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 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 and With respect to any breach of any representation or warranty made by the Company or the Sellers contained in this Agreement or the Ancillary Agreements, other than in the event of fraud (including any intentional misrepresentation) or a breach of a Fundamental Representation, the maximum aggregate amount that the Purchaser Indemnitees may recover from the Sellers, collectively, shall be $2,000,000. (b) Notwithstanding anything in this Agreement to the contrary, (i) the fact that an Indemnified Party had Knowledge of a breach, event or circumstance giving rise to a Loss shall not prevent or limit in any way the right of an Indemnified Party to bring a claim for indemnification for any Losses under this Agreement; and (ii) nothing in this Agreement shall limit the liability of any Person in the event of fraud (including any intentional misrepresentation) of this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby, for any Losses incurred or sustained by the Indemnified Parties or any of them (including the Company), resulting from or arising out of such fraud or which could have been avoided or mitigated but for such fraud. (c) When determining the amount of Losses suffered (but not whether a breach, inaccuracy or failure has occurred) by a Purchaser Indemnitee as a result of any breach or inaccuracy of a representation or warranty of the Company, or any failure by the Company, any Seller to perform or comply with any covenant or agreement applicable to it that is qualified or limited in scope as to materiality, Material Adverse Effect or Knowledge, such breach, inaccuracy or failure shall be deemed to be made without such qualification or limitation. (d) Except in the case of fraud, intentional misrepresentation, or a breach of a Fundamental Representation, a Seller Indemnifying Party shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a) 8.02 until the aggregate amount of all Losses in respect of indemnification under such Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds Twenty-Five Thousand Dollars ($25,000 25,000) (the “DeductibleBasket”), in which event such Seller Indemnifying Party shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. The aggregate amount of all Losses Notwithstanding any other provision herein to the contrary, any claims by a Purchaser Indemnitee for which Seller and/or the Company shall be liable indemnification pursuant to Section 8.02(aSections 8.02(iv) and (v) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (be subject to 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 PriceBasket. (be) Buyer Except in the case of fraud, intentional misrepresentation, or a breach of a Fundamental Representation, the Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 8.03 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) such Sections exceeds the DeductibleBasket, in which event Buyer the Purchaser Indemnifying Party shall be required to pay or be liable for all such Losses in excess of from the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capfirst dollar. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitations:contrary, (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 (the “Deductible”), 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 breaches by both Sellers exceed in excess the aggregate One Hundred Thousand Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the Deductible. The aggregate amount of all Losses right to indemnification for which Seller and/or Excluded Liabilities, or to claims relating to the Company shall be liable adjustments and prorations pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”2.3(a); 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.; (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 Deductible, 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 breaches by all Sellers exceed in excess the aggregate Ten Million Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and warranties and breaches of covenants contained in Section 5 and does not apply to other indemnification rights, including the Deductible. The aggregate amount of all Losses 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 the foregoing, the limitations set forth in Section 8.04(a) aggregate Ten Million Dollars; it being understood that this limitation applies only to indemnification for breaches of representations and Section 8.04(b) shall warranties and does not apply to Losses based upon, arising out of, with respect other indemnification rights or to or by reason of claims relating to the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 adjustments and prorations 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 CompanySection 2.3(a).

Certain Limitations. The indemnification It is the intention of the parties hereto to conform strictly to all usury laws that are applicable to each such party, this Lease, and to each of the transactions contemplated by this Lease (collectively the "Transactions"). Accordingly, notwithstanding anything to the contrary in this Lease, or any other document, certificate, instrument or agreement entered in connection with the Transactions (collectively the "Transaction Documents"), it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under Applicable Usury Law (hereinafter defined) that is contracted for, taken, reserved, charged or received by any party under the Transaction Documents or otherwise in connection with the Transactions shall under no circumstances exceed the maximum amount of interest that could lawfully be charged by such party under Applicable Usury Law, (ii) in the event that the maturity of any indebtedness evidenced by or payable pursuant to the Transaction Documents is accelerated for any reason, or in the event of any required or permitted payment or prepayment of all or any part of such indebtedness (including, without limitation, and if applicable, any required or permitted purchase of any Property or Equipment, or any required or permitted payment of the Adjusted Acquisition Cost), then such consideration that constitutes interest as to any such indebtedness under Applicable Usury Law may never include more than the maximum amount allowed by such Applicable Usury Law, and (iii) excess interest, if any, provided for in the Transaction Documents or otherwise in connection with the Transactions shall be, in accordance with the following provisions of this Section 8.02 and Section 8.03 33, canceled automatically and, if theretofore paid, shall be subject credited by the recipient on the principal or stated amount of the affected indebtedness (or, to the following limitations: extent that the principal or stated amount of such indebtedness shall have been or would thereby be paid in full, refunded by such recipient to the party entitled thereto). If at any time the rate of interest (denominated as such) contractually called for in any Transaction Document (as the same may vary from time to time pursuant to the terms of such Transaction Document, the "Stated Rate"), exceeds the maximum non-usurious rate of interest permitted by Applicable Usury Law (the "Maximum Rate") in respect of the indebtedness evidenced by such Transaction Document, taking into account all other amounts paid or payable pursuant to the Transaction Documents which constitute interest with respect to such indebtedness under Applicable Usury Law regardless of whether denominated as interest (collectively, the "Other Charges"), then the rate of interest to accrue on such indebtedness shall be limited to such Maximum Rate (taking into account the Other Charges), but any subsequent reduction in the Stated Rate applicable to such indebtedness shall not reduce the rate of interest or yield to accrue on such indebtedness to a rate that is less than such Maximum Rate (taking into account the Other Charges) until such time as the total amount of interest or yield on such indebtedness equals the amount of interest or yield which would have accrued if the Stated Rate applicable to such indebtedness had at all times been in effect. If at the maturity or final payment of any indebtedness the total amount of interest or yield paid or accrued on such indebtedness under the preceding sentence is less than the total amount of interest or yield which would have accrued if the Stated Rate applicable to such indebtedness had at all times been in effect, then to the fullest extent permitted by Applicable Usury Law there shall be due and payable with respect to such indebtedness an amount equal to the excess, if any, of (a) Seller and the Company shall not be liable to lesser of (i) 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 (the “Deductible”), in interest which event Seller shall be required to pay or be liable for all would have accrued on such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all indebtedness if such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Maximum Rate in respect of such claimindebtedness had at all times been in effect and been chosen as the rate of interest or yield to be applicable throughout the term of such indebtedness (taking into account the Other Charges) and (ii) the amount of interest which would have accrued on such indebtedness if the Stated Rate applicable to such indebtedness had at all times been in effect, over (b) the amount of interest accrued in accordance with the provisions of the Transaction Document evidencing such indebtedness after giving effect to the preceding sentence. Each Indemnified Party shall use commercially reasonable efforts All amounts paid or agreed to pursue recovery under all insurance policies be paid for the use, forbearance or detention of sums pursuant to or in connection with the Transaction Documents shall, to the extent permitted by Applicable Usury Law, be amortized, prorated, allocated and other rights spread throughout the full term thereof so that the rate or amount of recovery available to it. If an Indemnified Party receives a recovery interest paid or payable with respect to Losses for which such Indemnified Party has been previously compensated, such Indemnified Party shall remit the any amount of such proceeds, in each case up indebtedness evidenced by or payable pursuant to the amount previously paid by Transaction Documents does not exceed the applicable Indemnifying Party with respect to such Lossusury ceiling, to if any. As used herein, 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.term "

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 in any Transaction Document to the contrary, Seller shall not be obligated to indemnify any Purchaser Indemnified Parties (A) for Purchaser Losses under Section 7.1(a)(i) of this Agreement (other than in respect of the Seller Specified Reps) and for any breach of the Company Transition Services Agreement or the Professional Services Agreement and for any breach of a covenant contained in this Agreement insofar as it directly relates to the Transition Services Agreement or the Professional Services Agreement (including Section 9.13 hereof) collectively in the aggregate in excess of twenty eight million, one hundred twenty five thousand dollars ($28,125,000) (the “Cap”) or (B) with respect to all Purchaser Losses under Section 7.1(a) and for any breach of the Transition Services Agreement or the Professional Services Agreement (including breaches involving fraud or willful breach) collectively in the aggregate in excess of the Purchase Price (the “Aggregate Cap”); provided, that neither the Cap nor the Aggregate Cap shall apply in the case of fraud or willful breach involving this Agreement. (b) Notwithstanding anything contained in any Transaction Document to the contrary, Purchaser shall not be obligated to indemnify any Seller Indemnified Parties (A) for Seller Losses under Section 7.1(b)(i) of this Agreement (other than in respect of the Purchaser Specified Reps) and for any breach of the Transition Services Agreement or the Professional Services Agreement and for any breach of a covenant contained in this Agreement insofar as it directly relates to the Transition Services Agreement or the Professional Services Agreement (including Section 9.13 hereof) collectively in the aggregate in excess of the Cap or (B) with respect to all Seller Losses under Section 7.1(b) and for any breach of the Transition Services Agreement or the Professional Services Agreement (including breaches involving fraud or willful breach) collectively in the aggregate in excess of the Aggregate Cap; provided, that neither the Cap nor the Aggregate Cap shall apply in the case of fraud or willful breach involving this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 7.1(c) and Section 7.2(c) of the Seller Disclosure Letter, Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) any Purchaser Losses unless and until the aggregate amount of all Purchaser Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, incurred by Purchaser exceeds two million dollars ($25,000 2,000,000) (the “Deductible”), in which event ) and then Seller shall be required to pay or be liable for aggregate amount of all such Purchaser Losses (excluding the amount of the Deductible); provided, however, that (i) all Purchaser Losses up to the Deductible shall be calculated and included in the Deductible only to the extent Purchaser Losses resulting from any single claim or aggregate claims arising out of substantially the same facts, events or circumstances exceed the Lower Threshold and (ii) all Purchaser Losses in excess of the Deductible. The aggregate amount of all Deductible shall be calculated and included as Purchaser Losses for which Seller and/or any purpose under this Article VII only to the Company extent Purchaser Losses resulting from any single claim or aggregate claims arising out of substantially the same facts, events or circumstances exceed the Higher Threshold; provided, further, that, for purposes of determining whether a Purchaser Loss applies to the Lower Threshold or the Higher Threshold, such determination shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that the aggregate amount made based on timing 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 Purchaser Indemnified Party’s discovery of the Fundamental Representationsevent underlying such Purchaser Loss; provided, together with Losses in respect of indemnification under Article VIfurther, 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 that the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed Lower Threshold and the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Higher Threshold shall not apply to indemnification claims for Purchaser Losses based uponunder Section 7.1(a)(i) for breach of Seller Specified Reps or under Sections 7.1(a)(ii) or 7.1(a)(iii), arising out of, with respect to or by reason of the fraud, for fraud or willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicablebreach. (d) For purposes The representations and warranties of Seller and Purchaser contained in ARTICLE III (as modified by the Disclosure Letter) and ARTICLE IV, respectively, of this Article VIIIAgreement shall survive the Closing until the twelve (12)-month anniversary of the Closing Date, any inaccuracy other than the representations set forth in (i) Section 3.1, Section 3.2(a), Section 3.2(b) with respect to clause (i) only, Section 3.4(a), Section 3.4(b), Section 3.10 and Section 3.11 (collectively, the “Seller Specified Reps”) and Section 4.1, Section 4.2, Section 4.4 and Section 4.6 (collectively, the “Purchaser Specified Reps”) which shall survive until thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters contained therein or, if no such applicable statute of limitations exists, indefinitely. The covenants and agreements contained in this Agreement shall survive the Closing until the date or breach dates specified therein or, if not so specified, until the expiration of any representation or warranty the applicable statute of limitations with respect to the matters contained therein or, if no such applicable statute of limitations exists, indefinitely. Notwithstanding the foregoing, no time limitations shall be determined without regard apply to any materiality, Material Adverse Effect claims based on fraud or other similar qualification contained in or otherwise applicable to such representation or warrantywillful breach. (e) Any payment made by an Indemnifying Party The obligations to an Indemnified indemnify, defend and hold harmless a Party pursuant to Article VIII in Section 7.1(a) or 7.1(b) shall terminate if the applicable representation, warranty or covenant terminates pursuant to Section 7.2(d); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect of to any claim will be net of any insurance proceeds or other recovery realized by and paid 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 the applicable survival period, made a claim by delivering a written notice (stating in respect reasonable detail the basis of such claim. Each Indemnified Party ) to the Indemnifying Party. (f) Notwithstanding anything contained herein or elsewhere to the contrary, all “material,” “materially” or Company Material Adverse Effect qualifiers contained in the representations and warranties (or definitions used in the representations and warranties) set forth in ARTICLE III (other than clause (ii) of Section 3.16(a)) and ARTICLE IV of this Agreement and in the certificates delivered pursuant to Section 6.2(a) or Section 6.3(a) shall use commercially reasonable efforts to pursue recovery under all insurance policies be ignored and other rights not given any effect for purposes of recovery available to it. If an Indemnified Party receives the indemnification provisions hereof, including, without limitation, for purposes of determining whether or not a recovery breach of a representation or warranty has occurred, in determining whether the limitations in this Section 7.2 have been satisfied (including the Deductible) and/or in determining the amount of any indemnifiable Purchaser Losses. (g) Except with respect to Losses intentionally concealed matters, no information or knowledge acquired, or investigations conducted, by Purchaser or its representatives, of the Business, the Company, the Company Subsidiary or otherwise, shall in any way limit, or constitute a waiver of, or a defense to, any claim for which such indemnification by Purchaser or any Purchaser 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 Companyunder 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 FBR and the Company FNLC shall not be liable obligated to provide indemnification to the Buyer Sun Indemnitees for indemnification under Section 8.02(a) until an amount exceeding, in the aggregate amount of all Losses in respect of indemnification under Section 8.02(a)$15,000,000 (such aggregate amount, together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however provided, however, that the aggregate amount of all Losses Sun Indemnitees shall only be entitled to indemnification from FBR and FNLC 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 80% 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of $10,000,000; and provided further, that the Deductible. The aggregate amount of all Losses for which Buyer Sun Indemnitees shall be liable entitled to indemnification without regard to the Cap for any Loss attributable to (i) any indemnification obligation pursuant to Section 8.03(a) shall not exceed the Cap. Sections (b), (c), (f) Notwithstanding the foregoingor (g) of Exhibit H, the limitations set forth in Section 8.04(a(ii) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (diii) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty of FBR, FNLC or the Company in this Agreement or the Securities Purchase Agreement, which breach was made with reckless disregard for the truth or accuracy thereof, (iv) any intentional or willful breach by FBR or FNLC of any covenant, which breach was made with reckless disregard of FBR’s or FNLC’s obligations under this Agreement, or (v) as provided in Section 7.5(e). (b) The Company shall not be obligated to provide indemnification to the Sun Indemnitees for an amount exceeding, in the aggregate $1,250,000 (such aggregate amount, the “Company Cap”); provided, however, that the Sun Indemnitees shall only be entitled to indemnification from the Company for 20% of any Losses in excess of $10,000,000; and provided further, that the Sun Indemnitees shall be determined entitled to indemnification without regard to the Company Cap for any materialityLoss attributable to (i) any indemnification obligation pursuant to Sections (b) or (c) of Exhibit H, Material Adverse Effect (ii) fraud, (iii) any breach of any representation or warranty of FBR, FNLC or the Company, which breach was made with reckless disregard for the truth or accuracy thereof or with the intent to mislead or defraud NLC Holding, (iv) any intentional or willful breach by FBR, FNLC or the Company of any covenant, which breach was made with reckless disregard of FBR’s or FNLC’s obligations under this Agreement or with the intent to mislead or defraud NLC Holding, or (v) as provided in Section 7.5(e). (i) Except as provided below, any indemnification obligation of FBR or FNLC up to the Cap payable hereunder shall, at FBR’s option, be satisfied either in cash or by an assignment to NLC Holding of: (i) FNLC’s right to payment of any Loans (as defined in the Loan Agreement); or (ii) Units (as defined in the Company’s Fourth Amended and Restated Operating Agreement) or other similar qualification contained capital of the Company held by FNLC or its permitted assigns. To the extent any indemnification obligation is satisfied with Units of the Company, (A) prior to the Second Closing, such Units will be valued at a per Unit price equal to (x) the aggregate amount of any Loan made by FBR that is converted into equity in accordance with this Agreement or otherwise the Loan Agreement divided by (y) the number of Units held by FBR at the time of such indemnification payment, and (B) after the Second Closing, (x) $15,000,000.00 divided by (y) the number of Units held by FBR immediately following the Second Closing. Notwithstanding the foregoing, any indemnification obligation pursuant to Sections (f) or (g) of Exhibit H or Section 7.5(e), shall be satisfied in cash by wire transfer of immediately available funds to an account identified by the applicable Sun Indemnitees. (c) In no event shall NLC Holding be obligated to such provide indemnification pursuant to Section 7.2(a) exceeding, in the aggregate, the Cap; provided, however, that the FBR Indemnitees shall be entitled to indemnification without regard to the Cap for any Loss attributable to (i) fraud, (ii) any breach of any representation or warrantywarranty of NLC Holding, which breach was made with reckless disregard for the truth or accuracy thereof or (iii) any intentional or willful breach by NLC Holding of any covenant, which breach was made with reckless disregard of NLC Holding’s obligations under this Agreement. (d) FBR, FNLC and the Company shall only be obligated to provide indemnification pursuant to Section (d) of Exhibit H with respect to the Class Action Lawsuits to the extent any such Losses exceed the reserve for the Class Action Lawsuits set forth in the Estimated Closing Balance Sheet. (e) Any payment made by an Indemnifying Party FBR, FNLC and the Company shall be obligated to an Indemnified Party provide indemnification pursuant to Article VIII in respect Section (e) 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 Exhibit H only to the extent that any Losses thereunder exceed the reserve for Mortgage Loan Losses set forth on the Estimated Closing Balance Sheet, provided that (i) FBR and FNLC shall also provide indemnification for 80% of $3,750,00 of Losses in excess of the Cap, up to an additional $3,000,000, and (ii) the Company shall also provide indemnification for 20% of $3,750,00 of Losses in excess of the Cap, up to an additional $750,000. In addition, upon the later of March 1, 2008 or resolution of any claims under Section (e) of Exhibit H, the Company shall pay to FNLC (in cash by wire transfer of immediately available funds) an amount, if any, equal to the excess, if any, of the reserve for Mortgage Loan Losses satisfied by set forth on the Indemnifying Party hereunderEstimated Closing Balance Sheet, over such Mortgage Loan Losses incurred prior to December 31, 2007 (with no amount payable if such formula results in a negative number). The Indemnified Party Company may set-off any payment payable to FNLC under this Section 7.5(e) against any indemnification obligations owed to FBR or FNLC under Section 7.1. (f) FBR and FNLC shall execute and deliver such instruments and papers be obligated to provide indemnification pursuant to Section (g) of Exhibit H only to the extent that any Losses thereunder exceed the reserve for Real Estate Losses set forth on the Final Closing Balance Sheet (as are necessary to assign such rights and assist defined in the exercise thereof, including reasonable access to the books and records of the CompanyLoan Agreement).

