contract, insurance policy or arrangement with any Person (other similar qualification contained than Affiliates of the Indemnified Party) prior to bringing any claim against the Indemnifying Party under this Article 10. The Indemnified Party shall not be required to expend any material sum or commence any litigation or arbitration proceeding unless the Indemnifying Party expressly agrees to indemnify the Indemnified Party for such expenditure and any Losses incurred by the Indemnified Party in such litigation or otherwise arbitration. (i) Nothing in Section 10.3(a)(ii), (g) or (h) shall preclude the Indemnified Party from giving the Indemnifying Party notice of any claim in accordance with Section 10.7, in which case such claim, if such notice is given within the applicable time period provided for in Section 10.7, shall not be time-barred under that Section; PROVIDED that, with respect to Section 10.3(a)(ii), any claim pursuant thereto shall be time-barred ninety (90) days after the date that the relevant obligation becomes actual, unless prior to the expiration of such ninety (90) day period the Indemnified Party shall have notified the Indemnifying Party of such fact and shall have demanded payment of such claims; and PROVIDED FURTHER that with respect to Sections 10.3(g) and (h), such tolling period shall terminate (i) in the case of Section 10.3(g), when the Indemnifying Party shall have notified the Indemnified Party that it has ceased pursuit of a remedy of the alleged breach in question or, if earlier, the expiration of the 180-day period provided for in such Section and (ii) in the case of Section 10.3(h), when the Indemnified Party shall have ceased pursuing rights to reimbursement, recovery or alternative indemnification pursuant to such representation or warrantySection.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. Notwithstanding anything to the contrary in this Agreement or any right or remedy available under any Law, the indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller shall be liable for Losses under Section 7.02(a) (other than with respect to Fundamental Warranties) only if such Losses exceed, in the aggregate, $75,000 (the “Deductible”). For the avoidance of doubt, Seller’s liability for Taxes (whether arising under Section 7.02(c) or otherwise) shall not be subject to the Deductible. Buyer and the Operating Company shall be liable for Losses under Section 7.03(a) only if such Losses exceed, in the aggregate, the Deductible. For the avoidance of doubt, with respect to the Buyer Indemnitees for indemnification Indemnified Parties’ aggregate Losses under Section 8.02(a7.02(a) until or the Seller Indemnified Parties’ aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”7.03(a), in which event the Buyer Indemnified Parties and the Seller Indemnified Parties, as applicable, shall be required entitled to pay recover only that portion of their Losses under Section 7.02(a) or be liable for all such Losses from 7.03(a), respectively, in excess of the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Deductible. (b) No Buyer Indemnified Party may recover any Losses pursuant to Section 7.02(a) (other than with respect to Fundamental Warranties) from Seller in excess of an aggregate amount equal to Three Million Dollars ($3,000,000). The foregoing limitation shall not be liable apply to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all claims with respect to Fundamental Warranties (it being understood that Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Fundamental Warranties shall be required to pay or be liable counted for all purposes of determining whether the foregoing limitation has been reached notwithstanding the fact that such Losses from the first dollarare indemnifiable). The aggregate amount of all No Buyer Indemnified Party may recover any Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap7.02(a), including with respect to Fundamental Warranties, from Seller in excess of an aggregate amount equal to Twenty Million Dollars ($20,000,000). (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, to the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoingcontrary herein, the limitations set forth in Section 8.04(aSections 7.04(a) and Section 8.04(b(b) shall not apply to Losses based upon claims arising out any claim for fraud or intentional misrepresentation. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of fraud, criminal activity or willful misconduct, in which case such Losses any Loss shall be limited solely to the Seller andamount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, provided that Seller contribution or other similar payment actually received in respect of any such claim (net of any deductibles and taking into account any increase in the cost of insurance as the result of such recovery). 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. Notwithstanding the foregoing, no claim for indemnification shall be conditioned upon the final resolution of such insurance claim and the Seller Affiliates did not participate in or have knowledge proceeds of such fraud prior claim to be paid back to the date hereof, solely up Indemnifying Party if collected after the payment by the Indemnifying Party to the Consideration Shares actually received by the SellerIndemnified Party concerning such claim. (e) For purposes of this Article VIIIEach Person entitled to indemnification hereunder shall take, the calculation or cause to be taken, commercially reasonable steps to mitigate all Losses after becoming aware of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall event that could reasonably be determined without regard expected to give rise to any materiality, Material Adverse Effect Losses which are indemnifiable or other similar qualification contained recoverable hereunder or in or otherwise applicable to such representation or warrantyconnection herewith.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 11.2 shall be subject to the following limitations: (a) Seller Indemnifying Parties shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a11.2(a) and (e) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a11.2(a) and (e) exceeds $25,000.00 100,000 (the “Basket”), in which event Seller Indemnifying Parties shall only be required to pay or be liable for all such Losses from in excess of the first dollar. Basket. (b) The aggregate amount of all Losses for which Seller Indemnitees Indemnifying Parties shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time 11.2(a) and (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 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 8.03(ae) shall not exceed the Cap$3,800,000. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 11.4(a) and Section 8.04(b(b) shall not apply to Losses based upon claims upon, arising out of actual fraud or arising out of, with respect to or by reason of any inaccuracy in the Seller Fundamental Representations. (d) Except for actual fraud, criminal activity or willful misconduct, in the aggregate amount of all Losses for which case such Losses Seller Indemnifying Parties shall be limited solely liable pursuant to the Seller and, provided that Seller and the Seller Affiliates did Section 11.2(a) shall not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerexceed $19,000,000. (e) For purposes of this Article VIIIExcept for actual fraud, the calculation of no Seller Indemnifying Party shall be liable for any Losses as a result pursuant to Section 11.2 in excess of the Purchase Price actually received by such Seller Indemnifying Party and in no event will any inaccuracy in or Seller Indemnifying Party be liable for any breach of any a representation or warranty or actual fraud committed by any other Seller Indemnifying Party. For the avoidance of doubt, even in the event of actual fraud, no Seller indemnifying Party that has not committed fraud shall be determined without regard liable for any Losses in excess of the Purchase Price actually received by such Seller Indemnifying Party. (f) Notwithstanding anything herein to the contrary, from and after the Closing, any materialityclaims for indemnification under Section 11.2 shall, Material Adverse Effect subject to the foregoing provisions of this Section 11.4, be satisfied (i) first, to the extent recovery is available under the Escrow Fund, pursuant to the Escrow Agreement, (ii) second, by offset against any amounts of Earn-Out Payment that become due (but have not already been paid) pursuant to Section 2.5, , and (iii) third, to the extent recovery is not available by offset of any Earn-out Payment or other similar qualification contained in or otherwise applicable to such representation or warrantyunder the Escrow Fund, directly by Seller Indemnifying Parties.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 8.02, Section 8.03 and Section 8.03 8.08 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a), Section 8.02(d) and/or Section 8.08 until the aggregate amount of all Losses in respect of indemnification for which the Sellers are required to indemnify the Buyer Indemnified Parties under Section 8.02(a), Section 8.02(d) and Section 8.08 exceeds Ten Million Dollars ($25,000.00 10,000,000) (the “BasketDeductible”), in which event Seller the Sellers shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Deductible. (b) Buyer Buyers shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification for which the Buyers are required to indemnify the Seller Indemnified Parties under Section 8.03(a) exceeds the Basket, Deductible in which event Buyer the Buyers shall only be required to pay or be liable for all such Losses in excess of the Deductible. (c) Notwithstanding anything in this Agreement or the CIT Bank Agreement or any Delivered Lost Note Affidavit to the contrary, with respect to any claims as to which the Buyer Indemnified Parties may be entitled to indemnification under Section 8.02(a), Section 8.02(d) and/or Section 8.08, if the aggregate Losses (excluding any attorneys’ fees relating to such Losses) relating to any single Transferred Interest or CIT Bank Transferred Interest are less than Sixty Five Thousand Dollars ($65,000) (such amount, the “Per Claim Threshold”), none of such Losses shall be counted toward the Deductible. For the avoidance of doubt, the Per Claim Threshold shall not apply once the Deductible has been satisfied. (d) At the end of each three (3)-month period during the period from the first dollarOctober Closing Date through the date on which the Deductible has been satisfied, each Party shall provide written notice (along with reasonable supporting documentation) to the other Parties of the incurrence of any all Losses during such three (3)-month period which will, or can be reasonably expected to, count toward the Deductible after taking into account the limitations set forth in this Section 8.04. (e) Notwithstanding anything in this Agreement, the CIT Bank Agreement or any Lost Note Affidavit to the contrary, in no event shall Sellers be required to indemnify the Buyer Indemnified Parties for or on account of Losses resulting from, arising out of or relating to any Covered Repair or Denial Actions (even if any such Losses are also covered by any indemnity in Section 8.08 hereof or in any Lost Note Affidavit or are alleged to have resulted from, arisen out of or relate to a breach by Sellers or CIT Bank of any of their representations, warranties, covenants or agreements set forth herein or in the CIT Bank Agreement) for any amount in excess of eight million five hundred thousand dollars ($8,500,000) (the “Repair and Denial Cap”) after the Deductible has been satisfied; provided, however, that if the Final Purchase Price Adjustment Calculation reflects a Missing Remaining Required Document Percentage of more than twenty percent (20%), then the Repair and Denial Cap shall be automatically increased to ten million dollars ($10,000,000) without any further action of the Parties hereto. Any such increase in the Repair and Denial Cap shall be the sole and exclusive remedy of the Buyer Indemnified Parties for any failure of the Applicable Sellers to deliver to Buyers any Remaining Required Documents or other documents relating to the Transferred Loans and neither Sellers nor any of their Affiliates shall be required to indemnify, hold harmless or otherwise compensate or reimburse any Buyer Indemnified Parties, pursuant to Article VIII hereof, pursuant to any Lost Note Affidavit, or otherwise, for any Losses incurred or sustained by, or imposed upon, any Buyer Indemnified Party as a result of, related to or arising out of any failure of the Applicable Sellers to deliver to Buyers any Remaining Required Documents or other documents relating to the Transferred Loans. (f) The aggregate amount of all Losses for which Buyer an Indemnifying Party shall be liable pursuant to Section 8.02(a), Section 8.03(a) or Section 8.08 (which liability shall not include any Losses resulting from, arising out of or relating to any Covered Repair or Denial Actions even if any such Losses are also covered by any indemnity in Section 8.08 hereof or in any Lost Note Affidavit or are also alleged to have resulted from, arisen out of or relate to a breach by Sellers or CIT Bank of any of their representations or warranties set forth herein or in the CIT Bank Agreement), as the case may be, shall not exceed the Capthirty three million dollars ($33,000,000). (cg) Payments by an Indemnifying Party pursuant to Section 8.02, Section 8.03 or Section 8.08 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; provided, however, such payments shall include the amount of any out-of-pocket expenses incurred in connection with pursuing recovery under such insurance or indemnity, contribution or other similar agreement. 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. (h) In no event shall any Indemnifying Party be liable to indemnify any Indemnified Party pursuant to this Article VIII for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity or diminution of value or any damages based on any type of multiple (except, in the case of punitive, special, or exemplary damages, to the extent that such damages are actually paid or awarded to a third-party in connection with a Third Party Claim). (i) 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, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (j) Notwithstanding anything else set forth in this AgreementAgreement or the CIT Bank Agreement to the contrary, except as set forth in Section 8.04(d(a) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent Property Taxes Deduct shall be the sole and exclusive remedy of the Buyer Indemnified Parties for Buyer Indemnitees for all any Losses for which Seller shall be liable. (d) Notwithstanding or diminution in value of the foregoingPurchased Assets resulting from, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims caused by or arising out of fraudany Tax-related Encumbrances on or against any real estate Collateral securing any Transferred Loan or any Transferred CIT Bank Loan or any REO Property relating to any Transferred Loan or Transferred CIT Bank Loan (collectively, criminal activity or willful misconduct“Tax Lien Losses”), in which case such Losses and (ii) the Other Charges Deduct shall be limited solely the sole and exclusive remedy of the Buyer Indemnified Parties for any Losses or diminution in value of the Purchased Assets or the CIT Bank Purchased Assets resulting from, caused by or arising out of any other Encumbrances on or against any real estate Collateral securing any Transferred Loan or any Transferred CIT Bank Loan or any REO Property relating to any Transferred Loan or Transferred CIT Bank Loan (collectively, “Other Lien Losses”) and (b) in no event shall the Seller and, provided that Seller and the Seller Affiliates did not participate in Applicable Sellers be required to indemnify any Buyer Indemnified Party for any Tax Lien Losses or have knowledge of such fraud prior Other Lien Losses pursuant to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of 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 VIII or otherwise applicable pursuant to such representation this Agreement or warrantythe CIT Bank Agreement.