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 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)covenants, together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses any Damages for which the Seller and/or the Company shall be liable pursuant to Section 8.02(a7.2(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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 (the “Cap”); provided however that , and (ii) the Seller shall have no liability for indemnification under Section 7.2(a)(i) unless and until the aggregate amount of all Losses for which Seller and/or such Damages exceeds $250,000 (the Company shall be liable pursuant to Section 8.02(a) based upon, arising out of, with respect to or by reason “Indemnification Deductible”); and provided further that in the case of any inaccuracy in or breach of any Company Fundamental Representation, the Seller shall be directly liable to the Buyer Indemnified Persons to the extent such Damages are not covered by the Indemnification Insurance Policy for any reason other than the lack of good faith efforts by the Fundamental RepresentationsBuyer Indemnified Persons to seek recovery thereunder and comply with the terms and conditions thereof (including the deductible provided for therein, together with Losses in respect of indemnification under Article VIthe coverage limit being exceeded or coverage being denied), shall not exceed up to an amount equal to the Purchase PricePrice actually received by the Seller pursuant to this Agreement. (b) Buyer shall not be liable 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 Indemnitees for indemnification all Damages under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.2(a) shall not exceed the Capaggregate 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) Notwithstanding 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 foregoing, event of diminution of value to the limitations set forth in Section 8.04(a) extent that such diminution of value is the probable and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason reasonably foreseeable result of the fraudapplicable 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 breach or intentional misrepresentation breaches of Seller, the Company or Buyer, as applicablecovenants. (d) For purposes of An Indemnified Person entitled to indemnification by an Indemnifying Person pursuant to this Article VIII, VII with respect to any inaccuracy in 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 any representation two or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained more representations and/or warranties set forth in or otherwise applicable to such representation or warrantythis Agreement. (e) Any payment made by an Indemnifying Party No Buyer Indemnified Person shall be entitled to an Indemnified Party pursuant to Article VIII indemnification under this Agreement (i) in respect of any claim will be net of any insurance proceeds or other recovery realized by and paid Damages to the Indemnified Party extent such Damages were taken into account in respect 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 claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights matter. (f) For purposes of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses for which such Indemnified Party determining (i) whether there has been previously compensated, such Indemnified Party shall remit any misrepresentation or breach of a representation or warranty and (ii) the amount of such proceedsany Damages resulting therefrom, all qualifications or exception in each case up any representation or warranty relating to or referring to the amount previously paid by the applicable Indemnifying Party with respect to such Lossterms “material”, to the applicable Indemnifying Party. An Indemnifying Party “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be subrogated to disregarded. (g) Seller makes no representations or warranties regarding the Indemnified Party's rights of recovery to the extent amount or availability 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 thereofnet operating loss, including reasonable access to the books and records capital loss, tax credit carryover or other Tax asset or liability of the CompanyAcquired Companies in any taxable period (or portion 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 The indemnification obligations under Sections 8.1(a) and 8.2(a) above shall terminate on the Company second anniversary of the Closing, except that they shall continue thereafter with respect to any claims for indemnification made in writing under said Sections prior to such second anniversary. The remaining indemnification obligations under Sections 8.1 and 8.2 above shall terminate upon the running of the applicable statutes of limitations, except that they shall continue thereafter with respect to any claims for indemnification made in writing prior to the running of the applicable statutes of limitations. (b) If any party to this Agreement becomes aware of or receives notice of any third party claim or the commencement of any third party action or proceeding with respect to which another party (the "Indemnitor") is obligated ---------- to provide indemnification under this Article VIII, the party entitled to indemnification (the "Indemnitee") shall promptly give the Indemnitor notice ---------- thereof. The failure to give such notice promptly shall not be liable a condition precedent to any liability of the Indemnitor under the provisions for indemnification contained in this Agreement, unless (and only to the Buyer Indemnitees extent that) failure to give such notice promptly materially prejudices the rights of the Indemnitor with respect to such claims, actions, or proceedings. The Indemnitor may compromise or defend, at the Indemnitor's own expense, and by the Indemnitor's own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, -------- ------- that no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee's consent (which shall in any event not be unreasonably withheld or delayed); and further provided that an Indemnitor may not undertake ------- -------- the defense of any such third party claim unless (i) the claim is solely for monetary damages, and (ii) the Indemnitor confirms in writing to the Indemnitee (and to such third party), prior to undertaking such defense or prior to making such compromise or settlement, that the matter concerning indemnification is indemnifiable by the Indemnitor. If the Indemnitor elects not to compromise or defend such matter or if the Indemnitor may not undertake the defense of such third party claim, then the Indemnitee, at the Indemnitor's expense and by the Indemnitee's own counsel, may defend such matter, but regardless of whether or not the Indemnitor elects to assume the defense of any such matter the Indemnitee may not compromise the defense thereof without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. In any event, the Indemnitee, the Indemnitor and the Indemnitor's counsel (and, if applicable, the Indemnitee's counsel) shall cooperate in the compromise of, or the defense against, any such asserted liability. If the Indemnitor chooses to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records, or other documents within its control that are reasonably necessary or appropriate for such defense. The foregoing indemnity procedures shall not be read as a limitation on either party's right to seek indemnification under this Article VIII for matters other than third party initiated claims or demands. (c) No Buyer Indemnitee pursuant to Section 8.02(a) 8.1 above shall be entitled to any recovery for any Buyer Losses suffered by such Buyer Indemnitee as a result of a breach of a representation and warranty hereunder by Sellers, unless and until the aggregate amount of all Buyer Losses in respect suffered by all Buyer Indemnitees as a result of indemnification under Section 8.02(a), together with Losses in respect all breaches of indemnification under Article VI, representations and warranties hereunder exceeds a cumulative aggregate total of $25,000 (the “Deductible”)50,000, in which event Seller shall the Buyer Losses may be required to pay or be liable for all such Losses in excess of the Deductibleclaimed from first dollar. The aggregate amount total liability of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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) Sellers under this Article VIII, insofar as such liability is based upon, arising out of, with respect to or by reason of any inaccuracy in or upon a breach of any of the Fundamental Representations, together with Losses representations and warranties contained in respect of indemnification under Article VISection 4.12 (Inventories), shall not exceed the Purchase Price. fifty thousand dollars (b) $50,000), and Buyer shall not be liable have no claim for indemnification with respect to any breach of the representations and warranties contained in said Section 4.12 to the Seller Indemnitees for indemnification under Section 8.03(a) until extent that the aggregate amount of all Losses matter upon which such claim is based was reflected in respect of indemnification under Section 8.03(a) exceeds an adjustment to the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable Inventory Value pursuant to Section 8.03(a3.1(c) shall not exceed above. Absent a showing of fraud by a party, and assuming the Cap. (c) Notwithstanding the foregoingClosing has occurred, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason indemnification obligation of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of a party under this Article VIII, VIII shall be the sole remedy of any inaccuracy in or other party against such party for monetary damages for breach of any representation or warranty or covenant contained in this Agreement. Nothing herein shall be determined without regard limit a party's right to any materiality, Material Adverse Effect seek injunctive or other similar qualification contained equitable relief in or otherwise applicable to such representation or warrantyconnection with the enforcement of this Agreement. (ed) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII Notwithstanding anything in respect of any claim will be net of any insurance proceeds or other recovery realized by and paid this Agreement 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 compensatedcontrary, 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 neither Sellers nor Buyer shall be subrogated entitled to the Indemnified Party's rights seek, claim, or collect punitive damages. Accordingly, Sellers and Buyer hereby expressly waive any right to seek, claim, or collect any punitive damages in connection with, or related to, a breach or violation of recovery to the extent of this or any Losses satisfied by the Indemnifying Party hereunderother agreement entered into between Sellers and Buyer. 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) 9.3.1 Seller and the Company shall not be liable required to indemnify Buyer Indemnitees with respect to any claim for indemnification pursuant to Section 9.1.1 (excluding any such claim with respect to a breach of any Seller Fundamental Representation with respect to which the limits set forth in clauses (i) and (ii) shall not apply): (i) for any Loss (or Losses relating to the Buyer Indemnitees for indemnification under Section 8.02(asame facts and circumstances) if the amount of such Loss is less than $100,000 (a “De Minimis Loss”); (ii) unless and until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, (excluding any De Minimis Loss) exceeds $25,000 (the “Deductible”)Deductible Amount, in which event case Seller shall only be required to pay or be liable responsible for all the amount of such Losses in excess of the DeductibleDeductible Amount; provided that the aggregate liability of Seller to Buyer Indemnitees under Section 9.1.1 (excluding liability with respect to any breach of any Seller Fundamental Representation) shall in no event exceed the Warranty Cap. The aggregate amount liability of all Losses for which Seller and/or the Company to Buyer Indemnitees under Section 9.1 shall be liable pursuant to Section 8.02(a) shall not exceed 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 no event exceed the Purchase PriceCap. (b) 9.3.2 Buyer shall not be liable required to the indemnify Seller Indemnitees with respect to any claim for indemnification under pursuant to Section 8.03(a9.2.1 (excluding any such claim with respect to a breach of any Buyer Fundamental Representation with respect to which the limits set forth in clauses (i) and (ii) shall not apply): (i) for any De Minimis Loss; and (ii) unless and until the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a(excluding any De Minimis Loss) exceeds the DeductibleDeductible Amount, in which event case Buyer shall only be required to pay or be liable responsible for all the amount of such Losses in excess of the DeductibleDeductible Amount; provided that the aggregate liability of Buyer to Seller under Section 9.2.1 (excluding liability with respect to any Buyer Fundamental Representation) shall in no event exceed the Warranty Cap. The aggregate amount liability of all Losses for which Buyer to Seller Indemnitees under Section 9.2 shall be liable pursuant to Section 8.03(a) shall not in no event exceed the Cap. 9.3.3 Buyer shall not be entitled to indemnification for those portions of any Losses: (ci) Notwithstanding other than in connection with Section 9.1.3, reserved or accrued on the foregoing, the limitations set forth financial statements or master book referred to in Section 8.04(a3.7 in a manner that permits reasonable determination as to the portion of such Loss reserved or accrued; (ii) that have arisen as a result of any act or omission by Buyer or any of its Affiliates or Representatives on or after the Closing Date (including resulting from any change in their respective accounting principles, practices or methodologies and Section 8.04(b) any Losses arising from any breach of its obligations under this Agreement), provided that the foregoing shall not apply preclude indemnification under Section 9.1.3 except to Losses based upon, arising out of, with respect to or by reason the extent that any Covered Taxes that would otherwise have been indemnifiable thereunder result from an action of Buyer that caused Taxes (other than Taxes described in clause (viii) of the frauddefinition of Covered Taxes) that otherwise would have been in respect of a tax period beginning after the Closing Date (or the portion of the Straddle Period beginning after the Closing Date) to be a Covered Tax (except if such action, willful breach in Buyers’ reasonable discretion, was required by applicable Law); or intentional misrepresentation (iii) that were taken into account (a) in respect of SellerTaxes, in the Company calculation of Quasi-Indebtedness or Buyer, as applicable. (d) For Working Capital for purposes of this Article VIII, any inaccuracy in or determining the Final Purchase Price (except to the extent resulting from a breach of any representation Section 5.1.1(e)) 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. (eb) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of any claim will be net of other amount, in any insurance proceeds or other recovery realized by and paid adjustment to the Indemnified Party in respect Final Purchase Price pursuant to Section 2.4. For the avoidance of such claim. Each doubt, no 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 be compensated more than once 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 same 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 Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject 2 hereof to the following limitations: contrary: (a) Seller and the Company 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), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), 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 Guarantied Obligation is being disputed in excess of good faith by the Deductible. The aggregate amount of all Losses for which Seller and/or Person required to perform such Guarantied Obligation; (c) the Company shall be liable pursuant Guarantor’s liability hereunder with respect to Section 8.02(a) any Guarantied Obligation shall not exceed Two Hundred Fifty Thousand Dollars the liability of the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or inaction of the Managing Member or Partnership Representative or any breach or noncompliance by the Managing Member or Partnership Representative 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 Partnership Representative, as applicable; (e) other than (i) with respect to the representations and warranties in Section 3.27 of the ECCA that are made on the Funding Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect arising after the Execution Date and (ii) with respect to the representations and warranties in Section 3.27 of the ECCA that are made on the Execution Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect of which the Class B Member or any of its Affiliates (provided, that solely for purposes of this clause (ii), the term “Affiliate” shall not include clause (i) of the first proviso of the definition thereof to the extent that any entity excluded from the definition of Affiliates in such clause (i) directly or indirectly controls the Class B Member, the Project Company or the Company) had knowledge on the Execution Date, the Guarantor’s aggregate liability hereunder shall not exceed $250,000199,742,872.60 plus all Additional Capital Contributions (as defined in the LLC Agreement) made by the Class A Members less all amounts which have been paid by or on behalf of the Class B Member or the Class B Member (as defined in the LLC Agreement) pursuant to Article 6 of the ECCA or Section 5.04 or Article 11 of the LLC Agreement or by the Indemnitor under the Indemnity Agreement less all Additional Capital Contributions made by the Class B Members (as defined in the LLC Agreement) (the “CapAggregate Liability Amount”); provided however provided, 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 liability of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, Guarantor 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable calculated pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) 6(f); and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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.6

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and No Buyer Losses shall be asserted by the Company shall not be liable Buyer with respect to any matter which is covered by insurance, to the extent proceeds of such insurance are received (net of any additional costs incurred by reason of such recovery) by the Buyer. The Buyer shall, and shall cause other Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of to, use its best efforts to recover all Losses insurance recoverable in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Pricea particular Buyer Loss. (b) Buyer shall not No claim may be liable to made against 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) 8.1 hereto with respect to any individual item of Buyer Losses, and Buyer Losses shall not exceed include any individual item, unless such item exceeds $1,000 (the Cap"De Minimis Exclusion"). (c) Notwithstanding The Seller shall be obligated to indemnify the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Buyer Indemnitees for Buyer Losses based upon, arising out of, with respect to any matters under Section 8.1(a) of this Agreement when, and only when, the aggregate of all such Buyer Losses with respect to all matters exceeds $75,000, and then the Seller shall be liable for such Buyer Losses only to the extent that they exceed such amount (the "Threshold"). The Seller's obligation to indemnify the Buyer Indemnitees for Buyer Losses with respect to all matters shall be limited to an amount, or by reason amounts in the aggregate, equal to forty percent (40%) of the fraud, willful breach or intentional misrepresentation of Seller, Purchase Price (the Company or Buyer, as applicable"Cap"). (d) For purposes of this Article VIIINotwithstanding the foregoing, any inaccuracy in neither Section 8.5(b) or (c) above shall apply to, and the Seller shall indemnify Buyer Indemnitees for all Buyer Losses with respect to, indemnification claims for a breach of any representation or warranty shall be determined without regard the representations and warranties contained in Section 3.3 (Title) and in Section 3.13 (Taxes), it being further understood that all Buyer Losses with respect to any materialitysuch breach shall not be applied against, Material Adverse Effect or other similar qualification contained in or otherwise applicable used to such representation or warrantyreduce, the Threshold. (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of Notwithstanding 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 proceedsprovision hereof, in each case up no event shall the Seller be liable for or obligated 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 indemnify any Buyer Indemnitee (i) to the extent such Buyer Losses relate to actions taken by such Buyer Indemnitee or any of its affiliates, or (ii) from and against any Losses satisfied consequential, indirect or special damages, including, without limitation, lost profits, business interruption and loss of business opportunities or goodwill (other than any such consequential, indirect or special damages resulting from claims from customers, vendors or employees of the Business, which claims would be subject to the provisions of Sections 8.5(b) and (c) above). This exclusion of consequential, indirect or special damages shall apply whether an action for recovery of damages is sought based on contract, tort (including sole, concurrent or other negligence or strict liability), statute or otherwise. To the extent permitted by law, any statutory remedies which are inconsistent with this Section 8.5(a) are hereby waived 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 CompanyBuyer.

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 and the Company contrary set forth in this Agreement, Sovereign shall not be liable to the Buyer Indemnitees Purchaser Indemnified Parties for indemnification under Section 8.02(a) until the aggregate amount of all Losses this Article XV in respect of indemnification under any breach of the representations and warranties made by it in Section 8.02(a), together with Losses 6.1 above (and recourse may be had against Sovereign in respect of any such breach) only if and to the extent that Sovereign has recourse against Fleet pursuant to a claim for indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess XIV of the DeductibleFleet/Sovereign P&A Agreement. The aggregate amount of all Losses Any such claim which Purchaser may have against Sovereign for which Seller and/or the Company shall be liable pursuant Sovereign has a claim for indemnification against Fleet is hereinafter referred to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars as a "Purchaser Pass-Through Claim." ($250,000) (the “Cap”); provided however Purchaser acknowledges that the aggregate amount of any claim which Sovereign may assert against Fleet under such Article XIV is subject to 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 Representationslimitations on Fleet's liability set forth in such Article, together with Losses in respect of indemnification under Article VIincluding, 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoingwithout limitation, the limitations set forth in Section 8.04(a14.6 thereof.) If requested to do so by Purchaser, Sovereign shall, at Sovereign's option: (a) assert in Purchaser's name and Section 8.04(bon Purchaser's behalf any Purchaser Pass-Through Claim against Fleet at Purchaser's sole cost and expense, provided that: (i) shall not apply that such Claim is BONA FIDE, and (ii) Purchaser delivers to Losses based upon, arising out of, with respect Sovereign in writing its undertaking to or by reason defend and indemnify Sovereign against and to hold Sovereign harmless from any claims and liabilities which may be asserted against Sovereign as a consequence of Sovereign's assertion of the fraudPurchaser Pass-Through Claim against Fleet, willful breach such undertaking to be reasonably satisfactory to Sovereign in form and substance, or intentional misrepresentation (b) assign such Claim to Purchaser, provided that the consent of Sellerany third Person to such assignment is not required or, the Company or Buyerif required, as applicable. (d) For is obtained. All claims for indemnification which Sovereign may have against Fleet shall be aggregated with all Purchaser Pass-Through Claims for purposes of this Article VIII, applying the limitations set forth in Section 14.6 of the Fleet/Sovereign P&A Agreement and any inaccuracy in or breach of any representation or warranty recovery shall be determined without regard shared by Sovereign and Purchaser in proportion to their respective claims, provided that Sovereign and Purchaser shall each be entitled to be reimbursed in full for the expenses incurred by it in securing any 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 recovery before any claim will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party in respect allocation of such claimrecovery is made between them. 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 For example, if Sovereign has a recovery with respect to Losses claim for which such Indemnified Party has been previously compensated, such Indemnified Party shall remit indemnification against Fleet in the amount of such proceeds, $12 million and Purchaser has a Purchaser Pass-Through Claim in each case up to the amount previously paid by of $6 million (such that the applicable Indemnifying Party with respect to such Lossaggregate amount of the claims against Fleet is $18 million), to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights of and if Sovereign secures a 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 from Fleet in the exercise thereofamount of $3 million and Sovereign and Purchaser collectively incur expenses of $600,000 in securing such recovery, including reasonable access Purchaser would be entitled to the books receive $800,000 of such recovery [($3 million, less $600,000) x 6/18]. Purchaser agrees to cooperate fully with Sovereign in pursuing any such claim against Fleet and records of the Companyto take all such actions in connection therewith as Sovereign may from time to time reasonably request.

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 25,000.00 (the “DeductibleBasket”), in which event Seller shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. The aggregate amount of all Losses for which Seller and/or the Company Indemnitees shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) the Escrow Share Amount held in Escrow at that such time (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 DeductibleBasket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst 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, upon claims arising out of, with respect to or by reason of the fraud, criminal activity or willful breach 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 intentional misrepresentation have knowledge of such fraud prior to the date hereof, solely up to the Consideration Shares actually received by the Seller, the Company or Buyer, as applicable. (de) 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) The obligations of the 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable Purchaser Indemnity Claims pursuant to Section 8.02(a) (other than Purchaser Indemnity Claims in respect of a breach of any Fundamental Representations or Tax Representations or that arise from intentional fraud by the Seller, which shall not exceed Two Hundred Fifty Thousand Dollars ($250,000be subject to the limitations set forth in this Section 8.05(a)) (“Covered Purchaser Indemnity Claims”) shall become operative and effective only if and to the “Cap”); provided however extent that the aggregate amount of all Losses for which Seller and/or incurred by the Company applicable Indemnitees arising from Covered Purchaser Indemnity Claims exceeds $750,000 (the “Basket Amount”). Covered Purchaser Indemnity Claims 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) accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which time the Seller shall be obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount. (b) The obligations of the Purchaser in respect of indemnification under Seller Indemnity Claims pursuant to Section 8.03(a) exceeds (other than Seller Indemnity Claims in respect of a breach of any Fundamental Representations or that arise from intentional fraud by the DeductiblePurchaser, which shall not be subject to the limitations set forth in which event Buyer this Section 8.05(b)) (“Covered Seller Indemnity Claims”) shall be required become operative and effective only if and to pay or be liable for all such Losses in excess of the Deductible. The extent that the aggregate amount of all Losses for incurred by the applicable Indemnitees arising from Covered Seller Indemnity Claims exceeds the Basket Amount. Covered Seller Indemnity Claims shall accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which Buyer time the Purchaser shall be liable obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount. (i) The maximum obligation of the Seller to provide indemnification in respect of Covered Purchaser Indemnity Claims shall not exceed $7,500,000 (the “Cap Amount”) and (ii) the maximum obligation of the Seller to provide indemnification in respect of Purchaser Indemnity Claims pursuant to Section 8.02(a) and Section 8.02(b) shall not exceed $75,000,000; provided, however, that the limitations in this clause (ii) shall not apply to any Purchaser Indemnity Claim pursuant to Section 8.02(b) with respect to the Seller’s obligations and agreements in Section 1.05. (d) (i) The maximum obligation of the Purchaser to provide indemnification in respect of Covered Seller Indemnity Claims shall not exceed the Cap Amount and (ii) the maximum obligation of the Purchaser to provide indemnification in respect of Seller Indemnity Claims pursuant to Section 8.03(a) and Section 8.03(b) shall not exceed $75,000,000; provided, however, that the limitations in this clause (ii) shall not apply to any Seller Indemnity Claim pursuant to Section 8.03(b) with respect to the Purchaser’s obligations and agreements in Section 1.05 . (e) The obligations of the Seller in respect of Purchaser Indemnity Claims pursuant to Section 8.02(a) shall become operative and effective only if and to the extent that the amount of Loss incurred by the applicable Indemnitees related to each individual Purchaser Indemnity Claim pursuant to Section 8.02(a) or series of aggregated Purchaser Indemnity Claims pursuant to Section 8.02(a) arising out of the same or similar facts, events or circumstances exceeds $50,000 (the “De Minimis Threshold”), and any such Losses below the De Minimis Threshold shall not be counted toward the Basket Amount. (f) The obligations of the Purchaser in respect of Seller Indemnity Claims pursuant to Section 8.03(a) shall become operative and effective only if and to the extent that the amount of Loss incurred by the applicable Indemnitees related to each individual Seller Indemnity Claim pursuant to Section 8.03(a) or series of aggregated Seller Indemnity Claims pursuant to Section 8.03(a) arising out of the same or similar facts, events or circumstances exceeds the De Minimis Threshold, and any such Losses below the De Minimis Threshold shall not exceed be counted toward the CapBasket Amount. (cg) Notwithstanding Each of the foregoing, parties hereby acknowledges and agrees that the limitations set forth provided for in Section 8.04(aparagraphs (a) and Section 8.04(b(b) shall above apply only to Covered Purchaser Indemnity Claims or Covered Seller Indemnity Claims (as the case may be), and do not apply to Losses based upon, arising out of, with respect any other rights to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of indemnification provided for in this Article VIII, any inaccuracy in including rights to indemnification against Retained Liabilities 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 warrantyAssumed Liabilities (as the case may be). (eh) Any payment made Losses for which any Indemnitee would be entitled to indemnification under this Article VIII shall be reduced by an Indemnifying Party (i) any cash payments, setoffs or recoupment of any payments in each case receivable, realizable or retainable by such Indemnitee (including any amounts recovered or recoverable by the Indemnitee under insurance policies, including the Title Policies) or (ii) any Tax Benefit actually realized in the taxable year of such Loss or a prior taxable year, in each case as a result of any event giving rise to an Indemnified Party pursuant Indemnity Claim. Each Indemnitee shall as promptly as practicable pay over to Article VIII the Indemnitor any amounts actually recovered (after deducting therefrom the full amount of the expenses incurred by it in respect procuring such recovery), but not in excess of the sum of any claim will be net amount previously so paid by the Indemnitor to or on behalf of any insurance proceeds or other recovery realized by and paid to the Indemnified Party Indemnitee in respect of such claim. Each Indemnified Party Loss. (i) The obligations of the Seller in respect of Purchaser Indemnity Claims shall use commercially reasonable efforts not become operative and effective to pursue recovery under all insurance policies and the extent arising from (A) the conduct by the Purchaser or any of its Affiliates, employees, representatives or agents of any invasive or destructive sampling or assessment of any soil or groundwater at any of the Real Property unless such sampling or assessment (1) is required to be undertaken pursuant to any applicable Environmental Law or Order, (2) arises in the ordinary course of business out of repairs, modifications, maintenance activities, construction or 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 proceedscapital projects, in each case up relating to the amount previously paid Assets or Transferred Business and conducted consistent with industry practices, or (3) arises in response to a requirement of a Governmental Authority or a financing source of the Purchaser or its Affiliates; (B) any material change made by the applicable Indemnifying Party Purchaser in the scope of use of any Real Property (including the change resulting from the decommissioning, closure or shutdown of the Terminal) such that the Real Property is no longer used for similar industrial purposes; or (C) any conduct by the Purchaser or any of its Affiliates, employees, representatives or agents not consistent with respect to such Loss, to that of a reasonable and prudent business person who owns the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to Real Property (without consideration of the Indemnified Party's rights of recovery to the extent benefit of any Losses satisfied indemnification provided 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 CompanySeller).

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 and the Company 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(a), together with Losses in respect of indemnification under Article VI, 9.02(a) exceeds $25,000 175,000.00 (the “DeductibleBasket”), in which event Seller shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) 2,500,000.00 (the “Cap”); provided however that the . The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a9.02(c) 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 PricePrice 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 DeductibleBasket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst 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 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, arising out of, with respect to or by reason of any inaccuracy in or breach of the fraudFundamental Representations and Warranties; provided, willful breach or intentional misrepresentation however, Seller’s aggregate liability for all indemnifiable Losses (except in the case of Sellerfraud on the part of Seller in the making of the representations and warranties set forth in this Agreement) shall not exceed an amount equal to the Purchase Price. For the avoidance of doubt, the Company or Buyer, as applicablelimitations set forth in this Section 9.04 shall not apply to fraud on the part of Seller in the making of the representations and warranties set forth in this Agreement. (d) For purposes of calculating the amount of any Loss pursuant to this Article VIIIARTICLE 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. (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 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 and the Company 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), together with Losses in respect of indemnification under Article VI, exceeds $25,000 175,000 (the “DeductibleBasket”), in which event Seller the Stockholders shall be required to pay or be liable for all the full amount of such Losses in excess Losses. (b) Except for claims arising out of fraud, willful breach or breach of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that Fundamental Representations, the aggregate amount of all Losses for which Seller and/or all Stockholders in the Company aggregate shall be liable pursuant to this Section 8.02(a) based upon, 9 shall not exceed the Escrow Amount and the recourse of the Alarm Indemnified Parties shall be solely to the Escrow Amount. With respect to claims arising out ofof fraud, with respect to or by reason of any inaccuracy in willful breach or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed (i) 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. 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 the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason aggregate amount of the fraudMerger Consideration actually received by the Stockholders, willful breach or intentional misrepresentation (ii) the indemnification obligation of Sellereach Stockholder shall in no event exceed the amount of the Merger Consideration actually received by such Stockholder, and (iii) in no event shall any Stockholder be liable for any indemnification obligations of any other Stockholder. Further, notwithstanding anything to the Company or Buyer, as applicable. (d) For purposes contrary in this Agreement in the case of this Article VIII, any inaccuracy in or a 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 or otherwise 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 such representation or warrantysatisfy the outstanding indemnification claims, all claims for indemnification by the Alarm Indemnified Parties shall first be made against the Escrow Amount. (e) Any payment made by an Indemnifying Party Notwithstanding anything herein to an Indemnified Party the contrary, no party shall be entitled to indemnification pursuant to this Article VIII in respect of IX for 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 such party has been indemnified or reimbursed for such Losses under any other provision 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, this Agreement including reasonable access to the books and records of the CompanySection 2.3 hereof.

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 The indemnification obligations of Sellers 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a6.1(b) shall not exceed Two Hundred Fifty Thousand Dollars (apply to the first $250,000) (1,000,000, in the “Cap”); provided however aggregate, of Losses referred to therein, except to the extent that the aggregate amount such Losses may be incurred by virtue 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 result from fraud or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Priceintentional misrepresentation. (b) Buyer shall not be liable to the Seller Indemnitees for The indemnification obligations of Sellers under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(aSections 6.1(b) shall not exceed $10,000,000 in the Capaggregate, and the indemnification obligations of each Seller under this Article VI shall not exceed the aggregate Purchase Price received by such Seller for his, her or its Shares; provided however, that the foregoing limitations shall not apply to any Losses resulting from a breach of the representations and warranties contained in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) or Section 2.7(a) (Ownership and Condition of Assets) or that that may be incurred by virtue of or result from fraud or intentional misrepresentation. (c) Notwithstanding All representations and warranties of Sellers contained in this Agreement shall survive the foregoingClosing for a period of eighteen (18) months (the "Claims Period"): except that (A) the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets) shall survive the Closing indefinitely and (B) the representations and warranties in Section 2.18 (Environmental Matters) and Section 2.15 (Taxes) shall survive the Closing for a period of six (6) years from the date Sellers file the last tax return described in Section 5.2(a). Any claim made by Buyer with respect to the representations and warranties of Sellers contained in this Agreement must be initiated by Buyer during the Claims Period, except that any claim with respect to the representations and warranties in Section 2.18 (Environmental Matters) or in Section 2.15 (Taxes) must be initiated within six (6) years following the filing by Sellers of the last tax return required to be filed pursuant to Section 5.2(a) of this Agreement and there shall be no time limit on when claims may be initiated with respect to the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets). All of the representations and warranties of Sellers contained in this Agreement shall in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer or its representatives or any notice pursuant to Section 4.16. All covenants and agreements made by Sellers contained in this Agreement (including, without limitation, the limitations obligation of Sellers to convey the Shares to Buyer free and clear of any Lien and the indemnification obligations of Sellers set forth in Section 8.04(a) and Section 8.04(bthis Article VI) shall not apply to Losses based upon, arising out of, with respect to survive the Closing Date until fully performed or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicabledischarged. (d) For purposes of this Article VIII, any inaccuracy in or breach The amount of any representation or warranty Loss subject to indemnification by Sellers hereunder 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 reduced by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of any claim will be net the amount of any insurance proceeds received by Buyer or other recovery realized by and paid to the Indemnified Party Company in respect of such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights Loss (net 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 Companyretrospective premium payment or prospective premium increases).