Certain Limitations. The Notwithstanding any other provision in this Agreement to the contrary, the indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a8.2(a) (i) unless such claim for indemnification individually or a series of related claims involves Losses in excess of Fifty Thousand Dollars ($50,000) (the “De Minimis Amount”), it being understood that if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnitees’ Losses under Section 8.2(a), and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds Five Hundred Thousand Dollars ($25,000.00 500,000) (the “Basket”), in which event Seller Sellers shall be required to pay or be liable only for all such aggregate Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees Sellers shall be liable pursuant to Section 8.02 8.2(a) shall not exceed the Escrow Share Amount held in Escrow at that such time Four Million Nine Hundred Fifty Thousand Dollars ($4,950,000.00) (the “Cap”). The aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 8.2 shall not exceed the Purchase Price. (b) Buyer Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.3(a) (I) unless such claim for indemnification individually or a series of related claims involves Losses in excess of the De Minimis Amount, it being understood that if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnitees Losses under Section 8.3(b) and (II) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer Purchaser shall be required to pay or be liable only for all such aggregate Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Purchaser shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. The aggregate amount of all Losses for which Purchaser shall be liable pursuant to Section 8.3 shall not exceed the Purchase Price. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in the first and second sentences of Section 8.04(a8.4(a) and the first and second sentences of Section 8.04(b8.4(b) shall not apply to Losses based upon claims upon, arising out of fraudof, criminal activity with respect to or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result reason of any inaccuracy in or breach of any representation or warranty in any of the Fundamental Representations. (d) Notwithstanding any provision to the contrary in this Agreement, in no event shall any Indemnified Party be entitled to double recovery under this Agreement. In particular, in the event any circumstances given rise to a Loss constitute a breach of more than one representation and warranty, obligation or covenant on the part of any Indemnifying Party, the Indemnified Party shall only collectively be entitled to be indemnified once in respect of such Loss. Furthermore, the amount of any Loss for which indemnification is provided hereunder shall be determined without regard net of (a) any amounts recovered (net of collection costs) by the Indemnified Party pursuant to any materialityindemnification by or indemnification agreement with any third-party (other than this Agreement), Material Adverse Effect (b) any insurance proceeds (net of collection costs) received by the Indemnified Party, or other similar qualification contained that the Indemnified Party is entitled to receive under existing insurance policies in connection with the relevant Loss (it being agreed that if third-party insurance or otherwise indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), (c) an amount equal to the actual cash Tax savings or benefits realized by the Indemnified Party that are directly attributable to such Loss and that are realized in the same taxable year as such Loss is incurred, (d) any accruals or reserves on the Abbreviated Financials, and (e) any amount for which a reserve or accrual is established in Closing Net Working Capital or which has otherwise been taken into account as a liability for purposes of the calculation of the Purchase Price. Each Indemnified Party shall use commercially reasonable efforts to obtain such recoveries from such insurance policies. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses. (e) For purposes of this ARTICLE VIII, for purposes of determining the amount of Losses suffered (but not whether a breach occurred) as a result of any breach of any representation or warranty, no effect shall be given to any “materiality,” or “Material Adverse Effect”.

Certain Limitations. The indemnification provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller The Stockholders and the Optionholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.2(a) exceeds $25,000.00 500,000 (the “Basket”), in which event Seller the Stockholders and Optionholders shall be required to pay or be liable for all such Losses from the first dollar in accordance with the provisions, and subject to the limitations, of this Agreement. Except for Losses arising from a breach of a Fundamental Representations or a breach of the representations and warranties set forth in Section 3.8, a claim by Parent hereunder shall be limited to the amount of the remaining Escrow Fund. Losses arising from a breach of the Fundamental Representations and a breach of Sections 3.8, shall not be so limited but the aggregate amount of all Losses for which any Stockholder or Optionholder shall be liable pursuant to Section 9.2 shall not exceed the overall consideration received by such Stockholder or Optionholder under this Agreement. (b) Parent shall not be liable to the Stockholder Indemnitees for indemnification under Section 9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Basket, in which event Parent 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 Indemnitees Parent shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a9.3(a) shall not exceed the Cap$2,500,000. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent The amount of any Loss subject to indemnification shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. calculated net of (da) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely any Tax Benefit inuring to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge Indemnified Party on account of such fraud prior to the date hereofLoss and (b) any insurance proceeds or any indemnity, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect contribution or other similar qualification contained payment recoverable by the Indemnified Party from any third party with respect thereto. If the Indemnified Party receives such insurance proceeds, contribution or similar payments after being indemnified with respect to some or all of such Loss, such Indemnified Party shall pay to the Indemnifying Party the lesser of (i) the amount of such insurance proceeds or indemnity, contribution or similar payment, less reasonable out-of-pocket expenses incurred in connection with such recovery and (ii) the aggregate amount paid to such Indemnified Party with respect to such Loss. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Indemnifying Party the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the highest marginal tax rates applicable to the recipient of such representation or warrantybenefit. The Indemnified Party shall seek full recovery under all insurance policies covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder.

Certain Limitations. The rights of Buyer Indemnitees and Seller Indemnitees to indemnification under this Article 10 shall be limited as provided for in Section 8.02 10.5 and Section 8.03 shall be subject to the following limitationsas follows: (a) Seller shall not be liable to the Buyer Indemnitees No Claim Notice for indemnification under may be provided with respect to any Claim for breach of a representation, warranty, covenant or other agreement in this Agreement beyond the survival period specified in Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”)10.1; provided, in which event Seller shall be required to pay or be liable however, that for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable purposes hereof, a second Claim Notice delivered pursuant to Section 8.02 10.5(c) shall not exceed be deemed to have been delivered at the Escrow Share Amount held in Escrow at that such same time (as the “Cap”)initial Claim Notice to which the Claim relates. (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 be required to pay or be liable for all such Losses from the first dollar. The aggregate amount liability of all Losses for which Buyer shall be liable each Seller pursuant to Section 8.03(a10.3(a) and Section 10.3(b)(i), together with all Losses recovered by the Buyer Indemnitees under Section 10.3(a) and Section 10.3(b)(i), shall not exceed the Capamount of the Aggregate Consideration received by such Seller. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in The recovery of Losses by any Buyer Indemnitee pursuant to Section 8.04(d10.3(b)(ii) and Section 8.09 hereof10.3(b)(iii), the Escrow Share Amount held in escrow together with all Losses recovered by Escrow Agent other Buyer Indemnitees under such provisions, shall be limited to an aggregate of $15,000,000, and the sole aggregate liability of each Seller pursuant to Section 10.3(b)(ii) and exclusive remedy for Buyer Indemnitees for all Losses for which Seller Section 10.3(b)(iii) shall be liablenot exceed such Seller’s Pro Rata Share of $15,000,000. (d) Notwithstanding the foregoing, the limitations set forth in The recovery of Losses by any Seller Indemnitee pursuant to Section 8.04(a10.2(a) and Section 8.04(b) shall not apply to 10.2(b), together with all Losses based upon claims arising out of fraudrecovered by other Seller Indemnitees under such provisions, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge an aggregate of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller$15,000,000. (e) No Buyer Indemnitee shall be entitled to recover Losses pursuant to Section 10.3(b)(i) or Section 10.3(b)(ii) and no Seller Indemnitee shall be entitled to recover losses pursuant to Section 10.2(b), unless: (i) the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall have suffered or incurred aggregate Losses otherwise recoverable under this Article 10 in an amount in excess of the Deductible, and then recovery shall be permitted only to the extent such Losses exceed $500,000 (i.e., $500,000 of the Deductible shall be recoverable); and (ii) after the Deductible has been met, the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall have suffered or incurred Losses with respect to the individual Claim or series of related Claims that arise out of substantially the same facts and circumstances for which recovery is sought in excess of $50,000, in which case the full amount of such Losses shall be recoverable, subject to the limitations imposed by the other provisions of this Section 10.4. Notwithstanding the foregoing, any claim for indemnification (and the Losses recoverable therefrom) that may be brought under both (A) Section 10.3(b)(i) and/or Section 10.3(b)(iii), on the one hand, and (B) any other subsection of Section 10.3, on the other hand, shall not be subject to any limitation specified in this Section 10.4(e). (f) Notwithstanding anything to the contrary in this Agreement: (i) For purposes of determining whether a representation or warranty contained herein, other than those set forth in Sections 4.12, 4.16, 5.3 and 5.4, has been breached for purposes of this Article VIII10 and determining the amount of Losses suffered thereby by any Buyer Indemnitee or Seller Indemnitee, as the calculation case may be, each representation and warranty set forth in this Agreement (other than as aforesaid), and any qualification with respect to any such representation or warranty set forth in the Disclosure Schedule in the case of representations or warranties by Sellers, shall be read without regard or giving effect to any “material,” “materiality,” “Material Adverse Effect,” and “substantial” qualifications that may be contained in any such representation or warranty; provided, however, that the defined term “Material Contract” and all “material,” “materiality,” “Material Adverse Effect,” and “substantial” qualifications that are contained in any defined term shall be given effect; (ii) No investigation or knowledge of any Losses Party, whenever undertaken or however obtained, shall limit such Party’s right to indemnification hereunder in any manner; and (iii) The provisions of this Article 10 shall apply in such a manner as not to give duplicative effect to any item of adjustment and if there has been an adjustment to the Aggregate Consideration for any Loss, there shall not be any charge against the Deductible and no Indemnitee may claim a result of any inaccuracy in or breach of any representation or warranty with respect to any Loss that gave rise to such adjustment in the Aggregate Consideration pursuant to Section 2.3 to the extent of the amount of such Loss given effect in such adjustment to the Aggregate Consideration. (g) The amount of Losses required to be paid pursuant to this Article 10 shall be reduced to the extent of any tax benefits actually realized, or insurance proceeds directly or indirectly received by the Indemnified Party. (h) Any Losses required to be paid by ACS hereunder may be paid in cash or in Transaction Units (valued at the Trailing Average Price as determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to as of the date of payment of such representation or warrantyLosses).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees Except for indemnification under Section 8.02(a) until the aggregate amount claims arising from Intentional Fraud, criminal activity or willful breaches of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”)covenants, 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 any Damages for which the Seller Indemnitees shall be liable pursuant to Section 8.02 7.2(a)(i) shall be satisfied solely by recovery by Buyer under the Indemnification Insurance Policy and Buyer will have no recourse against the Seller with respect to any such Damages, whether or not the entirety of any such Damages is covered by the Indemnification Insurance Policy or whether or not the Indemnification Insurance Policy has expired, been terminated or lapsed; provided that (i) the Seller shall be directly liable to the Buyer Indemnified Persons for such Damages pursuant to Section 7.2(a)(i) in excess of the Indemnification Deductible up to an amount not to exceed the Escrow Share Amount held in Escrow at that such time $250,000 (the “Cap”). , and (bii) Buyer shall not be liable to the Seller Indemnitees shall have no liability for indemnification under Section 8.03(a7.2(a)(i) unless and until the aggregate amount of all Losses such Damages exceeds $250,000 (the “Indemnification Deductible”); and provided further that 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 Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any Company Fundamental Representation, the Seller shall be directly liable to the Buyer Indemnified Persons to the extent such Damages are not covered by the Indemnification Insurance Policy for any reason other than the lack of good faith efforts by the Buyer Indemnified Persons to seek recovery thereunder and comply with the terms and conditions thereof (including the deductible provided for therein, the coverage limit being exceeded or coverage being denied), up to an amount equal to the Purchase Price actually received by the Seller pursuant to this Agreement. (b) Notwithstanding anything to the contrary herein, except for Damages resulting from Intentional Fraud, criminal activity or willful breaches of covenants, (i) the aggregate liability of the Seller for all Damages under Section 7.2(a) shall not exceed the aggregate Purchase Price actually received by the Seller pursuant to this Agreement, and (ii) the aggregate liability of Buyer for all Damages under Section 7.2(b) shall not exceed the aggregate Purchase Price actually paid by the Buyer pursuant to this Agreement. (c) The parties hereto expressly waive any claim to consequential, punitive or indirect, lost profits, diminution in value, special, exemplary or similar damages or any damages based on any type of multiple, except, in each case, (i) in the event of diminution of value to the extent that such diminution of value is the probable and reasonably foreseeable result of the applicable breach of a representation, warranty, covenant or agreement hereunder, (ii) to the extent actually recovered by a third party (including a Governmental Body) from an Indemnified Person, or (iii) in the event of Intentional Fraud, criminal activity or willful breaches of covenants. (d) An Indemnified Person entitled to indemnification by an Indemnifying Person pursuant to this Article VII with respect to any claim or group of related claims shall only be entitled to recover once for such claim or group of related claims notwithstanding that such claim or group of related claims may constitute a breach of two or more representations and/or warranties set forth in this Agreement. (e) No Buyer Indemnified Person shall be entitled to indemnification under this Agreement (i) in respect of any Damages to the extent such Damages were taken into account in the calculation of the Final Closing Working Capital, Company Indebtedness or Company Transaction Expenses, or (ii) for any Damages relating to any matter to the extent that there is included in the Interim Financial Statements a specific liability or reserve relating to such matter. (f) For purposes of determining (i) whether there has been any misrepresentation or breach of a representation or warranty and (ii) the amount of any Damages resulting therefrom, all qualifications or exception in any representation or warranty relating to or referring to the terms “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be determined without regard to disregarded. (g) Seller makes no representations or warranties regarding the amount or availability of any materialitynet operating loss, Material Adverse Effect capital loss, tax credit carryover or other similar qualification contained Tax asset or liability of the Acquired Companies in any taxable period (or otherwise applicable to such representation or warrantyportion thereof) beginning after the Closing.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount except where Losses from any individual claim or series of all Losses related claims in respect of indemnification under Section 8.02(a) exceeds $25,000.00 10,000 (the “BasketDe Minimus Amount”), in which event Seller Sellers 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 Indemnitees Sellers shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $1,500,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount except where Losses from any individual claim or series of all Losses related claims in respect of indemnification under Section 8.03(a) exceeds the BasketDe Minimus Amount, 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else Buyer Indemnitees’ sole recourse for the indemnification by Sellers set forth in this AgreementSection 8.04(a) above shall be limited to the amounts in the Indemnification Escrow Fund, except and the Buyer’s right of set-off against any Earn-Out Payments due to Sellers as set forth in Section 8.04(d2.08(g) and Section 8.09 hereofherein. For the avoidance of doubt, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees shall not have a right of set-off against the Initial Payment, One Year Fixed Payment, or Two Year Fixed Payment, except for all Losses for which Seller shall be liablethe amounts in the Indemnification Escrow Fund. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate any inaccuracy in or have knowledge breach of such fraud prior to the date hereofany representation or warranty in Section 3.01, solely up to the Consideration Shares actually received by the SellerSection 3.03, Section 3.19, Section 3.20, Section 3.24, Section 4.01 and Section 4.04. (e) For purposes of this Article ARTICLE VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In no event shall any Indemnifying Party (as defined below) be liable to any Indemnified Party (as defined below) for any punitive, special or indirect damages, relating to the breach or alleged breach of this Agreement, or 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). (g) Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to any Losses that are indemnifiable hereunder.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 8.2 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which the Seller shall not be liable pursuant to Section 8.2 shall not exceed $3,750,000.00 (the Buyer Indemnitees for indemnification under Section 8.02(a) until “Cap”). After the first anniversary of the Closing Date, the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.2 shall not exceed $2,500,000.00 (the “Adjusted Cap”); provided that Buyer Indemnitees have not incurred Losses in respect an aggregate amount in excess of indemnification the Adjusted Cap prior to the first anniversary of the Closing Date. If, prior to the first anniversary of the Closing Date, Buyer Indemnitees have incurred aggregate Losses in excess of the Adjusted Cap, but less than the Cap (the “First Year Losses”), then the Buyer Indemnitees will have no further recourse against Seller for Losses incurred under Section 8.02(a8.2 in excess of the First Year Losses. (b) exceeds No Buyer Indemnitee will be entitled to any indemnification pursuant to Section 8.2 (except for claims arising from any breach or inaccuracy of the representations or warranties contained in Section 3.20) unless the aggregate of all Losses would exceed on a cumulative basis an amount equal to $25,000.00 330,000.00 (the “Basket”), in which in which event the Seller shall will be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth Nothing in this Agreement, except as set forth Section 8.3 shall limit or restrict any of the Buyer Indemnitees’ right to maintain any action or claim or recover any Losses against or from a Person that has committed Fraud. In no event shall Seller be liable for any Losses in Section 8.04(d) and Section 8.09 hereof, excess of the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liableCash Proceeds. (d) Notwithstanding The Seller shall have no right of contribution from any of the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply Buyer Indemnitees with respect to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in any Loss for which case Seller is required to indemnify such Losses shall be limited solely Buyer Indemnitee pursuant to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerthis Article VIII. (e) No Buyer Indemnitee will be entitled to indemnification hereunder for Losses with respect to any Liability to the extent (i) such matter was taken into account in determining the Final Cash Consideration or (ii) such matter was reserved for in the Financial Statements. (f) The amount of any and all Losses under this Article VIII and indemnified Taxes under Article VII will be determined net of any Tax Benefits inuring to any Buyer Indemnitee or any of its Affiliates on the account of such Loss. If the Buyer Indemnitee receives a Tax Benefit after an indemnification payment is made to it that was not taken into account at the time the indemnification payment was made, such Buyer Indemnitee shall promptly, but in no event later than ten (10) days after such time that such Tax Benefit is actually realized, pay to the indemnifying party the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Buyer Indemnitee. A Tax Benefit shall be actually realized by the Buyer Indemnitee upon the receipt of a refund of Taxes paid or the filing of a Tax Return, including an estimated Tax Return, showing a Tax Benefit (or, if earlier, the date when such a Tax Return should have been timely filed, including properly obtained extensions). For purposes hereof, “Tax Benefit” shall mean (i) any refund or credit of Taxes paid or (ii) the amount such Buyer Indemnitee’s liability for Taxes through a taxable period, calculated by excluding the relevant amount of credit, deduction or Loss, would exceed such Buyer Indemnitee’s actual liability for Taxes through such period, calculated by taking into account the relevant amount of credit, deduction or Loss, in each case computed at the highest marginal Tax rates applicable to the recipient of such benefit. (g) The amount of any and all Losses under this Article VIII will be determined net of any amounts actually recovered by any Buyer Indemnitee or any of such Buyer Indemnitee’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Buyer Indemnitee or such Buyer Indemnitee’s Affiliates is a party or has rights (each a “Policy”). To the extent a Loss is clearly recoverable or for which there is a right of recovery under any such Policy, the Buyer Indemnitee agrees to submit a claim for coverage under such Policy coincident with making a claim for indemnification pursuant to this Article VIII. The final amount to which Seller is obligated to indemnify Buyer Indemnitee shall be calculated after the Buyer Indemnitee receives payment from the insurer under such Policy with respect to the claim or a determination that there is no coverage under such Policy, and then such amount shall be paid in accordance with Section 8.5 of this Agreement. Notwithstanding the calculation foregoing and subject to the Basket, Seller shall reimburse Buyer Indemnitee for the deductible or any reasonable out-of-pocket expenses paid in connection with the submission of the claim for coverage under any Losses such Policy, which payment will be made in accordance with Section 8.5 of this Agreement. (h) Nothing in this Agreement will be interpreted to restrict or otherwise limit any party’s common law duty to mitigate a Loss it may suffer or incur as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard an event that may give rise to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyan indemnification claim under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (i) Notwithstanding anything to the following limitations:contrary in this Termination Agreement, an Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party against any Losses or with respect to any Third Party claims arising out of or resulting from an Indemnified Party’s: (i) willful misconduct or grossly negligent acts or omissions; or (ii) failure to materially comply with any of its obligations set forth in this Termination Agreement. (aii) Seller shall not be liable to the Buyer Indemnitees for indemnification The aggregate liability of BDSI under Section 8.02(a13(b)(i)(c) until the aggregate amount of all Losses in respect of indemnification inaccuracies in, or breaches of, representations and warranties made by BDSI, and (ii) the aggregate liability of Endo under Section 8.02(a13(b)(ii)(b) exceeds $25,000.00 (the “Basket”in respect of inaccuracies in, or breaches of, representations and warranties made by Endo, other than such representations and warranties of Endo made in Sections 10(b)(i) and 10(b)(vi), 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 Indemnitees shall be liable pursuant to Section 8.02 each case, shall not exceed the Escrow Share Amount held in Escrow at that such time $*** (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification . The aggregate liability of Endo under Section 8.03(a13(b)(ii)(b) until the aggregate amount of all Losses in respect of indemnification under inaccuracies in, or breaches of, the representations and warranties of Endo made in 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 Buyer shall be liable pursuant to Section 8.03(a10(b)(i) shall not exceed the CapPurchase Price. The aggregate liability of Endo under Section 13(b)(ii)(b) in respect of inaccuracies in, or breaches of, the representations and warranties of Endo made in Section 10(b)(vi)(B) shall not exceed an amount equal to the Asset Purchase Price less the Equipment Book Value. The aggregate liability of Endo under Section 13(b)(ii)(b) with respect to any breaches of Section 10(b)(vi)(A) shall not exceed any amounts actually recovered from Third Parties in connection therewith; provided, however, that Endo shall assign the right to seek damages for such liability from the applicable Third Party to BDSI or, if such right is not assigned, use commercially reasonable efforts to seek and obtain such damages for such liability from the applicable Third Party. (ciii) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent No Party shall be the sole and exclusive remedy liable under this Section 13 for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of resulting from or relating to any inaccuracy in or breach of any representation or warranty shall be determined without regard in this Termination Agreement or the Agreement if the Party seeking indemnification for such Losses had knowledge of such inaccuracy or breach before the Closing, except with respect to any materiality, Material Adverse Effect or other similar qualification contained inaccuracy in or otherwise applicable breach of the representations and warranties made by Endo in Section 10(b)(i). (iv) Notwithstanding anything to such representation the contrary, none of the limitations set forth in the preceding subsections (ii) or warranty(iii) shall apply to any liabilities resulting from a Party’s or any of its Affiliates’ fraud or intentional misrepresentation.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The Shareholders shall not be liable required to indemnify the Parent Indemnified Parties for those portions of any Damages that were specifically accrued or deducted in determining any adjustments pursuant to Article III. Parent shall not be required to indemnify the Shareholder Indemnified Parties for those portions of any Damages (i) that were specifically accrued or deducted in determining any adjustments pursuant to Article III or (ii) to the Buyer Indemnitees extent directly resulting from any breach of the Company’s obligations under this Agreement. No Person shall be indemnified more than once for indemnification the same Damages. (b) Except in the case of claims of Fraud, no Shareholder shall have any liability to the Parent Indemnified Parties under Section 8.02(a9.1(a) (other than with respect to the Fundamental Representations and Warranties) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) Damages exceeds $25,000.00 1,050,000 (the “BasketDeductible”), in which event Seller shall be required and then only to pay or be liable for all the extent such Losses from Damages exceed the first dollarDeductible. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 Notwithstanding the foregoing sentence, the Fundamental Representations and Warranties shall not exceed be subject to the Escrow Share Amount held in Escrow at that such time (the “Cap”)Deductible. (bc) Buyer Except in the case of claims of Fraud, Parent shall not be liable have any liability to the Seller Indemnitees for indemnification Shareholder Indemnified Parties under Section 8.03(a9.2(a) until the aggregate amount of all Losses Damages exceeds the Deductible, and then only to the extent such Damages exceed the Deductible. (d) Except in respect the case of indemnification claims of Fraud and subject to Section 11.7, the Shareholders’ aggregate liability under Section 8.03(a9.1(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 Buyer shall be liable pursuant to and Section 8.03(a9.1(f) shall not exceed the Capamount of the Indemnification Escrow Amount. Notwithstanding anything herein to the contrary, except in the case of claims of Fraud and subject to Section 11.7, the Shareholders’ shall have no liability under Section 9.1(a) and Section 9.1(f) following the release of the Indemnification Escrow Amount in accordance with Section 9.7 other than for any Continuing Claim. This clause (d) shall in no way limit the Parent Indemnified Parties entitlement to any recovery under the Special Indemnification Escrow Fund. (ce) Except in the case of claims of Fraud and subject to Section 11.7, the Shareholders’ aggregate liability under Section 9.1(g) shall not exceed the sum of the Special Indemnification Escrow Amount and the Indemnification Escrow Amount. (f) Except in the case of claims of Fraud and subject to Section 11.7, Parent’s aggregate liability under Section 9.2(a) shall not exceed the amount of the Indemnification Escrow Amount. (g) Except in the case of claims of Fraud against the Shareholder who committed such Fraud or if such Shareholder had actual knowledge of Fraud committed by (x) the Company or any of its Subsidiaries or (y) any other Shareholder, the aggregate liability of each Shareholder under this Agreement, or in connection with the transactions contemplated by this Agreement, shall not exceed the portion of the Purchase Price actually received by such Shareholder. (h) Except in the case of claims of Fraud against Parent or Merger Sub, the aggregate liability of Parent under this Agreement shall not exceed the Purchase Price actually paid by or on behalf of Parent. (i) Except in the case of claims of Fraud against the Company Shareholder who committed such Fraud or if such Shareholder had actual knowledge of Fraud committed by (x) the Company or any of its Subsidiaries or (y) any other