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 Subject to Section 2.06, Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (i) for any Loss until the amount of such Loss exceeds $1,000 in which event Sellers shall be required to pay or be liable for the entire such Loss, and (ii) 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 $25,000 100,000, in the aggregate (the “DeductibleBaskets”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. Notwithstanding anything to the contrary contained in the foregoing, Sellers shall not be liable to Buyer for any Losses in an aggregate amount in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) $1,500,000 except that such limitation shall not exceed Two Hundred Fifty Thousand Dollars apply to the extent that it is exceeded on account of ($250,000A) actual fraud by Sellers or the Individual Guarantors, (B) the “Cap”); provided however that failure of Sellers to convey to Buyer good title free from Encumbrances as to the aggregate amount LLC Interests other than Permitted Interest Encumbrances, and (C) any matter disclosed on Sections 3.16(a) or 3.16(d) 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 Disclosure Schedule or by reason of any inaccuracy in or breach of the representations set forth in Sections 3.16(a) or 3.16(d) above (it being understood, however, that the maximum aggregate amount for which the Buyer Indemnitees shall be entitled to indemnification from any Seller pursuant to this Article VIII shall in no event exceed the portion of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase PricePrice actually received by such Seller). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the individual amount of any Loss and the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the DeductibleBaskets, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. Notwithstanding anything to the contrary in the foregoing, Buyer shall not be liable to Sellers for any amount in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) $1,500,000 except that such limitation shall not exceed apply to the Capextent that it is exceeded on account of a claim involving actual fraud by Buyer. (c) Notwithstanding Solely for purposes of calculating the foregoing, amount of any Loss resulting from a breach of the limitations representations or warranties set forth in Section 8.04(a) herein, “materiality” and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 qualifications shall be subrogated to disregarded, but such qualifications shall not, for the Indemnified Party's rights avoidance of recovery to the extent doubt, be disregarded for purposes 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 Companydetermining whether a breach has occurred.

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 required to indemnify the Buyer Indemnitees for indemnification under any Losses pursuant to Section 8.02(a) 8.02 until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 50,000 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (the “DeductibleBasket”), in which event Seller it being understood that if the Basket is exceeded, Buyer shall be required entitled to pay or be liable for all such Losses in excess of claim the Deductible. full amount (including the Basket) (tipping basket). (b) The aggregate amount of all Losses for which the Seller and/or the Company shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) the Purchase Price (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. (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) 8.03 shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. of: (di) For purposes of this Article VIII, any inaccuracy in or breach of any representation Fundamental Representation; (ii) any breach or warranty shall be determined without regard nonfulfillment of any post-Closing covenant (including, for the avoidance of doubt, those set forth in the Exhibits to any materiality, Material Adverse Effect this Business Transfer Agreement); or other similar qualification contained in or otherwise (iv) Fraud committed by the applicable to such representation or warrantyParty. (e) Any payment made by an Indemnifying Nothing set forth under this ARTICLE 8 shall be construed to contractually eliminate any duty that any Indemnified Party may have under common law to mitigate such party’s Losses. (f) Neither Seller nor Buyer shall have liability for Losses to the extent that any insurance proceeds have actually been received to reimburse an Indemnified Party pursuant to Article VIII in respect of any claim will be net of any insurance proceeds or other recovery realized by for such Loss. Buyer and paid to the Indemnified Party in respect of such claim. Each Indemnified Party Seller shall fully cooperate and use commercially reasonable efforts to file and pursue recovery under all claims for any reasonably available insurance policies and other rights of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses coverage amount 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 reimbursement of any Losses satisfied sustained 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 Companyeither Party.

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 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), together with Losses in respect of indemnification under Article VI, ) exceeds $25,000 200,000 (the “Deductible”"Basket"), in which event Seller Sellers shall be required to pay or be liable for all such Losses in excess from the first dollar; provided that the Basket shall not apply to Losses related to (i) any inaccuracy or breach of the Deductiblerepresentations and warranties contained in Section 3.01, Section 3.02, Section 3.11, or Section 3.22 or (ii) the fraudulent or willful breach of any representation or warranty of Sellers or the Company. The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a) or Section 8.02(c) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (20% of the “Cap”)Purchase Price; provided however that provided, however, in the case of Losses due to an inaccuracy in or breach of the representations and warranties contained in Section 3.01, Section 3.02 or Section 3.22 or due to the fraudulent or willful breach of any representation or warranty given by the Company or Sellers, Sellers shall be liable for such Losses up to 100% of the Purchase Price. The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a8.02(b) based uponshall not exceed 100% of the Purchase Price. The aggregate amount of Losses for which Sellers shall be liable pursuant to Section 8.02(d) shall not exceed $15,000,000. Notwithstanding the foregoing, arising out of, with respect there shall be no limit on the liability of a Seller who commits (or causes the Company to commit) or by reason has knowledge of any inaccuracy in fraudulent or willful breach of any representation or warranty. The parties agree that no individual Seller shall be required to indemnify Buyer Indemnitees in excess of his or her proportionate ownership of the Fundamental Representations, together with Losses in respect Shares (as of indemnification under Article VI, shall not exceed the Purchase PriceClosing). (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 DeductibleBasket, in which event Buyer shall be required to pay or be liable for all such Losses in excess from the first dollar; provided that the Basket shall not apply to Losses related to (i) any inaccuracy or breach of the Deductiblerepresentations and warranties contained in Section 4.01 or (ii) the fraudulent or willful breach of any representation or warranty of Buyer. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) 8.03 shall not exceed 100% of the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, Purchase Price with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any Losses due to an inaccuracy in or breach of the representations and warranties contained in Section 4.01 or due to the fraudulent or willful breach of any representation or warranty given by Buyers; provided, however, there shall be determined without regard to no limit on the liability of Buyer if Buyer commits or has knowledge of any materiality, Material Adverse Effect fraudulent or other similar qualification contained in or otherwise applicable to such willful breach of any representation or warranty. (ec) Any payment made by an Other than for Third Party Claims, in no event shall any Indemnifying Party be liable to an any Indemnified Party pursuant to Party, and in no event shall any claim for indemnification under this Article VIII in respect be made, for incidental, indirect, consequential, special, punitive, exemplary or other such damages by reason of the breach of any claim will be net of any insurance proceeds representation, warranty, covenant, agreement or other recovery realized by and paid to the Indemnified Party in respect of such claim. indemnity contained herein. (d) Each Indemnified Party shall use take, and cause its Affiliates to take, commercially reasonable efforts steps to pursue recovery under all insurance policies and other rights mitigate any Loss upon becoming aware of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses for which such Indemnified Party has been previously compensatedany event or circumstance that would be reasonably expected to, such or does, give rise thereto, provided that the Indemnified Party shall remit not be required to incur any out of pocket costs to remedy the amount of such proceeds, in each case up to the amount previously paid by the applicable Indemnifying Party with respect breach that gives rise to such Loss. (e) With respect to Third Party Claims for infringement of patent rights that occur after Closing, Indemnitees’ obligations for Losses related to the applicable Indemnifying Party. An Indemnifying Party sale of Company Products by the Company or the Buyer shall be subrogated limited to Losses related to the Indemnified Party's sale of product and services by the Company prior to Closing. For the avoidance of doubt where the Company has no knowledge of third party patent rights prior to closing, any Losses or portion of recovery Loss caused by infringement of the third party patent rights as a result of making, using, selling, offering for sale, and/or importing products or service by the Company and/or Buyer after Closing is the sole responsibility of the Buyer. Notwithstanding anything to the extent contrary contained in this Section 8.04(e), nothing in Section 8.04(e) shall limit or otherwise diminish Sellers obligation to pay all costs and expenses required to litigate or otherwise resolve a claim regarding infringement 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 patent rights and assist in the exercise thereofwhether occurring prior or after closing, including but not limited to reasonable access to the books and records of the Companyattorneys’ fees.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (i) Notwithstanding anything to the following limitationscontrary contained in this Agreement: (aA) the Seller and the Company shall will not be liable to the Buyer Indemnitees have any liability for indemnification under pursuant to Section 8.02(a11.1(a)(i) or Section 11.1(a)(ii) (other than for fraud, intentional misrepresentation, the Fundamental Representations, for which the following limitation will not apply) until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, sustained by the Buyer Indemnitees exceeds an amount equal to $25,000 (the “Deductible”)55,000, in which event case the Seller shall be required to pay or will be liable for all such Losses exceeding such amount provided, however, that no Losses may be claimed by any Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (A) other than Losses in excess of $7,500 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (B) the Seller will have no liability for indemnification pursuant to Section 11.1(a)(i) or Section 11.1(a)(ii) (other than for fraud, intentional misrepresentation, the Fundamental Representations, for which the following limitation will not apply) in excess of an amount equal to 30% of the Initial Purchase Price; (C) the Seller will have no liability for indemnification pursuant to Section 11.1(a)(v) in excess of an amount equal to 30% of the Initial Purchase Price; (D) the Seller will have no liability for indemnification pursuant to this Article 11 in excess of the Deductible. The aggregate Purchase Price actually received by the Seller, except in the case of fraud or intentional misrepresentation; (E) the Seller shall not be obligated to indemnify any Indemnified Party with respect to any Loss to the extent that a specific | accrual or reserve for the amount of all such Loss was reflected on the Interim Financial Statements, the Financial Statements or the notes thereto; (F) no Buyer Indemnitee shall be entitled to indemnification for Losses with respect to (i) Taxes that arise from any breach of a covenant or agreement made or to be performed by the Buyer or its Affiliates (including, from and after the Closing, the Group Companies) pursuant to this Agreement, (ii) Taxes that arise from any action taken by the Buyer or its subsidiaries (including, from and after the Closing, the Group Companies) on the Closing Date following the Closing outside the ordinary course of business, (iii) the amount of any net operating loss, Tax basis, Tax credit or other Tax attribute (or the loss, unavailability or reduction thereof), except to the extent resulting directly in additional cash Tax liability of the Group Companies for a Pre-Closing Tax Period or any Pre-Closing Straddle Period that otherwise would not have been imposed, (iv) any Transfer Taxes that are the responsibility of the Buyer under Section 10.2 or (v) any Taxes to the extent taken into account as a liability in Final Working Capital, Final Indebtedness or Final Selling Expenses. (ii) The amount of Losses for which Seller and/or the Company a Buyer Indemnitee claims indemnification under this Agreement shall be liable pursuant reduced to Section 8.02(atake account of any net Tax benefits actually realised by any Buyer Indemnitee with respect to such Losses. For the purposes of this Agreement, a Buyer Indemnitee shall be deemed to have “actually realized” a net Tax benefit to the extent, and at such time as, the amount of Taxes required to be paid by the Buyer Indemnitee is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Losses, in each case: (i) shall not exceed Two Hundred Fifty Thousand Dollars during the immediately succeeding year in which the relevant Losses occurred; and ($250,000ii) (the “Cap”); provided however calculated so that the aggregate items related to the Indemnifying Party’s indemnification obligations are the last to be recognized. The amount of any reduction hereunder shall be adjusted to reflect any final determination with respect to the Buyer Indemnitee’s liability for Taxes, consistent with the foregoing. (iii) The amount of any and all Losses under this Article 11 shall be determined net of any insurance, indemnity, reimbursement arrangement, contract or other recovery actually received by the Indemnified Party or its Affiliates (net of costs for recovery) in connection with the facts giving rise to the right of indemnification. In the event that any insurance or other recovery is made by an Indemnified Party or its Affiliates with respect to any 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 compensatedindemnified hereunder, such Indemnified Party shall remit then a refund equal to the net aggregate amount of such proceeds, in each case up the recovery shall be made promptly 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 CompanyParties.

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 have no further obligations under this Article XVI for breaches of representations and the Company shall not be liable to the Buyer Indemnitees warranties of Vendor, except 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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, Damages with respect to or by reason which the 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 breaches of any inaccuracy in or breach of any representations and warranties of the Fundamental RepresentationsPurchaser, together except for Damages with Losses respect to which Vendor Indemnitee has given the Purchaser written notice prior to such date in respect of indemnification under Article VI, shall not exceed the Purchase Priceaccordance with Section 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 Deductibleindemnity obligations of Vendor shall exceed Vendor Indemnification Threshold, in which event Buyer Vendor shall be required to pay or be liable for thereafter indemnify any of the Purchaser Indemnitees from all such Losses and against all Damage in excess of the Deductible. The aggregate amount 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 to the foregoingcontrary herein, in the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to absence of fraud or by reason of the fraud, willful breach of this Preliminary Agreement (for which there shall be no limitation), in no event shall the maximum aggregate liability of Vendor in respect of any claims by the Purchaser Indemnitees against Vendor pursuant to Section Section 16.1 for Damages suffered or intentional misrepresentation incurred by any Purchaser Indemnitee in respect of Seller, any Development Company exceed the Company or Buyer, as applicablemaximum amount of E80,000,000. (d) For purposes of this Article VIIINotwithstanding anything to the contrary contained herein, 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 claim for indemnity made by an Indemnifying Party any Buyer Indemnitee relating 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 Taxes is subject 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.condition that: (i)

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 The Parent Indemnitees shall not be liable entitled to the Buyer Indemnitees for indemnification under recover any Losses pursuant to 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 $25,000 150,000 (the “Deductible”), in which event Seller case the Parent Indemnitees shall be required entitled to pay or recover for all Losses arising under Section 8.02(a). The aggregate amount of all Losses under Section 8.02(a) for which the Company Equityholders shall be liable for all such Losses in excess shall not exceed ten percent (10%) of the Deductible. Merger Consideration actually received by the Company Equityholders (the “Cap”). (b) The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) shall not exceed the Capamount of the Merger Consideration actually paid to the Company Equityholders pursuant to the terms of this Agreement. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraudany inaccuracy in or breach of any Company Fundamental Representation or Parent Fundamental Representation, willful breach nor shall they apply to cases of fraud or intentional misrepresentation of Seller, the Company or Buyer, as applicablemisconduct. (d) Notwithstanding anything to the contrary herein, other than in the case of fraud or intentional misconduct of the applicable Company Equityholder, in no event shall any Company Equityholder be liable for indemnification obligations that, individually or in the aggregate, exceed the amount of the Merger Consideration actually paid to such Company Equityholder pursuant to the terms of this Agreement. (e) Notwithstanding anything else contained herein, no Stockholder Indemnitee nor any Parent Indemnitee shall be permitted to recover speculative damages or damages that are not reasonably foreseeable. (f) For purposes of Article VI and this Article VIII, 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 (i) Notwithstanding anything to the following limitations: contrary contained in this Agreement (aA) in no event shall 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 (the “Deductible”), in which event Seller shall be required to pay the Seller Termination Fee on more than one occasion, and (B) in the event that a No Vote Fee has already been paid under Section 8.3(a)(iv) or the Buyer Expenses have already been paid under Section 8.3(a)(v), Seller shall be liable for all such Losses in excess entitled to credit the amount of the Deductible. The aggregate Buyer Expenses or No Vote Fee actually paid against the amount of all Losses for the Seller Termination Fee it is required to pay under Section 8.3(a)(i), if any. (ii) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 11.8 (which shall not be limited by this Section 8.3(b)(ii)) and Section 8.4 and other than as set forth in Article IX and Article X), Buyer’s right to receive payment from Seller and/or of the Company shall be liable Seller Termination Fee and the No Vote Fee and the Buyer Expenses pursuant to Section 8.02(a8.3(a) shall not exceed Two Hundred Fifty Thousand Dollars constitute the sole and exclusive remedy of Buyer against Seller and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees ($250,000) (collectively, the “CapSeller Related Parties”); provided however that the aggregate amount of ) for all Losses for which suffered as a result of the failure of the Second Tranche Acquisition to be consummated, and upon payment of such amount, none of the Seller and/or Related Parties shall have any further liability or obligation relating to or arising out of the Company Second Tranche Acquisition (except that, to the extent any failure to consummate the Second Tranche Acquisition resulted, directly or indirectly, from an Intentional Breach of this Agreement by Seller or HNR or such Intentional Breach by Seller or HNR shall cause the Final Closing not to occur, Buyer shall be liable entitled to both the payment of the Seller Termination Fee or the Buyer Expenses (to the extent owed pursuant to Section 8.02(a8.3(a)) based uponand to any Losses, 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 Deductibleextent proven, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Intentional Breach (as reduced by any Seller Termination Fee or Buyer Expenses 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 CompanySeller).

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, or recovery in respect thereof, for breach of any representation or warranty (except representations and warranties contained in Section 5.14) shall be allowed (i) unless the Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses recoverable in respect of indemnification under Section 8.02(a), together with Losses 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 indemnification under Article VI, all such qualifying claims exceeds Twenty Million United States dollars (US $25,000 20,000,000) in the aggregate (or the “Deductible”foreign currency equivalent thereof), in which event Seller shall be required to pay or be liable for all such Losses in excess case the liability of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) Indemnifying Party shall not exceed Two Hundred Fifty Thousand Dollars be restricted to merely the excess over the threshold amounts referred to above; and ($250,000ii) (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 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 inaccuracy 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 indemnity (other than the indemnity referred to in clause (i) of Section 10.1) given by the Indemnifying Party in this Agreement, whether or not, under such indemnity, a portion of the Fundamental RepresentationsLosses is to be absorbed by the Indemnified Party. (e) Except with respect to claims relating to Taxes, together with Losses in respect the aggregate liability of indemnification under Article VI, the Indemnifying Party for all claims pursuant to clause (i) of Section 10.1 shall not exceed be limited to an aggregate amount equal to seventy percent (70%) of the Purchase Price. (bf) Buyer 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 liable entitled to compensation for any breach unless the Seller Indemnitees for indemnification under Section 8.03(aIndemnifying 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 aggregate amount of 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 Losses in reasonable efforts to pursue any and all rights to reimbursement, recovery or indemnification with respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable it is entitled to indemnification under this Article 10 pursuant to Section 8.03(a) shall not exceed the Cap. any Contract, insurance policy or arrangement with any Person (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason other than Affiliates of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 ) prior to the extent of bringing any Losses satisfied by claim against the Indemnifying Party hereunderunder this Article 10. The Indemnified Party shall execute 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 deliver any Losses incurred by the Indemnified Party in such instruments litigation or 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 papers as are necessary shall have demanded payment of such claims; and PROVIDED FURTHER that with respect to assign Sections 10.3(g) and (h), such rights and assist tolling period shall terminate (i) in the exercise thereofcase of Section 10.3(g), including reasonable access to when the books and records Indemnifying Party shall have notified the Indemnified Party that it has ceased pursuit of a remedy of the Companyalleged 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 Section.

Certain Limitations. The indemnification It is the intention of the parties hereto to conform strictly to all usury laws that are applicable to each such party, this Agreement and to each of the transactions contemplated by this Agreement (collectively, the "TRANSACTIONS"). Accordingly, notwithstanding anything to the contrary in this Agreement, or any other document, certificate, instrument or agreement entered in connection with the Transactions (collectively the "TRANSACTION DOCUMENTS"), it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under Applicable Usury Law (hereinafter defined) that is contracted for, taken, reserved, charged or received by any party under the Transaction Documents or otherwise in connection with the Transactions shall under no circumstances exceed the maximum amount of interest that would lawfully be charged by such party under Applicable Usury Law, (ii) in the event that maturity of any indebtedness evidenced by or payable pursuant to the Transaction Documents is accelerated for any reason, or in the event of any required or permitted payment or prepayment of all or any part of such indebtedness (including, without limitation, and if applicable, any required or permitted purchase of any Unit Premises, Unit Improvements, Unit FF&E or Unit, or any required or permitted payment of the Unit Acquisition Cost), then such consideration that constitutes interest as to any such indebtedness under Applicable Usury Law may never include more than the maximum amount allowed by such Applicable Usury Law, and (iii) excess interest, if any, provided for in the Transaction Documents or otherwise in connection with the Transactions shall be, in accordance with the following provisions of this Section 8.02 and Section 8.03 19, cancelled automatically and, if theretofore paid, shall be subject credited by the recipient on the principal or stated amount of the affected indebtedness (or, to the following limitations: (a) Seller and extent that the Company principal or stated amount of such indebtedness shall not have been or would thereby be liable paid in full, refunded by such recipient to the Buyer Indemnitees party entitled thereto). If at any time the rate of interest (denominated as such) contractually called for indemnification under Section 8.02(ain any Transaction Document (as the same may vary from time to time pursuant to the terms of such Transaction Document, the "STATED RATE"), exceeds the maximum non-usurious rate of interest permitted by Applicable Usury Law (the "MAXIMUM RATE") 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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.indebtedness

Certain Limitations. The indemnification provided liability of the Seller 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) Seller and At any time after the Company shall not be liable to Survival Date, (i) 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 (the “Deductible”), in which event Seller shall be required to pay or be liable have no further obligations under this Article IX for all such Losses in excess breaches of representations and warranties of the Deductible. The aggregate amount of all Losses Seller, except for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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, Damages with respect to or by reason which the Buyer Indemnitee has given the Seller written notice prior to such date in accordance with Section 9.3 and (ii) the Buyer shall have no further obligations under this Article IX for breaches of any inaccuracy in or breach of any representations and warranties of the Fundamental RepresentationsBuyer, together except for Damages with Losses respect to which the Seller Indemnitee has given the Buyer written notice prior to such date in respect of indemnification under Article VI, shall not exceed the Purchase Priceaccordance with Section 9.3. (b) Buyer shall not be liable Notwithstanding anything to the contrary herein, 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 $200,000 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 Deductibleindemnity 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 such Losses any amount of Damages in excess of $100,000 suffered or incurred by the Deductible. The aggregate Buyer Indemnitees, it being the intention of the parties that any amount in excess of $100,000 of Damages comprising the Seller Indemnification Threshold shall be recoverable by Buyer against Seller in the event that the accumulated amount of all Losses for which Damages suffered by the Buyer Indemnitees shall be liable pursuant to Section 8.03(a) shall not exceed the CapSeller Indemnification Threshold. (c) Notwithstanding anything to the foregoingcontrary herein, in the limitations set forth absence of fraud or willful breach of this Agreement (for which there shall be no limitation), in no event shall the maximum aggregate liability of Seller in respect of any claims by the Buyer Indemnitees against Seller pursuant to Section 8.04(a9.1(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to for Damages suffered or incurred by reason any Buyer Indemnitees exceed 20% of the fraud, willful breach or intentional misrepresentation value of Seller, the Company or Buyer, Purchase Price (as applicableadjusted pursuant to Sections 2.4 and 2.5). (d) For purposes of this Article VIIINotwithstanding anything to the contrary herein, 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 the limitations contained in this Section 9.5 shall not apply to claims for indemnification by Buyer Indemnitees against Seller in respect of (i) Excluded Liabilities pursuant to Section 9.1(b) or otherwise applicable (ii) Taxes pursuant to such representation or warrantySection 9.1(c). (e) Any payment made Notwithstanding anything to the contrary herein, any claim by an Indemnifying Party to an Indemnified Party a Seller Indemnitee against Buyer pursuant to Article VIII Section 9.2(a) shall be payable by Buyer only in the event and to the extent that the accumulated amount of the Damages in respect of Buyer's obligations to indemnify under this Agreement shall exceed $200,000 in the aggregate (the "BUYER INDEMNIFICATION THRESHOLD"); provided, however, that at such time as the aggregate amount of Damages in respect of the indemnity obligations of Buyer shall exceed the Buyer Indemnification Threshold, Buyer shall thereafter be liable for any amount of Damages in excess of $100,000 suffered or incurred by the Seller Indemnitees, it being the intention of the parties that any amount in excess of $100,000 of Damages comprising the Buyer Indemnification Threshold shall be recoverable by Seller against Buyer in the event that the accumulated amount of Damages suffered by the Seller Indemnitees shall exceed the Buyer Indemnification Threshold. (f) Notwithstanding anything to the contrary herein, the limitations contained in this Section 9.5 shall not apply to claims for indemnification by Seller Indemnitees against Buyer in respect of (i) Assumed Liabilities pursuant to Section 9.2(b) or (ii) Taxes pursuant to Section 9.2(c). (g) Notwithstanding anything to the contrary herein, in no event shall the maximum aggregate liability of Buyer in respect of any claim will be net claims by the Seller Indemnitees against Buyer pursuant to Section 9.2(a) for Damages suffered or incurred by any Seller Indemnitees exceed 20% of any insurance proceeds or other recovery realized by the value of the Purchase Price (as adjusted pursuant to Sections 2.4 and paid 2.5). (h) Notwithstanding anything to the Indemnified Party contrary herein, the limitations contained in this Section 9.5 shall not apply, nor be limited in time to any claim by the Buyer Indemnitees against the Seller in respect of such claim. Each Indemnified Party inadequate funding of the Employee Funds by the Seller. (i) Except as set forth in Section 9.4, the provisions of Article IX 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 be the amount of such proceeds, in each case up sole remedy 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 Parties for breach 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 Companycontract.

Certain Limitations. The Notwithstanding anything to the contrary contained herein, 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 and the Company The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.2(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, 8.2(a) exceeds $25,000 337,500 (the “Deductible”), in which event the Seller Indemnitors shall only be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which the Seller and/or the Company Indemnitors shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) 337,500 (the “Cap”); provided however that . (b) Notwithstanding the aggregate amount of all foregoing, the limitations set forth in Section 8.4(a) shall not apply to 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 Fundamental Representation or any Seller Fraud. The aggregate amount of all Losses for which the Fundamental Representations, together with Losses in respect of indemnification under Seller Indemnitors shall be liable pursuant to this Article VI, VIII (excluding any claims based on any Seller Fraud) shall not exceed the Purchase Price. (bc) None of the parties will have any liability to another party under this Article VIII for any Loss to the extent (i) that the aggrieved party has actually recovered such Loss under any insurance policy (including, in the case of any recovery by any Buyer Indemnitees, the Rep & Warranty Policy) (solely to the extent of such “double recovery”), but net of costs collection and, in the case of recoveries from insurers, net of the deductible and any premiums increased for such policies as a result of such claim. In addition, in the event that any Losses are reasonably likely to be recovered by Buyer under the Rep & Warranty Policy in connection with any breach of any representations and warranties of Seller in Article III of this Agreement in an amount that exceeds the Rep & Warranty Policy Retention Amount, then Buyer shall not be liable entitled to the Seller Indemnitees bring any indemnification claim hereunder with respect to such claim 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses Loss in excess of the DeductibleRep & Warranty Policy Retention Amount until such time that Buyer has submitted a claim for such breach in accordance with the terms of the Rep & Warranty Policy. The aggregate In addition, none of the parties will have any liability to another party under this Article VIII for any Loss to the extent that such amount was expressly included in the Final Working Capital or otherwise expressly included in the calculation of all Losses for which Buyer shall be liable the Adjusted Closing Payment, as finally determined pursuant to Section 8.03(a) shall not exceed 2.2 if the Cap. (c) Notwithstanding effect thereof was to reduce dollar-for-dollar the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason amount of the fraud, willful breach or intentional misrepresentation of Seller, Final Working Capital and/or the Company or BuyerAdjusted Closing Payment, as applicable, as compared to what it would have been absent such adjustment (with the intent of the provision to merely avoid “double counting”); provided, however, that for the avoidance of doubt, the foregoing shall not limit any claim for Losses arising out of or resulting from the claim giving rise to such Losses by a dollar-for-dollar reduction in the Final Working Capital and/or the Adjusted Closing Payment, as applicable, in accordance with the terms of this Article VIII. (d) The amount of any liability of the Sellers under Section 5.11 or this Article VIII with respect to any Loss of the Foreign Companies (the “Foreign Company Losses”) shall be reduced by the amount of any actual net reduction in cash payments for income Taxes realized by the parent entity of Buyer or its controlled Affiliates (the “Buyer Group”) as a result of the Foreign Company Losses giving rise to such indemnification payment. If the indemnification payment is paid prior to the Buyer Group realizing any actual reduction in cash payments for income Taxes in connection with the Foreign Company Losses giving rise to such payment, and the Buyer Group subsequently realizes such actual reduction in cash payments for income Taxes within or with respect to the taxable year in which the Foreign Company Losses arise, then the Buyer shall pay the amount of such actual reduction in cash payments for Taxes to the Sellers in cash within ten (10) days of the Buyer Group’s realization of such actual reduction in cash payments for income Taxes (but not in excess of the indemnification payment received from the Sellers with respect to such Foreign Company Losses). For purposes of this Article VIIIthe preceding two sentences, (i) the Buyer Group shall be deemed to have realized an actual reduction in cash payments for income Taxes with respect to a taxable year if, and to the extent that, the Buyer Group’s cumulative liability for income Taxes from the Closing Date through the end of such taxable year, calculated by excluding any inaccuracy in or breach Tax items attributable to the Foreign Company Losses and the receipt of any representation or warranty shall be determined without regard related indemnification payment for all taxable years, exceeds the Buyer Group’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Foreign Company Losses and the receipt of any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable related indemnification payment for all taxable years (to the extent permitted by relevant Tax law and treating such representation or warrantyTax items as the last items claimed for any taxable year). (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 Notwithstanding anything to the Indemnified Party contrary in respect of such claim. Each Indemnified Party this Agreement, the Seller Indemnitors 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 not be liable 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 relating to Taxes, Tax positions or Tax attributes in taxable periods (or portions thereof) beginning after 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 CompanyClosing Date.

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 contained in this Agreement, (ax) for all Environmental Standalone Claims made or existing after the tenth anniversary of the Closing Date, Seller and the Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) such claims unless and until the aggregate amount of all indemnifiable Losses in respect relating to such claims and incurred after the tenth anniversary of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, the Closing Date equals or exceeds One Million Dollars ($25,000 (the “Deductible”1,000,000), in which event case Seller shall be required to pay or be liable only for all such the amount of the Losses in excess of such amount; (y) from and after the Deductible. The aggregate Closing, the maximum aggregated amount of all indemnifiable Losses for which Seller and/or the Company may be recovered under Section 8.2(b) shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Thirty Million Dollars ($250,000) (the “Cap”30,000,000); provided however that the aggregate amount of all Losses for which and (z) Seller and/or the Company shall not be liable pursuant for any Environmental Standalone Claim unless such claim is made hereunder prior to Section 8.02(athe date that is 20 years from the Closing Date. (ii) With respect to any and all Environmental Indemnity Claims, Purchaser and Seller, as the case may be, shall act only in a “Commercially Reasonable Manner” which shall mean the most cost-effective and commercially reasonable method for investigation, remediation, removal, corrective action, containment, monitoring and/or other response action permitted by applicable Environmental Laws, determined from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with Environmental Laws in effect as of the Closing (it being understood that Commercially Reasonable Manner shall include the use of risk-based uponremedies, arising out ofinstitutional or engineering controls, or deed restrictions, based on the use of the property at Closing). (iii) Seller shall have no obligations for any Environmental Indemnity Claim to the extent Losses thereunder result from or are the consequence of any action (including disclosure, report or other communication from the Purchaser and its Affiliates (or their agents) to any Governmental Authority or other third party or any Phase II or other intrusive investigations or sampling, testing or monitoring of the soil, surface water or groundwater performed by Purchaser or its Affiliates (or their agents)) that is not (A) required by an Environmental Law; or (B) necessary to address a condition first discovered as a result of construction activities at, on or beneath a Leased Real Property or Real Property. (iv) Seller shall have no obligation for any Environmental Indemnity Claim to the extent Losses result, in whole or in part, from any change in use of any Leased Real Property, any Real Property, the property subject to the Sublease Agreement or the Property subject to the Cork Sublease from its current use to any nonindustrial use after the Closing Date. (v) From and after the Closing Date, with respect to the Business, any Leased Real Property or by reason any Real Property, Purchaser shall, and will cause each of any inaccuracy its Affiliates and Subsidiaires to, comply with all applicable Environmental Laws in or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Priceall material respects. (bvi) Buyer shall not be liable to the Seller The Purchaser 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 Deductible, in which event Buyer shall be required permitted to pay or assign a portion of their rights to bring an Environmental Indemnity Claim; provided that no more than two such assignments may be liable for made by all the Purchaser Indemnitees, taken as a whole, and; provided, further, any such Losses assignment, if made, shall be effective if, and only if, the assignee agrees in excess writing to be bound to all of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant limitations applicable to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations Environmental Indemnity Claims set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 (i) Seller shall not offer, sell, exchange, pledge, transfer or otherwise dispose of or engage in Section 8.02 and Section 8.03 any transaction with respect to, any of the shares of Biomune common stock issued under this Agreement unless at such time such transaction shall be permitted pursuant to the provisions of SEC Rule 144 referred, or Seller shall have furnished to Biomune an opinion of counsel, satisfactory to Biomune, to the effect that no registration under the Securities Act would be required in connection with the proposed offer, sale, exchange, pledge, transfer or other disposition or transaction, or a Registration Statement under the Securities Act covering the proposed offer, sale, exchange, pledge, transfer or other disposition shall be effective under the Securities Act; (ii) Seller shall not offer or sell any of the shares of Biomune common stock issued Seller under this Agreement except during such periods as directors, officers and affiliates of Biomune are permitted to purchase and sell Biomune common stock pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies of Biomune (the "Window Periods"); and (iii) during the effective period of the Registration Statement, Seller shall (A) offer for sale under the Registration Statement only those shares of Biomune common stock which were issued to Seller pursuant to this Agreement are registered under the Registration Statement; (B) sell such shares in accordance with and subject to the following limitations: (a) Seller terms, conditions 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations covenants set forth in Section 8.04(athis Agreement and in the Registration Statement; (C) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 required by applicable law, cause to be furnished to any purchaser of any Losses satisfied by such shares, and to the Indemnifying Party hereunder. The Indemnified Party shall execute and deliver broker-dealer, if any, through whom such instruments and papers as are necessary to assign such rights and assist shares may be offered, a copy of the final prospectus contained in the exercise thereofRegistration Statement, including reasonable access to as supplemented or amended through the books and records date of the Companysale (the "Prospectus"); (D) not engage in any stabilization activity in connection with any Biomune securities other than as permitted under the Securities Exchange Act of 1934, as amended ("Exchange Act"); and (E) not bid for or purchase any securities of Biomune or any rights to acquire Biomune securities, or attempt to induce any person to purchase any Biomune securities (except for Seller's shares of Biomune common stock to be sold to such person by means of the Prospectus) or any rights to acquire Biomune securities other than as permitted under the Exchange Act.