Shareholder, any amounts owed by the Shareholders for indemnification to the Parent Indemnified Parties under Section 9.1(a) and Section 9.1(f) shall be satisfied as follows: (i) first, as a payment by the Escrow Agent from the Indemnification Escrow Fund (on a several, and not joint, basis by the Shareholders to the extent of such funds) and, after such Indemnification Escrow Fund has been exhausted, (ii) second, against the R&W Policy; provided that this clause (i) shall in no way limit the Buyer Indemnified Parties entitlement to any recovery under the Special Indemnification Escrow Fund. (j) Any amounts owed by the Shareholders for indemnification to the Parent Indemnified Parties under Section 9.1(b)-(e) shall be satisfied as follows: (x) first, as a payment by the Escrow Agent from the Indemnification Escrow Fund (on a several and not joint basis by the Shareholders to the extent of such funds) and, after such Indemnification Escrow Fund has been exhausted, (y) second, directly against the Shareholders on a several, and not joint, liability basis in accordance with their Pro Rata Portion, subject to the limitation set forth in Section 9.5(d); provided that, in the case of claims of Fraud against such Shareholder who committed such Fraud or if such Shareholder had knowledge of Fraud committed by (x) the Company or any of its Subsidiaries or (y) any other Shareholder, the Parent Indemnified Parties shall not be required to comply with the limitation contained in this Section 9.5(j) solely with respect to such Shareholder. (k) Any amounts owed by the Shareholders for indemnification to the Parent Indemnified Parties under Section 9.1(g) shall be satisfied as follows: (x) first, as a payment by the Escrow Agent from the Special Indemnification Escrow Fund (on a several and not joint basis by the Shareholders to the extent of such funds) and, after such Indemnification Escrow Fund has been exhausted, (y) second, as a payment by the Escrow Agent from the Indemnification Escrow Fund (on a several and not joint basis by the Shareholders to the extent of such funds). (l) Any indemnity payment made by the Shareholders to any Parent Indemnified Party, on the one hand, or by Parent to any Shareholder Indemnified Party, on the other hand, pursuant to this Article IX shall be reduced by (A) an amount equal to any insurance proceeds actually received by such indemnified party in respect of such claim (other than proceeds received under the R&W Policy with respect to claims subject to the Initial Retention (as defined in the R&W Policy)) minus the sum of (i) any out-of-pocket expenses (including reasonable and documented attorneys’ fees and expenses) relating to the recovery of such proceeds and (ii) any deductibles and increases in premiums as a result of such claim and (B) the actual and permanent cash Income Tax savings recognized in the taxable year in which the applicable Damages are incurred by the Parent Indemnified Party or Shareholder Indemnified Party, as applicable, that results from the Damages giving rise to such indemnity payment, determined using a “with and without” methodology (as determined in good faith by the Parent Indemnified Party or Shareholder Indemnified Party, as applicable). If any actual and permanent cash Income Tax savings described in the preceding sentence is not recognized until after an applicable indemnification payment is payable, such indemnification payment shall not be reduced by the anticipated cash Tax savings but when such actual and permanent cash Income Tax savings is recognized, the Parent Indemnified Party or Shareholder Indemnified Party, as applicable, shall promptly make a cash payment to the indemnifying party in an amount equal to such actual cash Income Tax savings. (m) Notwithstanding anything else to the contrary set forth in this Agreement, except as set forth in a Party’s indemnification obligations pursuant to Section 8.04(d) and 9.1 or Section 8.09 hereof, 9.2 (for the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, determining the calculation of any Losses as a result existence of any inaccuracy in or breach of any representation and warranty and calculation of the Damages attributable to such inaccuracy or breach) shall be determined without giving effect to any qualification or exception with respect to “material,” “materiality,” “materially,” “Material Adverse Effect” or similar language with respect to materiality contained in any representation or warranty set forth in Article IV; provided, however, that such qualifications will not be disregarded with respect to Section 4.6(a) and (b) and the definition of “Material Contract”. (n) Notwithstanding anything to the contrary set forth in this Agreement, in the case of a claim of Fraud perpetrated by any Shareholder (solely in its capacity as a Shareholder and not as a director, officer or employee of the Company and not in connection with the Company’s making of representations and warranties in this Agreement), such Shareholder shall be solely responsible for any Damages arising therefrom. Any Fraud perpetrated by a Shareholder (solely in its capacity as a Shareholder and not as a director, officer or employee of the Company and not in connection with the Company’s making of reps and warranties in this Agreement) will not be imputed to any other Shareholder that did not commit the Fraud; provided that the foregoing shall not alleviate the indemnification obligations of the Shareholders to any Parent Indemnified Party for Fraud committed by (x) the Company or any of its Subsidiaries or (y) any other Shareholder, or if such Shareholder had knowledge of such Fraud committed by the Company or any of its Subsidiaries, as otherwise set forth in this Article IX. (o) The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance or non-compliance with any covenant or obligation, will not affect the right to indemnification, compensation or other remedy based upon such representations, warranties, covenants and obligations. (p) Each Shareholder hereby agrees that (i) the availability of indemnification of the Parent Indemnified Parties under this Article IX shall be determined without regard to any materialityright to indemnification, Material Adverse Effect advancement, contribution or reimbursement that such Shareholder may have from the Company or any of its Subsidiaries (whether such rights may arise from or pursuant to applicable Law, Contract, the organizational documents of the Company or any of its Subsidiaries or otherwise), and (ii) such Shareholder shall not be entitled to any indemnification, advancement, contribution or reimbursement from Parent, the Company or any Subsidiary of the Company, or any of their respective Affiliates for amounts for which Parent Indemnified Parties would be entitled to indemnification under this Article IX (determined without regard to any thresholds, deductibles, caps, survival periods or other similar qualification contained limitations). (q) Notwithstanding anything in this Article IX to the contrary, if a claim may be characterized in multiple ways in accordance with this Article IX such that such claim may or otherwise may not be subject to different caps, time limitations and other limitations depending on such characterization, then an indemnified party shall have the right to characterize such claim in a manner that maximizes the recovery and time to assert claims permitted in accordance with this Article IX, and may assert the claim under multiple bases for recovery hereunder; provided, however, that the foregoing shall not be interpreted to allow double recovery for the same claim. (r) Notwithstanding the foregoing, any Parent Indemnified Party seeking indemnification shall use its reasonable best efforts to pursue recovery under the R&W Policy, directors’ and officers’ tail policy or cyber tail policy, as applicable, with respect to Damages for which they may seek to be indemnified pursuant to this Article IX, only to the extent that such Damages are covered by such policies. (s) Solely to the extent required by applicable Law, each indemnified party shall take, and cause its Affiliates to such representation take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event or warrantycircumstance that would be reasonably expected to, or does, give rise thereto. The reasonable costs and expenses of mitigation hereunder shall constitute indemnifiable Damages under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses sustained by Buyer Indemnitees by reason of inaccuracies in, or breaches of, the representations or warranties made by Sellers in respect this Agreement, or in any certificate or instrument delivered by or on behalf of indemnification under Section 8.02(a) Sellers pursuant to this Agreement, exceeds $25,000.00 491,250.00 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable indemnify Buyer Indemnitees for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Indemnitees Sellers (cumulatively) shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time $491,250.00 (the “Cap”). (b) Buyer shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses sustained by Seller Indemnitees by reason of inaccuracies in, or breaches of, the representations or warranties made by Buyer in respect this Agreement, or in any certificate or instrument delivered by or on behalf of indemnification under Section 8.03(a) Buyer pursuant to this Agreement, exceeds the Basket, in which event Buyer shall be required to pay or be liable indemnify Seller Indemnitees for all such Losses from in excess of the first dollarBasket. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not (i) apply to Losses based upon claims arising out resulting from any inaccuracy in or breach of fraudany Fundamental Representation; (ii) affect or otherwise limit any claim Buyer may have under the R&W Insurance Policy, criminal activity or willful misconduct, in which case such Losses shall be limited solely (iii) apply to the Seller and, provided that Seller and payment of the Seller Affiliates did not participate in or have knowledge of such fraud prior Working Capital Adjustment pursuant to the date hereof, solely up to the Consideration Shares actually received by the SellerSection 2.04. (ed) For purposes of this Article ARTICLE VIII, (including for purposes of determining the calculation existence of any Losses as a result inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, except for the references in Sections 3.08(a), 3.09(a)(xiii), and 3.11. (e) Notwithstanding anything to the contrary in this ARTICLE VIII, in the event a party perpetrates a Fraud on the other party in connection with this Agreement or the transactions contemplated hereby, the Party who suffers Losses by reason thereof shall be entitled to seek recovery therefor against the person(s) who perpetrated such Fraud without regard to any limitation set forth in this Agreement (whether a temporal limitation, the Basket, Cap, or otherwise) and such Losses shall not count toward satisfaction of the Basket or Cap; (f) No Seller shall be liable under this Agreement (including this ARTICLE VIII) with respect to any Losses which are taken into account in the determination of Closing Working Capital or the Working Capital Adjustment; (g) The amount of any Losses which are indemnifiable or payable under this ARTICLE VIII by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party in respect of such Losses under applicable insurance policies or from any other third party alleged to be responsible therefor, including, without limitation, the Title Policy. If the Indemnified Party recovers any amounts under applicable insurance policies, or from any other third party alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then the Indemnified Party receiving such payment shall promptly reimburse the Indemnifying Party for any portion of such indemnification payment which would not have been payable pursuant to the operation of the immediately preceding sentence had such payment been made after the Indemnified Party had recovered such other amount, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including any deductible amounts, attorney’s fees and any increased insurance premiums). If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses and the Indemnified Party would reasonably have been expected to have been able to recover all or a part of such Losses from a third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party the amount of such indemnification payment; (h) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses that are for special or consequential damages, or damages based on a multiple, or for Losses which are exemplary or, except for instances of Fraud, punitive damages, unless such damages are payable to a third party; (i) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any representation or warranty pertaining to the title of any owned Real Property, including, without limitation, the representations and warranties set forth in Section 3.10, unless and until Buyer Indemnitees have pursued and exhausted all coverages, claims, rights, and protections set forth in the Title Policy; (j) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital, including, without limitation, the representations and warranties set forth in Sections 3.13 and 3.14, unless the amount of the resulting Losses would have caused a Working Capital Adjustment to occur (if such Losses had been known at the time when Closing Working Capital was determined), or, if a Working Capital Adjustment does occur, would have resulted in a different Working Capital Adjustment (if such Losses had been known at the time when Closing Working Capital was determined) (any such Losses, which, if known at the time when Closing Working Capital was determined, would have caused a Working Capital Adjustment to occur, or, if a Working Capital Adjustment does occur, would have resulted in a different Working Capital Adjustment, being referred to herein as “Losses in Excess of Collar”). In the event that Losses in Excess of Collar result from breaches of any representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital (including, without limitation, the representations and warranties set forth in Sections 3.13 and 3.14), the Indemnifying Parties shall only be liable under this ARTICLE VIII for such Losses in Excess of Collar, and shall not be liable for any other such resulting Losses. The terms of this Section shall not affect any other limitation set forth in this Section 8.04. For purposes of clarity, and by way of example, if a Closing Working Capital Deficit exists of $1,000,000 (resulting in no Working Capital Adjustment), and Losses resulting from breaches of a representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital are (i) $500,000, no such Losses would be subject to indemnification hereunder, or (ii) $1,500,000, the Losses in Excess of Collar ($500,000) would be subject to indemnification hereunder. Furthermore, if a Closing Working Capital Surplus exists of $2,500,000 (resulting in a Working Capital Adjustment of $500,000), and Losses resulting from breaches of a representation or warranty pertaining to inventory, accounts receivable, or any other Current Assets or Current Liabilities taken into account for purposes of determining Closing Working Capital are (i) $300,000, the Losses in Excess of Collar ($300,000) would be subject to indemnification hereunder, or (ii) $1,500,000, the Losses in Excess of Collar ($500,000) would be subject to indemnification hereunder; and (k) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from breaches of any representation or warranty pertaining to environmental matters, including, without limitation, the representations and warranties set forth in Sections 3.19, if and to the extent the resulting Losses relate to, result from, or arise out of any matter disclosed in Sections 3.19(b), (e), (f), or (h) of the Disclosure Schedules (the parties acknowledging that Buyer has conducted extensive due diligence relating to the owned Real Property, including, without limitation, conducting the Phase I and Phase II, and that Sellers shall have no liability or indemnification obligations hereunder for Losses relating to, resulting from, or arising out of matters disclosed in the Phase I and/or Phase II). (l) No Indemnifying Party shall be liable under this ARTICLE VIII for Losses arising from the Company’s or Sellers’ failure to obtain consent from, or failure to notify, the State of Kansas (and its related agencies) or InTrust Bank, with respect to the Closing and/or the transactions contemplated hereby.

Certain Limitations. The Notwithstanding the other provisions of this Article VII, neither Seller Parent nor Purchaser, as applicable, shall have any indemnification provided obligations for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable Losses under Section 7.1(a)(ii) or 7.2(a)(ii), to the Buyer Indemnitees for indemnification under Section 8.02(a) until extent that the aggregate amount of all such Losses exceeds the Preliminary Purchase Price, (b) under Section 7.1(a) to the extent such Losses result from, arise out of or are the consequence of, in whole or part any intrusive investigation, including any drilling, sampling, testing or monitoring of any soil, surface water or groundwater by or on behalf of Purchaser or any of its Affiliates, in each case, except to the extent such action or intrusive investigation was expressly required by Environmental Laws or Environmental Permits or is undertaken in response to a substantial threat to human health or the environment; or (c) Losses under Section 7.1(a)(iii) or 7.2(a)(iii), in respect of indemnification under Section 8.02(a) exceeds any individual item or group of items where the Loss relating thereto is less than $25,000.00 100,000 (the “BasketDe Minimis Claim Threshold”), or in respect of each individual item or group of related items where the Loss relating thereto is equal to or greater than the De Minimis Claim Threshold, unless the aggregate amount of all such Losses exceeds $5,000,000 (the “Deductible”), in which event Seller the applicable Party shall be required to pay or be liable for all only the amounts of such Losses from the first dollar. The aggregate dollar of any such Losses but only up to a maximum amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time $100,000,000 (the “CapMaximum Indemnification Amount”). (b) Buyer shall not be liable ; provided, that, notwithstanding anything in this Agreement 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 Basketcontrary, in which no event Buyer shall the same Loss be required to pay taken into account more than once for purposes of calculations in connection with, or be liable for all such Losses from application of, the first dollarDe Minimis Claim Threshold, the Deductible or the Maximum Indemnification Amount. 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 anything else to the contrary set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a) and Section 8.04(b) 7.5 shall not apply to or count towards any indemnification obligation of (A) Seller Parent for Losses based upon claims arising out of fraudresulting from (1) any Excluded Asset, criminal activity or willful misconduct(2) any Retained Liability, in which case such Losses shall be limited solely to (3) the Seller andRetained Businesses, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e4) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty of Seller Parent set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.15 (except with respect to the Maximum Indemnification Amount, which shall be determined without regard apply for any indemnification obligations of Seller Parent with respect to Section 4.15) and Section 4.19 (collectively, the “Seller Fundamental Representations”), or (5) Seller Parent’s fraud, and (B) Purchaser for Losses resulting from (1) any materialityPurchased Asset, Material Adverse Effect (2) any Assumed Liability, (3) the Business, (4) any breach of any representation or warranty of Purchaser set forth in Section 5.1, Section 5.2, Section 5.3, and Section 5.11 (collectively, the “Purchaser Fundamental Representations”, and together with the Seller Fundamental Representations, the “Fundamental Representations”), (5) any use by Purchaser or any of its Affiliates of the Hospira Marks pursuant to Section 6.18, (6) Purchaser’s or any of its Affiliates’ or Sublicensees’ (as defined in the Intellectual Property License Agreement) exercise of any license or other similar qualification contained rights set forth in the Intellectual Property License Agreement, (7) the research, development, manufacture, use, sale, offer for sale, import or otherwise applicable to such representation export of any Company Medical Device Products (as defined in the Intellectual Property License Agreement) or warrantyCompany Solutions Products (as defined in the Intellectual Property License Agreement) by or on behalf of Purchaser or any of its Affiliates or Sublicenseesor or (8) Purchaser’s fraud.

Certain Limitations. The Person or Persons making a claim under this Article 9 is referred to as the "Indemnified Party," and the Person or Persons against which such claims are asserted under this Article 9 is referred to as the "Indemnifying Party." Notwithstanding anything to the contrary in this Agreement, the indemnification provided for in Section 8.02 Sections 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Other than with respect to indemnification with respect to breaches of Seller Fundamental Representations and claims based on any Seller's intentional misconduct or fraud, in which case the following limitation shall not apply, Sellers shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds $25,000.00 450,000 (the “Basket”"Deductible"), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all Losses in excess of the Deductible. Except for Seller Fundamental Representations and claims based on any Seller's intentional misconduct or fraud, Sellers shall not have any liability for an Indemnification Claim under Section 9.02(a) for any individual item where the Losses related to such Losses claim (or series of claims arising from the first dollar. The same or substantially similar facts or circumstances) are less than $15,000, and once the aggregate amount of Losses for such claim (or series of claims arising from the same or substantially similar facts or circumstances) exceed $75,000 all Losses related thereto will be included in determining if the Deductible has been exceeded. (b) Subject to Section 9.05(a), the Buyer Indemnified Parties shall not be indemnified pursuant to Section 9.02(a) with respect to any Loss if the aggregate amount of all Losses for which Seller Indemnitees shall be liable the Buyer Indemnified Parties have received indemnification pursuant to Section 8.02 shall not exceed 9.02(a) is equal to or has exceeded an amount equal to the Indemnity Escrow Share Amount held Amount; provided, however that, notwithstanding the foregoing in Escrow at that such time (this Section 9.04(b), with respect to Losses incurred or sustained by, or imposed upon the “Cap”). (b) Buyer Indemnified Parties based upon, arising out of, with respect to or by reason of breaches of Seller Fundamental Representations, the Buyer Indemnified Parties shall not be liable indemnified pursuant to Section 9.02(a) with respect to any Loss if 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 be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Buyer shall be liable Indemnified Parties have received indemnification pursuant to Section 8.03(a9.02(a) has exceeded the following amount: (i) the Purchase Price, less (ii) the aggregate amount, up to a maximum of $10,000,000, of the Company Indebtedness Payments. For the avoidance of doubt, in determining whether the aggregate amount of all Losses for which the Buyer Indemnified Parties have received indemnification pursuant to Section 9.02(a) of this Agreement has exceeded such amount, all amounts recovered by any Buyer Indemnified Party from the Indemnity Escrow Fund or under the Representations and Warranties Insurance Policy shall not exceed be counted as "Losses for which the CapBuyer Indemnified Parties have received indemnification pursuant to Section 9.02(a)." (c) Notwithstanding anything else set forth to the contrary in this Agreement, except as set forth in Section 8.04(dSections 9.04(a) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoingor 9.04(b), the limitations set forth in Section 8.04(aSections 9.04(a) and Section 8.04(b9.04(b) shall not apply with respect to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case recoverable from Sellers to the extent that such Losses are caused by Sellers' Actual Fraud, but subject to the limitations in Section 9.05. (d) Payments by an Indemnifying Party pursuant to Sections 9.02 or 9.03 in respect of any Loss shall be limited solely to the Seller andamount of any Loss that remains after deducting therefrom any insurance proceeds (other than any proceeds of the Representations and Warranties Insurance Policy, provided that Seller the use of which proceeds is addressed by Section 9.05) and the Seller Affiliates did not participate in any indemnity, contribution or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually any other payment or reimbursement received by the SellerIndemnified Party in respect of any such matter or claim, including, with respect to Buyer, those recovered by any Company after Closing (collectively, the "Insurance Proceeds"). Any Losses incurred by any Indemnified Party with respect to any matter shall be calculated net of any Insurance Proceeds. If any Insurance Proceeds are received by any Indemnified Party after an Indemnifying Party has made a payment to such Indemnified Party pursuant to this Article 9, any such Indemnified Party shall promptly remit such Insurance Proceeds to the applicable Indemnifying Party. The Indemnified Party agrees to use its commercially reasonable efforts to pursue recovery of any Insurance Proceeds with respect to any matter that is the subject of a claim for indemnification prior to seeking indemnification under this Agreement. (e) For purposes of this Article VIIIEach Indemnified Party shall take, the calculation and cause its Affiliates to take, all commercially reasonable actions to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (f) No Indemnifying Party shall be liable under Section 9.04(a) or 9.04(b) for any Losses if and to the extent such Losses consist of amounts that are payable by either Party pursuant to Section 2.04. In other words, there shall be no double counting or double recovery, under Section 9.04(a) or 9.04(b), with respect to amounts payable pursuant to Section 2.04. (g) Notwithstanding anything herein to the contrary, Sellers shall not be liable to any Buyer Indemnified Party with respect to any Losses, to the extent that such Losses would not have arisen but for, or have been increased as a result of, any voluntary act, omission or transaction carried out before the Closing by either Company at the written direction or request or with the written consent of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyBuyer.

Certain Limitations. The party making a claim under this Section 9 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 9 is referred to as the “Indemnifying Party”. The indemnification provided for in this Section 8.02 9 and Section 8.03 shall be subject to the following limitations: (a) Seller The Stockholders shall not be liable to the Buyer Indemnitees Alarm Indemnified Parties for indemnification under Section 8.02(a9(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 175,000 (the “Basket”), in which event Seller the Stockholders shall be required to pay or be liable for all the full amount of such Losses from Losses. (b) Except for claims arising out of fraud, willful breach or breach of the first dollar. The Fundamental Representations, the aggregate amount of all Losses for which Seller Indemnitees all Stockholders in the aggregate shall be liable pursuant to this Section 8.02 9 shall not exceed the Escrow Share Amount held in Escrow at that such time (and the “Cap”). (b) Buyer recourse of the Alarm Indemnified Parties shall not be liable solely to the Seller Indemnitees for indemnification under Section 8.03(aEscrow Amount. With respect to claims arising out of fraud, willful breach or breach of the Fundamental Representations, (i) 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 Buyer all Stockholders shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, aggregate amount of the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Merger Consideration Shares actually received by the Seller. Stockholders, (eii) For purposes the indemnification obligation of this Article VIIIeach Stockholder shall in no event exceed the amount of the Merger Consideration actually received by such Stockholder, the calculation and (iii) in no event shall any Stockholder be liable for any indemnification obligations of any Losses as other Stockholder. Further, notwithstanding anything to the contrary in this Agreement in the case of a result of any inaccuracy in or breach of any representation or warranty made severally and not jointly by any Stockholder in such Stockholder’s Letter of Transmittal, the indemnification obligations of the Stockholders are several and no Stockholder shall be determined without regard liable for any losses suffered by Alarm as a result of any breach of such representation by any other Stockholder. Further still, in no event shall any Common Holder who acquired his or her shares by virtue of exercise of stock options pursuant to the Company Stock Option Plan have any materialityliability pursuant to the indemnification provisions of this Agreement or with respect to the Merger on account of such shares of common stock other than arising out of or with respect to his or her own representations, Material Adverse Effect warranties and covenants expressly set forth in his or her Letter of Transmittal. To the extent a Common Holder also holds shares of Preferred Stock, such Common Holder also shall be subject to the indemnification provisions of this Agreement and other obligations of Holders of Preferred Stock set forth in this Agreement with respect to shares of Preferred Stock held by such Holder. (c) Payments by an Indemnifying Party pursuant to this Section 9 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting there from any insurance proceeds, and any indemnity, contribution or other similar qualification payment received by the Indemnified Party (or the Company) in respect of any such claim. (d) Except in the case of a breach of representation or warranty contained in the Letter of Transmittal of each applicable Stockholder for which the Indemnified Party may pursue the applicable Stockholder directly without first making a claim against the escrow, unless and until the assets remaining in the Escrow are insufficient to satisfy the outstanding indemnification claims, all claims for indemnification by the Alarm Indemnified Parties shall first be made against the Escrow Amount. (e) Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification pursuant to this Article IX for any Losses to the extent such party has been indemnified or otherwise applicable to reimbursed for such representation or warrantyLosses under any other provision of this Agreement including Section 2.3 hereof.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject Notwithstanding any provision of this Agreement to the following limitationscontrary and except for fraud or as set forth below: (a) the maximum aggregate liability of Seller pursuant to the indemnification obligations under Section 10.2 shall not be liable exceed Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000.00); (b) the maximum aggregate liability of Lynch Interactive Corporation pursuant to the Buyer Indemnitees for indemnification obli▇▇▇▇▇ns under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (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 Indemnitees shall be liable pursuant to Section 8.02 10.2 shall not exceed the Escrow Share Amount held in Escrow at that such time greater of (x) Eight Million Dollars ($8,000,000.00) or (y) the “Cap”). (b) Buyer shall not be liable Purchase Price paid 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 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 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses Lynch Interactive Corporation as a result of any inaccuracy redemption, dis▇▇▇▇▇tion, dissolution or liquidation of or transaction with Seller; (c) the maximum aggregate liability of Fortunet Wireless Communication Corporation pursuant to the indemnification obligations under Section 10.2 shall not exceed the greater of (x) Six Hundred Thousand Dollars ($600,000.00) or (y) the Purchase Price paid to to Fortunet Wireless Communication Corporation as a result of any redemption, distribution, dissolution or liquidation of or transaction with Seller; (d) the maximum aggregate liability of Buyer pursuant to the indemnification obligations under Section 10.3 shall not exceed Eight Million Six Hundred Thousand Dollars ($8,600,000.00); (e) the indemnification rights in this Article X shall expire: (i) at the end of the survival period set forth in Section 10.1, (ii) with respect to the matters set forth in Section 10.2(b) ninety (90) days after Buyer receives written notice from Seller of both (x) a final, nonappealable order, and (y) confirmation by Seller and/or Stockholders of payment of any amounts that may be payable by Seller and/or the Stockholders with respect thereto; and (iii) five (5) years following the Closing Date for all other matters; provided that in each case the Indemnitor (as defined below) shall continue to be responsible after such expiration dates for those claims and losses of which they have received notice required by this Article prior to the expiration dates referred to in (i), (ii) and (iii) of this Section 10.4(e). Except in the case of fraud or a willful or intentional breach of any representation or warranty this Agreement, no Indemnified Party (as defined below) shall be determined without regard entitled to receive any materialityspecial, Material Adverse Effect punitive, incidental or other similar qualification contained in or otherwise applicable to such representation or warrantyconsequential damages.