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 Neither Ceding Company shall not be liable obligated to the Buyer indemnify and hold harmless its Indemnitees for indemnification any claims or Indemnifiable Losses: (i) arising under Section 8.02(a8.02(a)(i) or (iii), with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $[***] (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which such Ceding Company is responsible under clause (ii) below), (ii) arising under Section 8.02(a)(i) or (iii), unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(a)8.02(a)(i) or (iii) exceeds (A) in the case of the Texas Ceding Company, together with Losses $[***] and (B) in respect the case of indemnification under Article VIthe New York Ceding Company, exceeds $25,000 [***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Deductible”), in at which event Seller point each Ceding Company, as applicable, shall be required liable to pay its Indemnitees for the value of the Indemnitees’ claims for such claims or be liable for all such Indemnifiable Losses arising under Section 8.02(a)(i) and (iii) that are in excess of the applicable Deductible, subject to the limitations set forth in this Article VIII; and (iii) arising under Section 8.02(a)(i), the maximum aggregate liability of each Ceding Company to Reinsurer Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Section 8.02(a)(i) shall be (A) in the case of the Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Cap”). The aggregate amount of all Losses for which Seller and/or the each Ceding Company shall be liable liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Section 8.02(aSections 8.02(a)(i), (ii), (iii) and (iv) shall not exceed Two Hundred Fifty Thousand Dollars (a) $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 RepresentationsTexas Ceding Company, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. and (b) Buyer shall not be liable $[***] with respect 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the DeductibleNew York Ceding Company. The aggregate amount of all Losses for which Buyer each Ceding Company shall be liable liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Section 8.03(aSections 8.02(a) shall not exceed (x) $[***] with respect to the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (b) The Reinsurer shall not be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(b)(i), (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of the Threshold Amount (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Reinsurer is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) exceeds (A) in the case of the Texas Ceding Company, $[***] and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Deductible”), at which point the Reinsurer shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) that is in excess of the Reinsurer Deductible, subject to the limitations set forth in this Article VIII, and (iii) the maximum aggregate liability of the Reinsurer to Ceding Company Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 8.02(b)(i) shall be an amount equal to (A) in the case of the Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Cap”). The aggregate amount of all Losses for which the Reinsurer shall be liable, and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Persons shall be entitled to recover pursuant to Sections 8.02(b)(i) and (ii) shall not exceed $[***]. The aggregate amount of all Losses for which the Reinsurer shall be liable, and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(b) shall not exceed (x) $[***] with respect to the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (c) Notwithstanding Each Indemnitee shall use reasonable best efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using reasonable best efforts to collect the foregoingmaximum amount recoverable with respect thereto under any direct insurance coverage or other applicable source of recovery, net of the limitations set forth amount of the costs and expenses incurred by the Indemnitee in Section 8.04(a) and Section 8.04(b) procuring such recovery; provided that this sentence shall not apply be applicable to Losses based uponany reinsurance, arising out of, retrocession or similar arrangement entered into by the Reinsurer with respect regard to or by reason of periods from and after the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableEffective Time. (d) For purposes of Any liability for indemnification under this Article VIII, any inaccuracy in or breach of any representation or warranty Agreement shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable duplication of recovery by reason of the state of facts giving rise to such representation liability constituting a breach of more than one representation, warranty, covenant or warranty. (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect agreement. For the avoidance 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 doubt, no Party shall use commercially reasonable efforts be entitled to pursue recovery under all insurance policies and other rights of recovery available to it. If an Indemnified Party receives a recovery collect indemnification 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 same Indemnifiable Loss more than once. Notwithstanding anything to the amount previously paid by the applicable Indemnifying Party contrary contained in this Agreement, no Reinsurer Indemnified Person shall be entitled to indemnification with respect to such Loss, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights of recovery any particular Loss to the extent the same underlying subject matter 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 Loss was specifically resolved in accordance with Section 2.05(f) or taken into account in the exercise thereofcalculation of the Closing Tangible Book Value (as defined in the Membership Interest Purchase Agreement) in accordance with 2.04 of the Membership Interest Purchase Agreement, including reasonable access to any Taxes (as defined in the books and records of the CompanyMembership Interest Purchase Agreement) accrued therein.

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 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), together with Losses in respect of indemnification under Article VI, ) exceeds $25,000 10,000 (the “DeductibleDe Minimus Amount”), in which event Seller Sellers shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) 1,500,000 (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 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 DeductibleDe Minimus Amount, in which event Buyer shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst 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) Buyer Indemnitees’ sole recourse for the indemnification by Sellers set forth in Section 8.04(a) above shall be limited to the amounts in the Indemnification Escrow Fund, and the Buyer’s right of set-off against any Earn-Out Payments due to Sellers as set forth in Section 2.08(g) herein. For the avoidance of doubt, 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 the 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, arising out of, with respect to or by reason of the fraudany inaccuracy in or breach of any representation or warranty in Section 3.01, willful breach or intentional misrepresentation of SellerSection 3.03, the Company or BuyerSection 3.19, as applicableSection 3.20, Section 3.24, Section 4.01 and Section 4.04. (de) For purposes of this Article ARTICLE VIII, 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. (ef) Any payment made by an In no event shall any Indemnifying Party (as defined below) be liable to an any Indemnified Party pursuant (as defined below) for any punitive, special or indirect damages, relating to Article VIII 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 will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party in respect of such claim. for which indemnification hereunder is otherwise required). (g) Each Indemnified Party shall use take, and cause its Affiliates to take, commercially reasonable efforts steps 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 mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to any Losses satisfied by the Indemnifying Party that are indemnifiable 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 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller The Stockholders and the Company 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(a), together with Losses in respect of indemnification under Article VI, 9.2(a) exceeds $25,000 500,000 (the “DeductibleBasket”), 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 excess 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 Deductible. The aggregate representations and warranties set forth in Section 3.8, a claim by Parent hereunder shall be limited to the amount of all the remaining Escrow Fund. Losses for which Seller and/or arising from a breach of the Company shall be liable pursuant to Section 8.02(a) Fundamental Representations and a breach of Sections 3.8, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that be so limited but the aggregate amount of all Losses for which Seller and/or the Company any Stockholder or Optionholder 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, 9.2 shall not exceed the Purchase Priceoverall consideration received by such Stockholder or Optionholder under this Agreement. (b) Buyer Parent shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.3(a) exceeds the DeductibleBasket, in which event Buyer Parent shall be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a9.3(a) shall not exceed the Cap$2,500,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any inaccuracy in or breach The amount of any representation or warranty Loss subject to indemnification shall be determined without regard calculated net of (a) any Tax Benefit inuring 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 the Indemnified Party pursuant to Article VIII in respect on account of any claim will be net of such Loss and (b) any insurance proceeds or any indemnity, contribution or other recovery realized similar payment recoverable by and paid to the Indemnified Party in from any third party with 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 itthereto. If an the Indemnified Party receives a recovery such insurance proceeds, contribution or similar payments after being indemnified with respect to Losses for which some or all of such Indemnified Party has been previously compensatedLoss, such Indemnified Party shall remit pay to the Indemnifying Party the lesser of (i) the amount of such proceedsinsurance proceeds or indemnity, contribution or similar payment, less reasonable out-of-pocket expenses incurred in each case up connection with such recovery and (ii) the aggregate amount paid to the amount previously paid by the applicable Indemnifying 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 applicable Indemnifying Party. An Indemnifying Party shall be subrogated 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's rights . For purposes hereof, “Tax Benefit” shall mean any refund of recovery 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 extent recipient of any Losses satisfied by the Indemnifying Party hereundersuch benefit. 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 seek full recovery under all insurance policies covering any Loss to the books and records of the Companysame extent as it would if such Loss were not subject to indemnification hereunder.

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 Other than Sellers' obligation to indemnify for Buyer Losses under Section 11.1(a) of this Agreement arising out of a breach of representation or warranty contained in Section 4.2 (capitalization) or Section 4.12 (brokers), Sellers' obligation to indemnify for Buyer Losses under Section 11.1(a) of this Agreement shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) accrue until the aggregate amount of all such Buyer Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds [*] Dollars ($25,000 [*]) (the “Deductible”), in which event Seller "Loss Threshold") and then Sellers shall be required to pay or be liable for all such Buyer Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company such initial $[*] and shall be liable pursuant limited to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand [*] Dollars ($250,000[*]) (in the “Cap”); provided however that the aggregate amount of all Losses for which Seller and/or the Company aggregate. There shall be liable pursuant to Section 8.02(a) based upon, arising out of, no Loss Threshold or limit on liability 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 Sellers' obligations to indemnify under Article VI, shall not exceed the Purchase PriceSections 11.1(b) through (d). (b) In no event shall any punitive, exemplary, special, indirect, incidental or consequential damages whatsoever be recoverable by any indemnitee under Article 11 hereof; except that, if punitive, exemplary, special, indirect, incidental or consequential damages have been asserted by a third party against a Seller Indemnitee or Buyer shall not be liable to Indemnitee, 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer indemnifying party shall be liable pursuant to Section 8.03(a) shall not exceed therefor under the Capprovisions of this Article 11. (c) Notwithstanding Any payment required under this Article 11 paid to any Buyer Indemnitee or any Seller Indemnitee, as the foregoingcase may be, shall be treated by the limitations set forth in Section 8.04(a) Buyer and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason the Sellers as an adjustment of the fraudPurchase Price; provided, willful breach or intentional misrepresentation of Sellerhowever, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty that no Buyer Losses indemnified hereunder shall be determined without regard considered payment by Sellers for Net Assets or Facility Costs, and Buyer shall have no obligation to pay any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable amounts to such representation or warranty. (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Sellers under 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 2 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 CompanyBuyer Losses.

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 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), together with Losses in respect of indemnification under Article VI, ) exceeds ONE HUNDRED THOUSAND DOLLARS ($25,000 100,000) (the “DeductibleBasket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses in excess of the DeductibleBasket. The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars SEVEN HUNDRED EIGHTY-THREE THOUSAND THREE HUNDRED SIXTY DOLLARS ($250,000783,360) (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.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 DeductibleBasket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the DeductibleBasket. 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 the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful any inaccuracy in or breach of any Sellers’ Fundamental Representation or intentional misrepresentation of Sellerany Buyer’s Fundamental Representation, the Company aggregate liability for which, in either Sellers’ or Buyer’s case, as applicable, shall be capped at the Purchase Price. (d) The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to this ARTICLE 8 shall be reduced, on a dollar for dollar basis, by any Tax benefits actually realized in respect of the Losses forming the basis of such claim for recovery. (e) For purposes of this Article VIIIARTICLE 8, 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. (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 and Each Party’s aggregate liability for indemnification for the Company breach of any representation or warranty made in this Agreement or in any Related Document shall not be liable exceed an amount equal to fifty (50%) percent of the Buyer Indemnitees for indemnification under Section 8.02(a) until Purchase Price paid by the aggregate Purchaser including the 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 Earn Out Payments which the Sellers have earned and otherwise would be entitled to be paid (the “DeductibleLiability Cap”), in which event Seller shall be required with the exception of Section 5.7 (Taxes) where the Sellers’ liability is limited to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 total Purchase Price. (b) Buyer The Sellers shall not be liable to for Losses under Section 9.3 (b) unless and until such Losses exceed $200,000 USD, in the aggregate, without taking into account materiality other than under Section 5.11 (the “Sellers Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Seller Indemnitees Basket Amount, the Purchaser shall be entitled to be indemnified on a dollar for dollar basis for the full amount of the Loss including the Sellers Basket Amount. For the avoidance of doubt, the Sellers Basket Amount shall not apply to any claims for indemnification other than those pursuant to Section 9.3(b), including the breach or non-fulfillment of any covenant in this Agreement or any other breach of this Agreement that is not a breach of the representations and warranties in Article V, and any claims for indemnification pursuant to Section 9.5. No individual claim for indemnification under Section 8.03(a9.3 (b) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable valid and assertable unless it is for all such Losses an amount in excess of $20,000 USD; provided, however, that to the Deductible. The aggregate amount extent that individual claims are related to one another, they may be aggregated for the purposes of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capmeeting such $20,000 threshold. (c) Notwithstanding The Purchaser shall not be liable for Losses under Section 9.4(b) unless and until such Losses exceed $200,000 in the foregoingaggregate (the “Purchaser Basket Amount”), it being understood that once the amount of the Loss (or Losses) equals or exceeds the Purchaser Basket Amount, the limitations set forth in Section 8.04(a) and Section 8.04(b) Sellers Indemnified Parties shall be entitled to be indemnified on a dollar for dollar basis for the full amount of the Loss, including the Purchaser Basket Amount. For the avoidance of doubt, the Purchaser Basket Amount shall not apply to Losses based uponany claims for indemnification other than those pursuant to Section 9.4(b), arising out of, with respect to including the breach or by reason non-fulfillment of any covenant in this Agreement or any other breach of this Agreement that is not a breach of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicablerepresentations and warranties in Article VI. (d) For purposes It is agreed that for the purpose of this Article VIIImaking a claim for indemnification, any inaccuracy in or breach the expiration of any representation or warranty one survival period, as set forth in Section 9.1, of certain representations and warranties, shall be determined without regard not affect the ability 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 make any claim will be net of for indemnification hereunder under any insurance proceeds or other recovery realized by representations 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 compensatedwarranties still surviving; provided, such Indemnified Party shall remit the amount of such proceedshowever, 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 that no Party shall be subrogated entitled 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 make a claim for indemnification more than once on account of the Companysame facts and circumstances.

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 The Stockholders shall not be liable required to indemnify the Buyer Parent Indemnitees for indemnification with respect to any claim under Section 8.02(a8.2(a) or Section 8.2(g) unless and 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, for such claims exceeds an amount equal to three hundred fifty thousand dollars ($25,000 (the “Deductible”350,000), in which event Seller the Parent Indemnitees shall be required entitled to pay or be liable for all such recover Losses only in excess of thereof; provided, that the Deductible. The aggregate amount of all Losses foregoing limitation shall not apply to (i) a claim for which Seller and/or indemnification to the Company shall be liable extent such claim is based upon Fraud, or (ii) a claim pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”item 3 on Schedule 8.2(g); 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess The sole and exclusive remedy of the Deductible. The aggregate amount of Parent Indemnitees with respect to any and all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, or related to this Agreement or the Contemplated Transactions, shall be via offset against the Indemnity Shares pursuant to Section 8.6 provided, however, to the extent such claim is based upon Fraud and exceeds the amount of Indemnity Shares, Parent Indemnitees may seek recovery directly from the Stockholder who committed such Fraud pursuant to Section 8.2 regarding any such excess amount; provided, further, however, that with respect to any and all Losses based upon, arising out of, or by reason related to the Special Indemnity, the sole and exclusive remedy of the fraudParent Indemnitees with respect to such Losses shall be via offset against the Special Indemnity Shares pursuant to Section 8.7. (c) The amount of any Losses for which the Parent Indemnitees claim indemnification under this Agreement shall be reduced by any insurance proceeds or other third party reimbursements actually received in connection with such Losses (net of any costs or expenses incurred in obtaining such insurance, willful breach indemnification or intentional misrepresentation of Sellerreimbursement, the Company including any increases in insurance premiums or Buyer, as applicableretro-premium adjustments resulting from such recovery). (d) For purposes of this Article VIII, for the sole purpose of determining Losses actually suffered with respect to any inaccuracy in or breach of any representation or warranty (and not for purposes of determining whether or not any breaches of representations or warranties have occurred) the representations and warranties in ARTICLE III shall not be determined without regard deemed to be qualified by any materiality, Company Material Adverse Effect or other similar qualification qualifications 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 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) Seller At any time after the applicable Survival Date for a representation and warranty, (i) 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 (the “Deductible”), in which event Seller shall be required to pay or be liable have no further obligations under this Article IX for all breaches of such Losses in excess representations and warranties of the Deductible. The aggregate amount of all Losses Seller, except for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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, Damages with respect to or by reason which the Buyer 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 breaches of any inaccuracy in or breach of any such representations and warranties of the Fundamental RepresentationsBuyer, together except for Damages with Losses respect to which the Seller Indemnitee has given the Buyer written notice prior to such date in respect of indemnification under Article VI, shall not exceed the Purchase Priceaccordance 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 Deductibleindemnity 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 such Losses Damages suffered or incurred by the Buyer Indemnitees in excess of the Deductible. The aggregate amount such 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 to the foregoingcontrary herein, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, except with respect to Fraud Claims (for which there shall be no limitation), in no event shall the maximum aggregate liability of Seller in respect of any claims by the Buyer Indemnitees against Seller pursuant to Section 9.1 (a) for Damages suffered or incurred by reason any Buyer Indemnitees exceed 10% of the fraudvalue of the Purchase Price (as adjusted pursuant to Section 2.4), willful except that with respect to Damages suffered or incurred by any Buyer Indemnitee due to a breach or intentional misrepresentation of Seller, Section 3.16 the Company or Buyer, maximum aggregate liability of Seller shall be 20% of the value of the Purchase Price (as applicableadjusted pursuant to Section 2.4). (d) For purposes of this Article VIIINotwithstanding anything to the contrary herein, 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 the limitations contained in or otherwise applicable this Section 9.5 shall not apply to such representation or warranty. (e) Any payment made claims for indemnification by an Indemnifying Party to an Indemnified Party Buyer Indemnitees against Seller in pursuant to Article VIII in respect of Sections 9.1(b), 9.1(c), 9.1(d), and 9.1(e); provided, however, that except for Fraud Claims, Buyer’s or Parent’s (or any Buyer Indemnitee’s) right to make a claim will be net of any insurance proceeds or other recovery realized by for indemnification under Sections 9.1(b), 9.1(c), 9.1(d), and paid to the Indemnified Party in respect of such claim. Each Indemnified Party 9.1(e) 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 expire with respect to such Loss, claims which are not made on or prior to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to date five years following 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 CompanyClosing Date.

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 and the 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(a), together with Losses in respect of indemnification under Article VI, 9.2(b) exceeds $25,000 250,000 (the “"Deductible”"), in which event Seller Company shall be required to pay or be liable for all only such Losses in excess of amounts that exceed the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a9.2(b) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) 1,500,000 (the “"Cap”"); provided however . (ii) Buyer shall not be liable to the Company Indemnitees for indemnification under Section 9.2(c) until the aggregate amount of all Losses in respect of indemnification under Section 9.2(c) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for only such amounts that exceed the Deductible. The aggregate amount of all Losses for which Seller and/or the Company Buyer shall be liable pursuant to Section 8.02(a9.2(c) shall not exceed the Cap. (iii) Notwithstanding the foregoing, the limitations set forth in Section 9.2(d)(i) and Section 9.2(d)(ii) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation; provided that the aggregate amount of Losses to which the Fundamental Representations, together with Losses Company shall be liable in respect of indemnification under Article VI, Fundamental Representations shall not exceed the Purchase Price. (biv) Buyer The Company shall not be liable to the Seller Indemnitees have no indemnification obligations hereunder for indemnification under Section 8.03(a) until the aggregate amount any Losses arising out of all Losses in respect a breach of indemnification under Section 8.03(a) exceeds the Deductibleor inaccuracy of any representation, in which event Buyer shall be required to pay warranty, covenant or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations agreement set forth in Section 8.04(a) this Agreement (and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any inaccuracy in or breach amount 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 Losses incurred in respect of such claim. Each Indemnified Party breach or inaccuracy shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights not be included in the calculation 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 any limitations on indemnification set forth herein) if the amount of such proceeds, in each case up to the amount previously paid by the applicable Indemnifying Party with respect matter giving rise 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 breach or inaccuracy was included in the exercise thereof, including reasonable access to the books and records determination of the Companyrelease of the Escrow Amount under the Escrow Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 this Agreement 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 USD $25,000 20,000 (the “DeductibleBasket”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 PriceBasket. (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 DeductibleBasket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapBasket. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or Payments by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company in respect of any Loss shall be limited to the amount of any liability or Buyerdamage that remains after deducting therefrom any insurance proceeds and any indemnity, as applicablecontribution or other similar payment received or reasonably expected to be received by the Buyer in respect of any such claim. The Buyer shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) For purposes Payments by the Company in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Buyer. (e) In no event shall the Company be liable to the Buyer 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 Article VIIIAgreement, or diminution of value or any damages based on any type of multiple. (f) The Buyer 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. (g) The Company shall not be liable under this 0 for any Losses based upon or arising out of any inaccuracy in or breach of any representation of the representations or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification warranties of the Company contained in this Agreement if Buyer had knowledge of such inaccuracy 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 breach prior 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 CompanyClosing.

Certain Limitations. Any party making a claim under this Article VII is referred to as an “Indemnified Party,” and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 5.05(b) and Section 8.03 Article VII shall be subject to the following limitations: (a) Seller and the Company The Sellers shall not be liable to the Buyer Indemnitees an Indemnified Party for indemnification under Section 8.02(a7.02(a)(i) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a), together with Losses in respect 7.02(a)(i) and (ii) exceeds 0.75% of indemnification under Article VI, exceeds $25,000 the Base Purchase Price (the “Deductible”), in which event Seller Sellers shall only be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount ; provided that the Deductible shall not apply to any Losses as result of a breach of the Several Representations or the Fundamental Representations or resulting from Fraud. (b) Subject to the other limitations imposed by this Article VII, all Losses claims against the Sellers for which Seller and/or indemnification under this Agreement, including any claims for the Company Tax Indemnity and claims under Article VII, shall be liable paid and satisfied solely from the Escrow Account, to the extent of any funds then remaining therein; provided, however, that (i) Losses resulting from the common law liability of any Seller to Buyer for fraud in the event of a final determination by a court of competent jurisdiction that any Seller committed fraud against Buyer (“Fraud”), and (ii) Losses resulting from the indemnification provisions of Section 7.02(b), in each case, shall not be satisfied from the Escrow Account but, instead, Buyer may recover such Losses directly from the offending Seller. (c) Each Seller’s maximum liability hereunder for any indemnification claims for the Several Representations or for any Seller’s Fraud shall not, when aggregated with all other indemnification obligations hereunder, exceed the portion of the Purchase Price actually received by such Seller. (d) Payments by an Indemnifying Party pursuant to Section 8.02(a5.05(b) or Article VII in respect of any Loss shall not exceed Two Hundred Fifty Thousand Dollars 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 ($250,000or an Acquired Company) (in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under other insurance policies for any Losses prior to seeking indemnification under this Agreement. In the “Cap”); provided however that event any Indemnifying Party pays any indemnification amount to an Indemnified Party, and such Indemnified Party then receives an insurance payment, or other indemnity or contribution payment, then such Indemnified Party shall promptly repay to such Indemnifying Party a refund equal to the aggregate amount of such recovery but not in excess of the amount previously paid by such Indemnifying Party to such Indemnified Party for the indemnification claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all Losses for which Seller and/or the Company 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 an indemnification obligation hereunder; provided, however, that no Indemnified Party or its Affiliates shall be liable pursuant required to Section 8.02(amake any material monetary expenditure, commence or participate in any proceeding, offer or grant any material accommodation to any Person, or take, or refrain from taking, any action that would or would reasonably be expected to adversely affect the business, operations, results or condition (financial or otherwise) based upon, arising out of, of such Indemnified Party or its Affiliates in any material respect in connection with such mitigation. (f) No Seller shall have any liability with respect to either Fraud or by reason of any inaccuracy in or a breach of any of the Fundamental RepresentationsSeveral Representations by any other Seller, together and Buyer agrees not to seek recovery against a Seller with Losses in respect to either Fraud or a breach of indemnification under Article VI, shall not exceed the Purchase PriceSeveral Representations by another Seller. (bg) Buyer Notwithstanding anything contained elsewhere in this Agreement, the amount of any Loss subject to indemnification under Section 7.02 shall be calculated net of any amounts to the extent, but only to the extent, specifically reflected or reserved for in the Financial Statements or the Final Balance Sheet and taken into account in determining the amount of the Purchase Price pursuant to Article II. (h) 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 (collectively, “Excess Damages”); provided, however, this limitation shall not be liable applicable to the Seller Indemnitees indemnification claims 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 Deductible, in which event Buyer shall be Excess Damages required to pay or be liable for all such Losses in excess paid to a third party by an Indemnified Party as a result of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capa Third-Party Claim. (ci) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 is entitled to indemnification under more than one clause or subclause of this Agreement with respect to Losses for which such Indemnified Party has been previously compensatedLosses, then such Indemnified Party shall remit the amount of be entitled to only one indemnification or recovery for 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 Losses to the extent it arises out of the same set of circumstances and events; it being understood that this Section 7.04(j) is solely to preclude a duplicate recovery by an Indemnified Party (i.e., recovery in excess of actual damages). (j) Notwithstanding anything contained elsewhere in this Agreement, Buyer shall not seek or be entitled to indemnification for 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 based upon or relating to the books and records Theater Repairs or the Lease Amendments (including, without limitation, any alleged breach of the representations and warranties in Section 3.10 solely related to either the Company’s historical accounting treatment of the Leases or the Lease Amendments).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller and the Company 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(a), together with Losses in respect of indemnification under Article VI, 9.1(a) exceeds One Hundred Seventy-Five Thousand Dollars ($25,000 175,000) (the “DeductibleThreshold Amount”), in which event the Seller Parties shall be required to pay or be liable responsible for all the amount of such Losses in excess back to the first dollar provided, however, that the aggregate liability of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant Parties to Buyer Indemnitees under Section 8.02(a9.1(a) shall not exceed Two Hundred Fifty Thousand Five Million Dollars ($250,0005,000,000) (the “Cap”); provided however that . Neither the aggregate amount of all Cap nor the Threshold Amount shall apply to indemnities for Losses for which Seller and/or relating to any Sales Tax, the Company shall representations and warranties contained in Section 2.1, 2.2, 2.8(a), 2.15 or 2.20 or any Losses to be liable indemnified 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 Price9.1(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 DeductibleThreshold Amount, in which event Victory and Buyer shall be required to pay or be liable responsible for all the amount of such Losses in excess back to the first dollar; provided, however, that the aggregate liability of Victory and Buyer to the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Seller Parties under Section 8.03(a9.2(a) shall not exceed the Cap. (c) Notwithstanding the foregoingany other provision of this Agreement, the limitations set forth in Section 8.04(a) rights and Section 8.04(b) shall not apply to Losses remedies of any party based upon, arising out ofof or otherwise in respect of any inaccuracy or breach of any representation, with respect 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 by reason 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 fraud, willful breach or intentional misrepresentation same set of Seller, the Company or Buyer, as applicablefacts. (d) For purposes of Except as set forth in Section 8.5, The indemnity provided for in this Article VIIIIX shall be the sole and exclusive remedy of Buyer or the Seller Parties, as the case may be, after the 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 materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to way any such representation or warranty. (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII party’s remedies in respect of any claim will be net of any insurance proceeds fraud, intentional misrepresentation 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 omission or intentional misconduct by the applicable Indemnifying Party with respect to such Loss, to other party in connection herewith or 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 Companytransactions contemplated hereby.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitationsFollowing Closing: (ai) Seller and the Company Sellers shall not be liable to Buyer Indemnified Persons under Section 10.2(a)(i) for any breach of or inaccuracy in any of the representations or warranties set forth in Article III (other than Fundamental Representations) unless the aggregate Losses incurred by the Buyer Indemnitees Indemnified Persons exceed (the “Basket”), and then the Sellers shall be jointly and severally liable to the Buyer Indemnified Persons for indemnification under Section 8.02(a) until the full amount of all Losses from the first dollar, including Losses needed to meet the Basket; provided, however, no claims for which 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 the Buyer Indemnified Persons arising from such claims is less than (the “DeductibleMini Basket”), in which event Seller ) shall be required to pay or be liable for all such Losses included in excess of determining whether the Deductible. The aggregate amount of Basket has been met; provided further, however, that once the Basket is met, all Losses for which Seller and/or (including Losses that are less than the Company Mini Basket) shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (recoverable by 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.Buyer Indemnified Persons; (bii) Buyer shall not be liable to the Seller Indemnitees for indemnification Indemnified Persons under Section 8.03(a10.2(c)(i) until for any breach of or inaccuracy in any of Buyer’s representations or warranties (other than Fundamental Representations) unless the aggregate Losses incurred by the Seller Indemnified Persons exceed the Basket, and then Buyer shall be liable for the full amount of all Losses from the first dollar, including Losses needed to meet the Basket; provided, however, no claims for which the aggregate amount of Losses of the Seller Indemnified Persons arising from such claims is less than the Mini Basket shall be included in determining whether the Basket has been met; provided further, however, that once the Basket is met, all Losses in respect of indemnification under Section 8.03(a(including Losses that are less than the Mini Basket) exceeds the Deductible, in which event Buyer shall be recoverable by the Seller Indemnified Persons; (iii) the aggregate amount required to pay or be liable for all such Losses in excess of paid by the Deductible. The aggregate amount of all Losses for which Buyer shall be liable Sellers pursuant to Section 8.03(a10.2(a)(i) (other than with respect to breaches of Fundamental Representations), Section 10.2(a)(iv) and Section 10.2(b)(i) (other than with respect to breaches of the Fundamental Representations) shall not exceed (the “Cap”); (iv) the aggregate amount required to be paid by Buyer pursuant to Section 10.2(c)(i) (other than with respect to breaches of Fundamental Representations) shall not exceed the Cap.; (cv) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to no event will any Seller be liable under this Article X for any Losses based upon, arising out of, with respect to or by reason in excess of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 cash 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 value of the Company.Issued Units actually received by such Seller;

Certain Limitations. The Each Lender shall promptly notify the Borrowers and the Administrative Agent (i) in the event it becomes unlawful for such Lender to make, maintain or fund Eurodollar Loans and (ii) of any event of which it has knowledge occurring after the date hereof, which will entitle such Lender to compensation or indemnification provided for pursuant to Section 4.9, 4.12 or 4.13, and such Lender will agree to use reasonable efforts to change the jurisdiction of its lending office if such change will allow such Lender to make, maintain and fund Eurodollar Loans or avoid the need for, or reduce the amount of, such compensation or indemnification and will not in the judgment of such Lender, be otherwise disadvantageous to it, except where such compensation or indemnification arises as a result of a Lender acquiring a Participation Interest pursuant to Section 8.02 11.3(b) hereof. Any Lender claiming compensation or indemnification under Section 4.9, 4.12 or 4.13 shall furnish to the Company and the Administrative Agent a statement in reasonable detail setting forth the additional amount or amounts to be paid to it under the applicable Section 8.03 and, in the case of indemnification sought under Sections 4.12(a) or 4.13, a copy of the notice received by the Lender from the Governmental Authority evidencing its tax claim, which shall be subject conclusive in the absence of manifest error. Except in the case of amounts claimed under Sections 4.12(a) or 4.13, in determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender claims compensation or indemnification under Section 4.9, 4.12 or 4.13, (any such Lender making a claim, an "Affected Lender") the Company may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default has occurred and is continuing, the Company, with the consent of the Administrative Agent, may obtain, at the Company's expense, a replacement Lender ("Replacement Lender") to replace the Affected Lender, which Replacement Lender, if not already a Lender, must be reasonably satisfactory to the Administrative Agent. If the Company obtains a Replacement Lender within 90 days following limitations: (a) Seller notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided, that the Company shall not be liable have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 date of such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies sale 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 Companyassignment.