Certain Limitations. The indemnification provided for (i) Notwithstanding anything to the contrary contained in Section 8.02 and Section 8.03 this Agreement: (A) no Buyer Indemnified Party shall be subject entitled to the following limitations: recover any Losses (aother than Losses that relate to Taxes) Seller shall not be liable pursuant to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a) unless and until the aggregate amount of all Losses actually incurred or suffered by the Buyer Indemnified Parties pursuant to Section 9.2(a) is in excess of $2,000,000 in the aggregate (the “Deductible”), and then only to the extent that such Losses exceed the Deductible; and (B) no Buyer Indemnified Party shall be entitled to recover any Losses (other than Losses that relate to Taxes) pursuant to Section 9.2(a) in respect of indemnification under Section 8.02(a) exceeds any single claim if the amount of such Losses is less than $25,000.00 50,000 (the “BasketMinimum Loss Amount”), and no such Losses that are less than the Minimum Loss Amount shall be included in calculating the aggregate Losses for purposes of determining if the Deductible has been met in this Section 9.2(b); provided, that in each case all related single claims and losses will be aggregated in determining whether the Minimum Loss Amount is met. The limitations in this Section 9.2(b)(i) shall not apply to Losses attributable to claims for breaches of Section 3.12 or Excluded Claims. (ii) Notwithstanding anything to the contrary contained in this Agreement: (A) except with respect to Losses attributable to Excluded Claims, the Buyer Indemnified Parties shall have no right to receive any indemnification payments from the Indemnifying Parties for any claims for Losses pursuant to Section 9.2(a) in excess of the amount then remaining in the Escrow Account; (B) the Buyer Indemnified Parties shall have no right to receive any indemnification from the Indemnifying Parties for any claims for Losses pursuant to Section 9.2(a) (including Excluded Claims) in excess of the amount of Aggregate Stockholder Cash Proceeds and Aggregate Option Cash Proceeds received by the Indemnifying Parties; and (C) no Indemnifying Party shall be liable for an amount in excess of such Indemnifying Party’s pro rata portion (calculated in the manner set forth in Section 9.2(a)) of any Losses that are indemnifiable hereunder. (iii) For the purpose of quantifying Buyer Indemnified Party’s Losses under this Article 9 only (but not for determining whether any representation, warranty, covenant or agreement has been breached or is inaccurate), any representation, warranty, covenant or agreement given or made by the Company that is qualified in scope as to materiality (including a Company Material Adverse Effect) shall be deemed to be made or given without such qualifications. (iv) For the purpose of this Article 9 only, the amount of any Loss shall be reduced by (A) any insurance proceeds actually received by a Buyer Indemnified Party with respect to such Loss and (B) any amounts actually recovered by a Buyer Indemnified Party from another Person in respect of such Losses. In addition, for purposes of determining the amount of any Loss attributable to Taxes of the Company or any of its Subsidiaries in any Pre-Closing Taxable Period, the amount of any such Loss shall be reduced by any correlative tax savings or benefit actually recognized by a Buyer Indemnified Party as a result of incurring such Loss on or before the end of the taxable year after the tax year in which event Seller such Loss is incurred or in which the amount of such Loss is finally determined in accordance with this Agreement. (v) Anything herein to the contrary notwithstanding, no Indemnifying Party shall be have any liability under any provision of this Agreement for, and Losses shall not include, any punitive, exemplary or other similar damages, unless the applicable Buyer Indemnified Party is required to pay or be liable for all such Losses from the first dollar. The aggregate amount damages to a third party as part of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at a third party claim against such Buyer Indemnified Party that such time (the “Cap”)is otherwise indemnifiable hereunder. (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 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 8.03(a) shall not exceed the Cap. (cvi) Notwithstanding anything else to the contrary set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereofno Indemnifying Party shall have any Liability for Taxes incurred by the Company or any Subsidiary of the Company resulting from the transactions contemplated by this Agreement (including any Employment Transaction Taxes or Transfer Taxes, the Escrow Share Amount held in escrow by Escrow Agent which shall be the sole responsibility of Buyer), other than Taxes that would not have been incurred but for a breach of any of the representations, warranties and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablecovenants contained in Section 3.12, Section 3.13, Section 3.20, Section 5.5, Section 5.6 and Section 5.11. (dvii) Notwithstanding In no event shall an Indemnified Party be indemnified for any indemnifiable Losses pursuant to this Article 9 related to or arising from the foregoingamount, value or condition of any Tax asset or attribute (e.g., net operating loss carry-forward (including, but not limited to, any such carry-forward attributable to payment of the limitations set forth aggregate Option Consideration with respect to all Vested Options and amounts required to be paid at the Closing under the management transaction incentive plan or other arrangements described on Section 1.1(a) of the Schedule of Exceptions) or Tax credit carry-forward) of the Company or the ability of Buyer or the Surviving Corporation to utilize any such Tax asset or attribute for any taxable period commencing after the Effective Time, other than Losses that arise in connection with a breach or inaccuracy of any of the representations, warranties and covenants contained in Section 8.04(a3.13(d), Section 3.13(i), Section 3.13(j), Section 3.13(k) and or Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller5.6. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and the Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) ), together with Losses in respect of indemnification under Article VI, exceeds $25,000.00 25,000 (the “BasketDeductible”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Seller Indemnitees and/or the Company shall be liable pursuant to Section 8.02 8.02(a) shall not exceed the Escrow Share Amount held in Escrow at that such time Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that the aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. (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 BasketDeductible, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims upon, arising out of, with respect to or by reason of the fraud, criminal activity willful breach or willful misconductintentional misrepresentation of Seller, in which case such Losses shall be limited solely to the Seller andCompany or Buyer, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Selleras applicable. (ed) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of any claim will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party in respect of such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses for which such Indemnified Party has been previously compensated, such Indemnified Party shall remit the amount of such proceeds, in each case up to the amount previously paid by the applicable Indemnifying Party with respect to such Loss, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights of recovery to the extent of any Losses satisfied by the Indemnifying Party hereunder. The Indemnified Party shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the exercise thereof, including reasonable access to the books and records of the Company.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The Selling Parties shall not be liable to the Buyer Indemnitees for indemnification Indemnified Parties under Section 8.02(a) 9.1(a), unless and until the aggregate amount of Losses incurred by all Losses Buyer Indemnified Parties as a result thereof exceed, in respect of indemnification under Section 8.02(a) exceeds the aggregate, $25,000.00 100,000 (the “BasketThreshold”), in which event Seller case the Selling Parties shall be required liable to pay or be liable the applicable Buyer Indemnified Party for all such Losses from the first dollar. The aggregate amount dollar of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Losses. (b) The Buyer shall not be liable to the Seller Indemnitees for indemnification Indemnified Parties under Section 8.03(a) 9.2(a), unless and until the aggregate amount of Losses incurred by all Losses Seller Indemnified Parties as a result thereof exceed, in respect of indemnification under Section 8.03(a) exceeds the Basketaggregate, the Threshold, in which event case Buyer shall be liable to the applicable Seller Indemnified Party for all the Losses from the first dollar of Losses. (c) The aggregate amount required to be paid by the Selling Parties under Section 9.1(a) shall not exceed $5,000,000 (the “Cap”). To the extent the amount required to be paid by the Selling Parties under Section 9.1(a) is not satisfied from funds held in the Indemnity Escrow Account or pursuant to Section 9.9, (i) neither Ronan nor ▇▇▇▇▇▇▇ shall be required to pay or make indemnification payments pursuant to Section 9.1(a) and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall not be liable for all such Losses from required to make payments in excess of 38%, 31% and 31%, respectively, of the first dollar. amount required to be paid pursuant to Section 9.1(a). (d) The aggregate amount of all Losses for which required to be paid by the Buyer shall be liable pursuant to under Section 8.03(a9.2(a) shall not exceed the Cap. (ce) Notwithstanding anything else set forth in to the contrary contained herein, but subject to the last sentence of this AgreementSection 9.4(e), except as set forth in Section 8.04(d(i) Sections 9.4(a), 9.4(b), 9.4(c) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.4(d) shall not apply to Losses based upon claims in connection with, resulting from or arising out of frauddirectly or indirectly, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of a Fundamental Representation; and (ii) no indemnification payment made by the Selling Parties or the Buyer, as the case may be, with respect to any representation or warranty Fundamental Representation shall be determined without regard considered in determining whether the Cap has been exceeded. Notwithstanding the foregoing, from and after the earlier of the 45th day following the date of this Agreement and the Closing Date, clauses (i) and (ii) of this Section 9.4(e) shall not apply to Losses in connection with, resulting from or arising out of, or indemnity claims with respect to, inaccuracies in or breaches of the representations contained in Sections 3.11, 3.16 and 3.18. (f) If the Buyer Indemnified Party receives any insurance proceeds prior to being indemnified with respect to any materialityLosses under this Article 9, Material Adverse Effect the payment under this Article 9 with respect to such Losses shall be reduced by the net amount of such insurance proceeds, less the present value of all premium increases resulting therefrom, all attorney’s fees and other out-of-pocket fees, costs and expenses incurred in connection with collecting such proceeds and any deductible payment, reimbursement obligation or retrospective payments incurred by any Buyer Indemnified Party (such net amounts, a “Net Recovery”). In the event that a Net Recovery is actually received by the Buyer Indemnified Party subsequent to receipt by such Buyer Indemnified Party of any indemnification payment hereunder in respect of the claims to which such Net Recovery relates, appropriate refunds in the amount of such Net Recovery (or if less, in the amount of applicable indemnification payments previously made) shall be made promptly. The amount of any Losses payable under this Article 9 by the Selling Parties shall also be net of any Tax benefits that the Buyer Indemnified Party actually realizes in the year the Loss was incurred, net of any Tax costs related to such Losses, including any Tax costs on account of payments received from the Seller related to such Losses. If the Buyer Indemnified Party realizes any Tax benefits in the year the Loss was incurred subsequent to an indemnification payment by any of the Selling Parties, then the Buyer Indemnified Party shall promptly reimburse the Selling Parties for any payment made by the Selling Parties in connection with providing such indemnification payment up to the amount received or realized by the Buyer Indemnified Party, net of all attorney’s fees and other similar qualification contained out-of-pocket fees, costs and expenses incurred by such Indemnified Party in collecting such amount. Notwithstanding the foregoing, (i) the Selling Parties may not delay payment of, or reduce the amount of, any payment in respect of any Losses in expectation of any such insurance proceeds or Tax benefits, and (ii) this Section 9.4(f) shall not limit, delay or otherwise applicable affect the rights of such Buyer Indemnified Party to such representation or warrantyrecover from the Seller pursuant to this Article 9.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller CEN shall not be liable to the Buyer CSOC Indemnitees for indemnification under Section 8.02(a8.02 (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of CEN Surviving Representations (the “CSOC’s Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.02 (other than those based upon, arising out of, with respect to or by reason of CSOC’s Basket Exclusions) exceeds $25,000.00 10,000 (the “Basket”), in which event Seller CEN shall be required to pay or be liable for all such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”)Basket. (b) Buyer CSOC shall not be liable to the Seller CEN Indemnitees for indemnification under Section 8.03(a8.03 (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of CSOC’s Surviving Representations (the “CEN Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the CEN Basket Exclusions) exceeds the Basket, in which event Buyer CSOC shall be required to pay or be liable for all such Losses from in excess of the first dollar. Basket. (c) The aggregate amount Parties acknowledge and agree that the maximum liability of all Losses CEN, on the one hand, and CSOC, on the other hand, for which Buyer indemnification pursuant to this Article VIII shall be liable pursuant the sum of $1,000,000 (the “Cap”), and neither CSOC, on the one hand, nor CEN, on the other hand, shall have any liability to Section 8.03(a) shall not exceed the other in excess of the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding All liabilities and obligations of CSOC that may arise under Section 8.03 (“CSOC Indemnification Liabilities”), if any, will be satisfied via the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out issuance by CSOC of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely shares of CSOC Common Stock to the Seller andShareholders of a number of shares of CSOC Common Stock valued at the Assumed CSOC Common Stock Value, provided that Seller and the Seller Affiliates did not participate as is equal in or have knowledge of such fraud prior value to the date hereofamount of the CSOC Indemnification Liabilities, solely up to be allocated amongst the Shareholders pro rata according to the Consideration Shares actually received number of shares of CEN Stock held by each Shareholder as of the SellerEffective Time. Such transfer, and assignment will be deemed in full payment and satisfaction of the CSOC Indemnification Liabilities with respect to which payment is being made. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Notwithstanding the provisions of this Article IX, after the Closing with the exception of indemnification provided for in Section 8.02 and Section 8.03 shall be subject to breaches of Fundamental Representations, (i) the following limitations: (a) Seller Purchaser Indemnified Parties shall not be liable entitled to the Buyer Indemnitees for indemnification under recover pursuant to Section 8.02(a9.2(a)(i) (except in respect of breaches of any representation or warranty in Section 3.17(d)) until the Losses incurred with respect to the matter (or series of related matters) giving rise to such breach exceed in the aggregate Twenty Thousand Dollars ($20,000) (the “Mini-Basket”), and then, in such case, the entire amount of all such Losses (including the portion thereof comprising of the Mini-Basket) shall count towards the Basket and shall, subject to clauses (ii) and (iii) below, be recoverable by the Purchaser Indemnified Parties, (ii) the Purchaser Indemnified Parties shall not be entitled to recover pursuant to Section 9.2(a)(i) (except in respect of indemnification under breaches of any representation or warranty in Section 8.02(a3.17(d)) exceeds until, excluding claims that are less than the Mini-Basket, the Losses incurred relating thereto exceed, in the aggregate, Six Hundred, Fifteen Thousand Dollars ($25,000.00 615,000) (the “Basket”), in which event and then 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 Indemnitees Guarantor shall be liable only to the extent that aggregate indemnified Losses exceed such amount, and (iii) in no event shall the aggregate liability of the Seller Guarantor to Purchaser Indemnified Parties pursuant to Section 8.02 shall not 9.2(a)(i) exceed the Escrow Share Amount held in Escrow at that such time Eight Million, Two Hundred Thousand Dollars ($8,200,000) (the “Cap”). (b) Buyer shall not be liable to ; provided, that 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 Cap shall be required increased (A) to pay Sixteen Million, Four Hundred Thousand Dollars ($16,400,000) (less any amounts recovered to which the Cap applies) with respect to indemnification for breaches of Specified Representations and (B) to Forty-One Million Dollars ($41,000,000) (less any amounts recovered to which the Cap applies) with respect to indemnification for breaches of Section 3.18(c) or be liable for all such Losses from Section 3.18(d) that the first dollar. The aggregate amount Company had Knowledge of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed as of the Cap. (c) Notwithstanding anything else set forth in date of this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Parties’ indemnification provided for in obligations under Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Neither Seller nor Buyer shall not be liable to the Buyer Indemnitees have any liability for indemnification monetary Losses arising under Section 8.02(a) or Section 8.03(a), to the extent the aggregate amount of Losses related thereto for which the Seller or Buyer, as applicable, would otherwise be required to provide indemnification, exceeds an amount equal to Three Hundred Seventy-Five Million Dollars ($375,000,000). The aggregate Liability of Buyer, on the one hand, and Seller, on the other hand, for any Losses with respect to matters set forth in Section 8.02(b) and Section 8.03(b), respectively, shall not exceed an amount equal to the Purchase Price. (b) Neither Seller nor Buyer shall have any liability for monetary Losses under Section 8.02(a) or Section 8.03(a) unless and until the aggregate amount of all monetary Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”)or Section 8.03(a) as applicable, in for which event Seller shall or Buyer, as applicable, would otherwise be required to pay provide indemnification exceeds on a cumulative basis an amount equal to Twenty-Five Million Dollars ($25,000,000), at which point Seller or be liable Buyer, as applicable, subject to the other provisions of this Section 8.04, shall indemnify the Buyer Indemnitees or the Seller Indemnitees, as applicable, for the full amount of all such Losses from the first dollar. The aggregate amount in excess of such amount. (c) Any and all Losses for which indemnification payments required to be made by Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed be paid first from the Escrow Share Amount held Fund to the extent available in accordance with the Escrow at that such time (the “Cap”). (b) Buyer Agreement. Seller 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 be required to pay or be liable any Buyer Indemnitee for all such any indemnifiable Losses from under Section 8.02 unless and until the first dollarEscrow Fund has been exhausted. The aggregate Escrow Agent shall distribute to Seller, subject to the terms and conditions of the Escrow Agreement, immediately following the Survival Period, the then remaining Escrow Amount in excess of the sum of any amounts with respect to (i) which Buyer is entitled to, but has not yet received, indemnification, pursuant to this Article VIII (plus the amount of all Losses any interest or income earned on such amount), (ii) any unresolved claims for which Buyer shall be liable indemnification as of such date (plus the amount of any interest or income earned on such amount) and (iii) any amounts disputed but not yet resolved pursuant to Section 8.03(a2.07 or Section 2.08. Once all indemnification claims are resolved between the Parties in accordance with this Article VIII, and all disputes (if any) shall not exceed are resolved between the Cap. (c) Notwithstanding anything else set forth Parties in this Agreementaccordance Section 2.07 or Section 2.08, except as set forth applicable, all remaining amounts in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent Fund, if any, shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liablepaid to Seller. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply The amount of any Losses for which indemnification is provided to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses an Indemnified Party under this Article VIII shall be limited solely net of any amounts actually recovered by such Indemnified Party under policies of insurance (less any costs and expenses of recovery thereof), with respect to such Losses. If and to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares extent any insurance proceeds are actually received by any Indemnified Party after such Indemnified Party has recovered any Losses pursuant to this Article VIII such Indemnified Party shall promptly pay to the SellerIndemnifying Party an amount equal to such insurance proceeds to which the Indemnifying Party is entitled pursuant to the first sentence of this paragraph. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty No Indemnified Party shall be determined without regard entitled to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise be compensated more than once for the same Loss. (f) Each Indemnified Party shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by such Indemnified Party under this Agreement to the extent required by applicable to such representation or warrantyLaw.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (a) Subject to the following limitations: provisions of this Section 9.3 (a) Seller ), Sellers shall not be liable obligated or required to make any indemnification payment, and Buyer Indemnified Parties shall not be entitled to present a claim, demand or to receive any indemnification payment pursuant to ‎this Agreement or pursuant to any of the Buyer Indemnitees for indemnification under Section 8.02(aother Transaction Agreements: (i) until with respect to any specific item of claim which represent a damage of less than US$ 20,000 (De Minimis)until such time as the aggregate total amount of all Losses in respect Damages that have been suffered or incurred by any one or more of indemnification under Section 8.02(athe Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together) exceeds $25,000.00 a total amount equal to USD 250,000 (the “BasketBasket Amount”), in which event Seller . If the total amount of such Damages reaches or exceeds the Basket Amount then the Buyer Indemnified Parties shall be required entitled to pay or be liable indemnified for all such Losses from the first dollar. The aggregate entire amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed such Damages including the Escrow Share Amount held in Escrow at that such time (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 be required to pay or be liable for all such Losses from the first dollarBasket Amount. 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 anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a9.3 (a) and Section 8.04(b) shall do not apply to Losses based upon claims arising out in the case of fraud, criminal activity intentional misrepresentation, or willful or criminal misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (eb) For purposes Notwithstanding anything to the contrary herein or in the other Transaction Agreements, the maximum aggregate Liabilities of Sellers pursuant to this Agreement or in the other Transaction Agreements, shall in no event exceed an amount equal to 25% of the aggregate Purchase Price actually paid to Sellers hereunder. Notwithstanding the foregoing, the limitations set forth in this Section 9.3 (b) do not apply in the case of fraud, intentional misrepresentation, or willful or criminal misconduct. (c) Any amounts payable pursuant to the indemnification obligations hereunder, or (if any) in the other Transaction Agreements shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Article VIIIAgreement or the other Transaction Agreements for the same Damages. (d) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, except in the calculation case fraud, intentional misrepresentation, or willful or criminal misconduct, Sellers and Buyers shall have no liability for any loss of profits or anticipated savings; loss of goodwill or injury to reputation; the loss of business opportunity; punitive or exemplary damages; or any Losses as a result of any inaccuracy in other indirect, consequential or breach of any representation special loss or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantydamage.

Certain Limitations. The indemnification provided liability of Sellers or Buyers, as applicable, for in Section 8.02 and Section 8.03 claims under this Agreement shall be subject to limited by the following limitationsfollowing: (a) Damages shall in no event include any special, indirect, punitive, incidental, or consequential damages whatsoever. (b) The parties mutually agree, for tax purposes, to treat Damages recovered hereunder as an adjustment of the Purchase Price. (c) The amount of Damages otherwise recoverable under this Article 6 shall be reduced to the extent to which any federal, state, local, or foreign tax liabilities of Seller Indemnitee or Buyer Indemnitee, as applicable, or any of their respective Affiliates is decreased by reason of any Damage in respect of which such Seller Indemnitee or Buyer Indemnitee, as applicable, shall be entitled to indemnity under this Agreement. (d) No claim or claims shall be asserted by a Buyer Indemnitee against either Seller or both of them pursuant to the provisions of this Article 6 unless and until the amount of such indemnitee's Damages exceeds U.S. $100,000 (One Hundred Thousand U.S. Dollars) in the aggregate against either Seller or both of them, whereupon such Buyer Indemnitee shall be entitled to assert one or more claims hereunder for the full amount of its Damages as to which such claim or claims are asserted, without deduction of any amount therefrom. The limitation set forth in this Section 6.4(d) shall not be liable apply to any claim for Damages arising out of a breach of the Buyer Indemnitees for indemnification under Section 8.02(arepresentations and warranties set forth in Sections 2.1.5 and 2.2.5 of this Agreement. (e) until the The aggregate amount of Damages recoverable pursuant to the provisions of Section 6.1.1 of this Article 6 by all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”), in which event Seller Buyer Indemnitees against Arcadia II shall be required limited to pay or be liable for all such Losses from the first dollarPurchase Price. The aggregate amount of Damages recoverable pursuant to the provisions of Section 6.1.2 of this Article 6 by all Losses for which Seller Buyer Indemnitees against Arcadia III shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”). (b) Buyer shall not be liable limited to the Seller Indemnitees for indemnification under Section 8.03(a) until portion of the Purchase Price paid to Arcadia III. For the avoidance of doubt, in no event may 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 Buyer shall be liable Damages recoverable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow Agreement by Escrow Agent shall be the sole and exclusive remedy for all Buyer Indemnitees for all Losses for which Seller shall against the Sellers be liablegreater than the Purchase Price. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitations:contrary, (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $25,000.00 (the “Basket”), in which event neither Seller shall be required to pay indemnify or otherwise be liable to Buyer with respect to any claim arising from the failure of Sellers to obtain any Consent if the obtaining of such Consent was not a condition precedent to the obligations of Buyer set forth in this Agreement or the condition that such Consent be obtained was waived by Buyer; (b) neither Seller shall be required to indemnify or otherwise be liable to Buyer for any breach of a representation or warranty, or for the breach of any covenant contained in Section 5 of this Agreement, except to the extent the losses, obligations, liabilities, costs, and expenses of Buyer arising from all such Losses from breaches by both Sellers exceed in the first dollar. The aggregate amount One Hundred Thousand Dollars; it being understood that this limitation applies only to indemnification for breaches of all Losses representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the right to indemnification for which Seller Indemnitees shall be liable Excluded Liabilities, or to claims relating to the adjustments and prorations pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time (the “Cap”2.3(a).; (bc) Buyer shall not be required to indemnify or otherwise be liable to any Seller for any breach of a representation or warranty, except to the Seller Indemnitees for indemnification under Section 8.03(a) until extent the losses, obligations, liabilities, costs, and expenses of both Sellers arising from all such breaches by Buyer exceed in the aggregate amount One Hundred Thousand Dollars; it being understood that this limitation applies only to indemnification for breaches of all Losses representations and warranties and does not apply to other indemnification rights or to claims relating to the adjustments and prorations pursuant to Section 2.3(a); (d) no party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in respect Section 5 of this Agreement, unless notice of the claim is given within twelve months after the Closing Date; it being understood that this limitation applies only to indemnification under for breaches of representations and warranties and breaches of covenants contained in Section 8.03(a5 and does not apply to other indemnification rights, including the right to indemnification for Excluded Liabilities, or to claims relating to the adjustments and prorations pursuant to Section 2.3(a); (e) exceeds the Basket, in which event Buyer neither Seller shall be required to pay indemnify or otherwise be liable to Buyer for any breach of a representation or warranty, or for the breach of any covenant contained in Section 5 of this Agreement, to the extent the losses, obligations, liabilities, costs, and expenses of Buyer arising from all such Losses from breaches by all Sellers exceed in the first dollar. The aggregate amount Ten Million Dollars; it being understood that this limitation applies only to indemnification for breaches of all Losses representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the right to indemnification for which Buyer shall be liable Excluded Liabilities, or to claims relating to the adjustments and prorations pursuant to Section 8.03(a2.3(a); and (f) Buyer shall not be required to indemnify or otherwise be liable to any Seller for any breach of a representation or warranty to the extent the losses, obligations, liabilities, costs, and expenses of all Sellers arising from all such breaches by Buyer exceed in the Cap. (c) Notwithstanding anything else set forth in aggregate Ten Million Dollars; it being understood that this Agreement, except as set forth in Section 8.04(d) limitation applies only to indemnification for breaches of representations and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole warranties and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall does not apply to Losses based upon other indemnification rights or to claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely relating to the Seller and, provided that Seller adjustments and the Seller Affiliates did not participate in or have knowledge of such fraud prior prorations pursuant to the date hereof, solely up to the Consideration Shares actually received by the SellerSection 2.3(a). (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 10.02 and Section 8.03 10.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a10.02(a)(i) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 2.01, Section 2.02, Section 2.03, Section 2.04, and Section 2.06 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds Two Hundred Fifty Thousand Dollars ($25,000.00 (the “Basket”250,000.00), in which event Seller shall be required to pay or be liable for all such Losses from exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the first dollar. The contrary contained herein, Seller’s aggregate amount liability under this Agreement in respect of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 breaches of its representations and warranties contained herein (excluding the Buyer Basket Exclusions), shall not exceed twenty-five percent (25%) of the Escrow Share Amount held in Escrow at that such time Purchase Price (the “Cap”), but the Cap shall not apply to any claims for indemnification based upon any Buyer Basket Exclusion or any breach of Seller’s or the Company’s covenants herein. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a10.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01 and Section 3.03 (the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a10.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds the BasketTwo Hundred Fifty Thousand Dollars ($250,000.00), in which event Buyer Seller shall be required to pay or be liable for all such Losses from exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the first dollar. The contrary contained herein, Buyer’s aggregate amount liability under this Agreement in respect of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) breaches of its representations, warranties and covenants contained herein shall not exceed twenty-five percent (25%) of the CapPurchase Price. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconduct, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 Party (including its Affiliates) making a claim under this Article IX is referred to as the “Indemnified Party,” and Section 8.03 shall be subject the Party against whom such claim is asserted under this Article IX is referred to as the following limitations:“Indemnifying Party.” (a) Seller Sellers shall not be liable to the any Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a), Section 9.02(b)(i) and Section 9.02(b)(ii) exceeds an amount equal to $25,000.00 [***] (the “BasketDeductible”), in which event Seller the Sellers shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The Deductible; provided, however, that in no event shall Sellers’ aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Liability under Section 8.02 shall not 9.02(a) exceed the Escrow Share Amount held in Escrow at that such time $[***] (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to any indemnification claim made by any Buyer Indemnified Party: (i) under Section 9.02(b)(i) or Section 9.02(b)(ii), or (ii) arising out of, resulting from or relating to any Fraud by any Seller. (b) Sellers shall not be liable to any Buyer Indemnified Party for indemnification under Section 9.02(b)(i) or Section 9.02(b)(ii) in an aggregate amount, with respect to each Seller, in excess of the portion of the Purchase Price actually received by such Seller; provided, however, that this Section 9.04(b) shall not apply to any indemnification claim made by any Buyer Indemnified Party arising out of, resulting from or relating to any Fraud by any Seller. (c) Buyer shall not be liable to the any Seller Indemnitees Indemnified Party for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds an amount equal to the BasketDeductible, in which event Buyer shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The Deductible; provided, however, that in no event shall Buyer’s aggregate amount of all Losses for which Buyer shall be liable pursuant to Liability under Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) . Notwithstanding the foregoing, neither the limitations set forth in Section 8.04(a) and Section 8.04(b) Deductible nor the Cap shall not apply to Losses based upon claims any indemnification claim made by any Seller Indemnified Party arising out of fraudof, criminal activity resulting from or willful misconductrelating to: (i) any misrepresentation, in which case such Losses shall be limited solely to the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any Buyer Fundamental Warranty, or (ii) any Fraud by Buyer. (d) Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) for a misrepresentation, inaccuracy in or breach of any Buyer Fundamental Warranty in an aggregate amount greater than the Purchase Price; provided, however, that this Section 9.04(d) shall not apply to any indemnification claim made by any Seller Indemnified Party arising out of, resulting from or relating to any Fraud by Buyer. (e) In no event shall any Indemnified Party be entitled to seek or receive indemnification for the same Losses more than once under this Article IX even if a claim for indemnification in respect of such Losses has been made as a result of a breach of more than one (1) representation, warranty, covenant or agreement contained in this Agreement. (f) Each Indemnified Party shall take, and cause its Affiliates to take, Commercially Reasonable Efforts to mitigate any Loss that are indemnifiable pursuant to this Agreement to the extent required by Law. (g) The Indemnifying Party shall not be liable under Section 9.02 for any Losses to the extent included in the calculation of any adjustment to the Purchase Price pursuant to Section 1.07. No Losses may be claimed by Buyer to the extent (i) such Loss is included in the Closing Purchase Price, as finally determined in accordance with Section 1.07, (ii) such Loss consists of or relates to Taxes with respect to the Company attributable to the Post-Closing Taxable Period, or (ii) such Loss is due to Buyer breaching any covenant relating to Taxes in this Agreement. (h) Nothing in this Article IX shall be deemed to limit any rights of Buyer and its Affiliates as against the R&W Carrier under the R&W Insurance Policy. Notwithstanding any provision in this Agreement to the contrary, the Buyer Indemnified Parties shall be entitled to make a claim for indemnification under this Article IX (subject to the limitations in this Article IX, including the limitation in Section 9.04(i)), concurrently with seeking recovery from any insurance (including the R&W Insurance Policy). (i) Other than with respect to any misrepresentation, inaccuracy in or breach of the Seller Fundamental Warranties or Fraud, the sole and exclusive recourse of the Buyer Indemnified Parties for Losses in respect to any misrepresentation, inaccuracy in or breach of any representations or warranties of Sellers contained in this Agreement or any other Transaction Agreement, or the corresponding indemnities under Section 9.02(a) and Section 9.02(b)(vi), shall be to file a claim under the R&W Insurance Policy, regardless of whether: (i) the applicable Buyer Indemnified Party is an insured party pursuant to the R&W Insurance Policy; (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) the applicable Buyer Indemnified Party makes a claim under the R&W Insurance Policy in respect to any breach or inaccuracy of any representation or warranty given by Sellers pursuant to in this Agreement or any other Transaction Agreement, or the corresponding indemnities under Section 9.02(a) and Section 9.02(b)(vi), and such claim is denied by the R&W Carrier. For clarity, Buyer shall be determined without regard solely responsible for paying any deductible or retention amount payable in connection with claims made under the R&W Insurance Policy. (j) Other than with respect to Fraud, the Buyer’s right to indemnification pursuant to Section 9.02(b)(i) and Section 9.02(b)(ii) arising out of, resulting from or relating to any materialitymisrepresentation, Material Adverse Effect inaccuracy in or breach of any of the Seller Fundamental Warranties will be satisfied: (i) first, to the extent the R&W Insurance Policy provides coverage, from the R&W Insurance Policy up to an amount equal to the policy limit under the R&W Insurance Policy; and (ii) second, from each of the Sellers, severally (not jointly or jointly and severally, notwithstanding the first paragraph in Article II) in respect of any Seller Fundamental Warranties pursuant to Article II (with each Seller’s respective portion of such Losses being determined in accordance with Section 9.02(b)), or where such claim is attributable to a particular Seller, severally (not jointly or jointly and severally, notwithstanding the first paragraph in Article II) from the applicable Seller, to the extent that the R&W Insurance Policy does not fully cover the Losses (either because no coverage is available under such policy or there is insufficient insurance available under such policy), in an amount not to exceed the amount set forth in Section 9.04(b). For clarity, Buyer shall be solely responsible for paying any deductible or retention amount payable in connection with claims made under the R&W Insurance Policy. (k) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of insurance proceeds (other than under the R&W Insurance Policy) actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to collect such insurance proceeds and less the net present value of any increases in premiums attributable to such amounts. If the Indemnified Party or any of its Affiliates receives any such insurance proceeds subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount of the relevant insurance proceeds, less any out-of-pocket collection or out-of-pocket recovery costs and expenses (including deductibles and co-insurance) incurred by such Person in order to collect insurance proceeds and less the net present value of any increases in premiums attributable to such Losses. Notwithstanding the foregoing, a Buyer Indemnified Party will not be required to reimburse ‎amounts actually received from the R&W Carrier to the extent such Buyer Indemnified Party’s ‎total Losses exceed the limits available under the R&W Insurance Policy. ‎ (l) ‎The amount of any Loss for which indemnification is provided under this Article ‎IX will be reduced to take ‎‎account of any net Tax benefit realized by the Indemnified Party arising from the incurrence ‎or ‎payment of that Loss, to the extent necessary to ensure that the Indemnified Party ‎receives a net ‎amount that, taking into account any net Tax benefit, is ‎sufficient to fully ‎compensate for the Loss, but results in no net gain to the Indemnified Party. ‎In computing the ‎amount of any net Tax benefit, the Indemnified Party will be ‎deemed to recognize ‎all other items of income, gain, loss, deduction or credit before ‎recognizing any item arising from ‎the receipt of any indemnity payment under this ‎Agreement or the incurrence or payment of any ‎indemnified Loss.‎ (m) Notwithstanding anything in this Agreement to the contrary, from and after the Closing, no Person defined as a Seller Indemnified Party shall seek or be entitled to advancement, indemnification, contribution or other similar qualification contained in recovery of any kind from the Company Group (including by reason of the fact that he, she or otherwise applicable it was an officer, director, manager, member, employee, or agent of the Company Group or was serving at the request of the Company Group as a partner, trustee, director, officer, employee, or agent of another entity) for any actions or omissions of such Person prior to Closing with respect to any matter for which such representation or warrantyPerson is required to indemnify any Buyer Indemnified Party under this Article IX.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in this Agreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, but except as otherwise provided in this subsection (b) and Schedule 10.5, Sellers shall not be liable to Buyer in respect of any indemnification hereunder except to the Buyer Indemnitees for indemnification under Section 8.02(aextent that (i) until the aggregate amount of all Losses in respect losses of indemnification under Section 8.02(aBuyer exceeds One Million Dollars ($1,000,000) exceeds $25,000.00 (the “Basket”"Threshold Amount") (and then only to the extent such losses exceed the excess of Five Hundred Thousand Dollars ($500,000), ) over an amount (not in excess of $100,000) which event Seller shall be Sellers are not required to pay or be liable for all expend in environmental remediation as a result of the Environmental Threshold Amount (such Losses from excess being the first dollar. The aggregate amount of all Losses for which Seller Indemnitees shall be liable pursuant to Section 8.02 shall not exceed the Escrow Share Amount held in Escrow at that such time "Excess Amount") and (the “Cap”). (bii) 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 losses of indemnification under Section 8.03(aBuyer is less than the excess of Fifty Million Dollars) exceeds the Basket, in which event ($50,000,000) over any amounts expended by 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 8.03(a) 6.15, or with respect to which Buyer receives a proration in its favor under Section 6.15 (such excess being the "Indemnity Cap"); provided, the foregoing shall not exceed be applicable to any amounts owed in connection with the CapPurchase Price or the proration adjustment thereof. In determining whether Sellers shall be obligated to indemnify Buyer under this Section 10, once the Threshold Amount has been satisfied, each representation and warranty and each covenant contained in this Agreement for which indemnity may be sought hereunder shall be read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein. (c) Notwithstanding anything else set forth in any other provision of this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, Agreement to the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon claims arising out of fraud, criminal activity or willful misconductcontrary, in no event shall a party be entitled to indemnification for such party's consequential or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses which case such Losses shall be limited solely to form the Seller and, provided that Seller and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellerbasis for any claim for indemnification hereunder. (e) For purposes of this Article VIII, the calculation of any Losses as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9(b) and Section 8.03 9(c) shall be subject to the following limitations:: 66 (ai) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9(b)(i) exceeds $25,000.00 an amount equal to one percent (1%) of the Premium (the “Basket”), in which event the Buyer Indemnitees shall be required to pay and be liable for all Losses up to the Basket and Seller shall be required to pay or and be liable for all such Losses from that equal or exceed the first dollar. The Basket; provided, however, that the aggregate amount of all Losses for which Seller Indemnitees shall be liable liable, in the aggregate, pursuant to Section 8.02 9(b)(i) shall not exceed the Escrow Share Amount held in Escrow at that such time Seven Hundred Fifty Thousand Dollars ($750,000) (the “Cap”). For the avoidance of doubt, the Cap does not include any Losses paid by Buyer up to the Basket. (bii) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9(c)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9(c)(i) exceeds the Basket, in which event the Seller Indemnitees shall be required to pay and be liable for all Losses up to the Basket and Buyer shall be required to pay or and be liable for all such Losses from that equal or exceed the first dollar. The Basket; provided, however, that the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9(c)(i) shall not exceed the Cap. For the avoidance of doubt, the Cap does not include any Losses paid by Seller up to the Basket. (c) Notwithstanding anything else set forth in this Agreement, except as set forth in Section 8.04(d) and Section 8.09 hereof, the Escrow Share Amount held in escrow by Escrow Agent shall be the sole and exclusive remedy for Buyer Indemnitees for all Losses for which Seller shall be liable. (diii) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9(d)(i) and Section 8.04(b9(d)(ii) shall not apply to (i) Losses under Section 9(b)(i) or Section 9(c)(i) based upon claims upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations, Losses arising out of fraudor related to any fraud or intentional misrepresentation, criminal activity or willful misconductany Losses under Section 9(b)(iii) and Section 9(c)(ii), in which case and instead such Losses shall be limited solely not in the aggregate with all other Losses under Section 9(b)(i) or Section 9(c)(i), as applicable, exceed an amount equal to the Seller and, provided that Seller Purchase Price; or (ii) attorneys’ fees and the Seller Affiliates did not participate in or have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Sellercosts. (eiv) For purposes of this Article VIII, the calculation of any Losses as a result of Section 9 any inaccuracy in or breach of any representation or warranty shall be determined with respect to any materiality, Material Adverse Effect or other similar qualification, but once there is such inaccuracy or breach, the amount of any resulting Losses shall be calculated without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.