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 for any individual Loss in respect of indemnification under Section 8.02 that does not exceed $10,000 (the “Basket”) or for aggregate amount of all Losses Losses, in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds ) that do not exceed $25,000 100,000 (the “Deductible”), in which event Seller but shall be required to pay or be liable for all Losses (including any individual Losses, whether or not such Losses exceed the Basket) in excess of the Deductible, subject to the Cap or as otherwise provided in this Article VIII. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) and Section 8.02(c) shall not exceed Two Hundred Fifty Thousand Dollars twenty-five percent ($250,00025%) of the value of the Purchase Shares (valued at the Closing Price) and the Earnout Payment (valued at the VWAP of the Common Stock, for the ten (10) trading days immediately preceding the date of final determination of the Earnout Calculation Statement), issued hereunder, in the aggregate (the “Cap”); provided however that . Notwithstanding any provision contained herein to the aggregate amount contrary, any Losses resulting from any breach or inaccuracy of all Losses for which any representation or warranty made by Seller and/or the Company hereunder shall be liable pursuant determined without giving effect to Section 8.02(a) based uponany limitations or qualifications regarding materiality, arising out of, with respect to or by reason of any inaccuracy in or breach of any the use of the Fundamental Representationsword “material”, together with Losses in respect of indemnification under Article VI“material respects”, shall not exceed the Purchase Price“Material Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until any individual Losses that do not exceed the Basket or for aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds that do not exceed the Deductible, in which event Buyer but shall be required to pay or be liable for all Losses (including any individual Losses, whether or not such Losses exceed the Basket) in excess of the Deductible. The aggregate amount , up to the value of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, (i) the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.20, Section 3.24, Section 4.01, Section 4.02, and Section 4.04, (ii) the fraudlimitations set forth in the first sentence of Section 8.04(a) shall not apply to Losses based upon, willful breach arising out of, with respect to or intentional misrepresentation by reason of Sellerany matter set forth in Section 8.02(c) of the Disclosure Schedules, and (iii) the Company limitations set forth in Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or Buyer, as applicableby reason of Section 8.02(d). (d) Notwithstanding any provision of this Agreement to the contrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon or arising out of intentional breach, intentional misrepresentation, criminal misconduct, or fraud by any Indemnifying Party. (e) For purposes of this Article VIII, 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 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 the Company 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 losses of Buyer, when aggregated with the amount of losses with respect of indemnification under Section 8.02(a)to the Multi-Stations pursuant to the Multi-Stations Agreement, together with Losses in respect of indemnification under Article VIif any, exceeds One Million Dollars ($25,000 1,000,000) (the “Deductible”)"Threshold Amount") (and then only to the extent such losses, in which event Seller shall be required when aggregated with the amount of losses with respect to pay or be liable for all such Losses in the Multi-Stations pursuant to the Multi-Stations Agreement, if any, exceed the excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000)) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the “Cap”); provided however that Environmental Threshold Amount (such excess being the "Excess Amount") and (ii) the aggregate amount of all Losses for which Seller and/or losses of Buyer, when aggregated with the Company shall be liable amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, is less than the excess of Fifty Million Dollars) ($50,000,000) over any amounts expended by Buyer pursuant to Section 8.02(a) based upon6.15 (as aggregated with the Multi-Stations as set forth therein), arising out of, or with respect to or by reason of any inaccuracy which Buyer receives a proration in or breach of any of its favor under Section 6.15 (such excess being the Fundamental Representations"Indemnity Cap"); provided, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. (b) Buyer foregoing shall not be liable applicable to any amounts owed in connection with the Seller Indemnitees for indemnification under Section 8.03(a) until Purchase Price or the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer proration adjustment thereof. In determining whether Sellers shall be required obligated to pay or be liable for all such Losses indemnify Buyer under this Section 10, once the Threshold Amount has been satisfied, each representation and warranty and each covenant contained in excess of the Deductible. The aggregate amount of all Losses this Agreement for which Buyer indemnity may be sought hereunder shall be liable pursuant read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to Section 8.03(amateriality (including Material Adverse Effect) shall not exceed the Capqualifications that may be contained therein. (c) Notwithstanding any other provision of this Agreement to the foregoingcontrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) no event shall not apply a party be entitled to Losses based uponindemnification for such party's consequential or punitive damages, arising out of, with respect to or by reason regardless of the fraud, willful breach or intentional misrepresentation theory of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 claimrecovery. Each Indemnified Party shall party hereto agrees to 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 mitigate any losses which form the basis 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 claim for indemnification 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 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 and the Company 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(a), together with Losses in respect of indemnification under Article VI, 8.2(a) exceeds Five Hundred Thousand Dollars ($25,000 500,000) (the “DeductibleBasket”), in which event Seller Sellers shall be required to pay or be liable only for all such aggregate Losses in excess of the DeductibleBasket. The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed Two Four Million Nine Hundred Fifty Thousand Dollars ($250,0004,950,000.00) (the “Cap”); provided however that the . The aggregate amount of all Losses for which Seller and/or the Company Sellers shall be liable pursuant to Section 8.02(a8.2 shall not exceed the Purchase Price. (b) Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.3(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 8.3(a) exceeds the Basket, in which event Purchaser shall be required to pay or be liable only for such aggregate Losses in excess of the Basket. The aggregate amount of all Losses for which Purchaser shall be liable pursuant to Section 8.3(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 the foregoing, the limitations set forth in the first and second sentences of Section 8.4(a) and the first and second sentences of Section 8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of Notwithstanding any provision to the contrary in this Article VIIIAgreement, in no event shall any inaccuracy Indemnified Party be entitled to double recovery under this Agreement. In particular, in or 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 representation or warranty 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 to net of (a) any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. amounts recovered (enet of collection costs) Any payment made by an Indemnifying Party to an the Indemnified Party pursuant to Article VIII in respect of any claim will be net of indemnification by or indemnification agreement with any third-party (other than this Agreement), (b) any insurance proceeds (net of collection costs) received by the Indemnified Party, or other recovery realized by and paid to 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 indemnification proceeds in respect of such claimfacts 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 pursue recovery under all obtain such recoveries from such insurance policies and other rights of recovery available to itpolicies. If an Each Indemnified Party receives a recovery with respect shall take commercially reasonable steps to mitigate any Losses for which after such Indemnified Party has been previously compensatedbecomes aware of any event which does, or could reasonably be expected to, give rise to any such Indemnified Party shall remit Losses. (e) For purposes of this ARTICLE VIII, for purposes of determining the amount of such proceedsLosses suffered (but not whether a breach occurred) as a result of any breach of any representation or warranty, 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 no effect shall be subrogated given 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“materiality,” or “Material Adverse Effect”.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitationsNotwithstanding any other provision of this Article 8: (a) Seller and Notwithstanding the Company fact that the Parent Indemnitees may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect to any fact, event, condition or circumstance, the Parent Indemnitees shall not be liable entitled to recover the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all any Losses more than once under this Agreement in respect of such fact, event, condition or circumstance, and the Parent Indemnitees shall not be entitled to indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (for any item to the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess extent that the amount of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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, incurred with respect to or by reason of any inaccuracy such item is included as a liability on the Closing Consideration Schedule and taken into account in or breach of any the calculation of the Fundamental RepresentationsConsideration Adjustment Amount, together with or Parent has otherwise been fully compensated on a dollar‑for‑dollar basis for such Losses pursuant to the adjustments set forth in respect of indemnification under Article VI, shall not exceed the Purchase PriceSection 2.6. (b) Buyer shall not be liable Subject to the Seller Indemnitees for indemnification under limitation set forth in Section 8.03(a) until 8.4(d), the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess liability of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable Escrow Participants pursuant to Section 8.03(a8.2(h) shall not exceed (i) $2,000,000 minus (ii) the Capaggregate policy limit under the D&O Tail Policy, but in no event less than zero ($0). (c) Notwithstanding The representations, warranties and covenants of the foregoingCompany, and the limitations set forth in Section 8.04(a) and Section 8.04(b) Parent Indemnitees' right to indemnification with respect thereto, shall not apply to Losses based uponbe affected or deemed waived by reason of any investigation made by or on behalf of Parent or any of its officers, arising out ofdirectors, with respect to employees, counsel or other representatives or by reason of the fraudfact that Parent or any of its officers, willful breach directors, employees, counsel or intentional misrepresentation other representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or that covenant was or might have been breached Parent or any of Sellerits officers, the Company directors, employees, counsel or Buyer, as applicableother representatives. (d) For purposes In no event shall any Escrow Participant be obligated to indemnify the Parent Indemnitees (i) under Section 8.2(a) other than with respect to a breach of this Article VIIIa Fundamental Representation or a Tax Representation, in any inaccuracy amount in or excess of such Escrow Participant's Indemnification Pro-Rata Portion and from any source other than the Escrow Fund, and (ii) under (A) Section 8.2(a) with respect to a breach of any representation Fundamental Representations or warranty shall be determined without regard to any materialityTax Representations, Material Adverse Effect or other similar qualification contained in (B) under Section 8.2(b)–8.2(g) or otherwise applicable to in connection with this Agreement and (C) for fraud or intentional misrepresentation by or on behalf of the Company, for any Escrow Participant, in any amount in excess of the Merger Consideration actually received by such representation or warranty. (e) Any payment made Escrow Participant less the amount of Taxes actually paid by an Indemnifying Party to an Indemnified Party pursuant to Article VIII such Escrow Participant in respect of the Merger Consideration. Notwithstanding any claim will be net provision of any insurance proceeds this Agreement, nothing in this Agreement shall limit the liability of a Company Shareholder for fraud or other recovery realized intentional misrepresentation 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 CompanyCompany Shareholder.

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 aggregate liability of a Selling Entity with respect to Losses that are the Company subject matter of Section 9.2(a)(i) shall not be liable exceed, in the aggregate, an amount equal to the Buyer Indemnitees such Selling Entity’s Final Transferor Closing Consideration. (b) The amount of any Losses for which any ODIT Indemnified Party claims indemnification under Section 8.02(a) until this Agreement shall be reduced by any indemnification or reimbursement payments actually received by such Person from third parties, including any amounts received under the RWI Policy, net of the aggregate amount of all Losses costs and expenses (including reasonable attorneys’ fees and expenses) of recovery or collection, including any deductibles, retentions or similar costs or payments and any increases in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 premiums (the “DeductibleRecovery Costs”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. 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 No Party shall, in any event, be liable or otherwise responsible for any punitive damages arising out of or relating to this Agreement or the foregoingperformance or breach hereof; provided, the limitations set forth that nothing in this Section 8.04(a) and Section 8.04(b9.3(c) shall not apply to Losses based upon, arising out of, limit a Person’s liability for any punitive damages paid or payable by such Person in connection with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicablea Third Party Claim. (d) For purposes The aggregate liability of this Article VIII, any inaccuracy ODIT with respect to Losses that are the subject matter of Section 9.2(b) shall in or breach no event exceed an amount equal to the portion of any representation or warranty shall be determined the Aggregate Closing Consideration attributable to ODIT (without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyduplication). (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in For the avoidance of doubt, any limitations on indemnification (including with respect of any claim will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party maximum indemnifiable amount) in respect of such claim. Each Indemnified Party this Article IX shall use commercially reasonable efforts not apply to pursue recovery under all insurance policies and other rights of recovery available to it. If an Indemnified Party receives a recovery any indemnification obligations with respect to Losses resulting from Fraud. (f) For purposes of clarification, the Selling Entities shall be severally (and not jointly and severally) liable hereunder, pro rata in accordance with such Selling Entities’ respective Seller Pro Rata Shares, for which such Indemnified Party has been previously compensatedany indemnifiable Losses under Section 9.2(a). For purposes of calculating any limits of liability pursuant to this Section 9.3, such Indemnified Party limitation shall remit be calculated on a Selling Entity-by-Selling Entity basis. (g) For the amount avoidance of such proceedsdoubt, it is the intention of the Parties that any indemnification payments received by ODIT pursuant to this Agreement shall only be allocated and distributed to the New Investors and any indemnification claims against ODIT pursuant to this Agreement shall only be allocated to and funded only by the New Investors. (h) Notwithstanding anything herein to the contrary, as among BODI Fund I LPs, the BODI Fund I GP shall be authorized to allocate any indemnification payments to be borne by the BODI I Funds hereunder in its good faith discretion and make equitable adjustments that are, in each case up to the amount previously paid its reasonable judgment, necessary, including for purposes of ensuring that any such obligations are borne by the applicable Indemnifying Party with respect to such Loss, to BODI Fund I LPs based on their respective pro rata portion of (i) the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to Aggregate Closing Consideration plus (ii) 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 value of the Companycapital contributions that will be deemed made pursuant to Section 1.5(a).

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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) (excluding with respect to claims for fraud, intentional misrepresentation, or willful misconduct) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) the Purchase Price (the “Cap”); provided however that the . (b) The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a8.02(b)-(h) based uponor for fraud, arising out of, with respect to intentional misrepresentation or willful misconduct shall in no way be limited or capped by reason the provisions 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 Pricethis Section 8.04. (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) and Section 8.03(b) (excluding with respect to claims for fraud, intentional misrepresentation or willful misconduct) shall not exceed the Cap. ten percent (c10%) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicablePurchase Price. (d) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(c) shall in no way be limited or capped by the provisions of this Section 8.04. (e) For purposes of this Article ARTICLE VIII, 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. (ef) Any payment made In determining the amount of Losses in respect of a claim under this ARTICLE VIII, there shall be deducted an amount equal to the amount of any third-party insurance proceeds actually received (net of direct collection expenses) by an Indemnifying Party to an Indemnified Party pursuant making such claim with respect to Article VIII in respect such Losses less the cost of any claim will be net of any increase in insurance proceeds or other recovery realized by and paid to premiums over the Indemnified Party in respect reasonably projected period of such claim. Each Indemnified Party increase as a result of making a claim for such Losses, provided that the foregoing shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights of recovery available to it. If not (i) require an Indemnified Party receives to proceed or seek action or recovery from any such third-party as a requirement hereunder or as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder, or (ii) be construed or interpreted as a guaranty of any level or amount of insurance 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 or as a requirement to maintain any insurance or to make any claim for insurance as a condition to any indemnification 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 rights of the Buyer Indemnitees and Seller Indemnitees to indemnification provided for in Section 8.02 and Section 8.03 under this Article X shall be subject to the following limitationslimited as follows: (a) Seller and the Company 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 or warranty in this Agreement beyond the survival period specified in Section 8.02(a10.1; (b) until the aggregate amount The recovery of all Losses in respect of indemnification under by any Buyer Indemnitee pursuant to Section 8.02(a10.3(b), Section 10.3(c), Section 10.3(d) or Section 10.3(e), together with all Losses recovered by other Buyer Indemnitees under such provisions, shall be limited to an aggregate of $5,000,000; (c) The recovery of Losses by any Seller Indemnitee pursuant to Section 10.2, together with all Losses recovered by other Seller Indemnitees under such provision, shall be limited to an aggregate of $5,000,000; (d) No Buyer Indemnitee or Seller Indemnitee shall be entitled to recover Losses pursuant to Section 10.3(b), Section 10.3(c), Section 10.3(d), Section 10.3(e) or Section 10.2, respectively, unless: (i) with respect to each individual Claim, 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 respect excess of indemnification under Article VI, exceeds $25,000 (the “Deductible”)25,000, in which event Seller case the full amount of such Losses shall be required recoverable, subject to pay the limitations imposed by the other provisions of this Section 10.4; provided, however, that this clause (i) shall not apply for purposes of determining whether the Deductible shall have been satisfied; and (ii) the Buyer Indemnitees, collectively, or be liable for all such the Seller Indemnitees, collectively, shall have suffered or incurred aggregate Losses otherwise recoverable under this Article X in an amount in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company , and then recovery shall be liable pursuant to Section 8.02(a) shall not exceed 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 permitted only to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount extent of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductibleexcess. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, any claim for indemnification (and the limitations set forth in Losses recoverable therefrom) that may be brought under Section 8.04(a) and Section 8.04(b10.3(a) shall not apply be subject to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableany limitation specified in this Section 10.4(d). (de) 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 4.14, 4.19 and 5.3, has been breached for purposes of this Article VIIIX and determining the amount of Losses suffered thereby by any Buyer Indemnitee or Seller Indemnitee, as the case may be, each representation and warranty set forth in this Agreement (other than as aforesaid), and any inaccuracy qualification with respect to any such representation or warranty set forth in the Disclosure Letter in the case of representations or warranties by the Members or Bear Cub, 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 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 X 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 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 any Loss that gave rise to such Indemnified Party has been previously compensated, such Indemnified Party shall remit adjustment in the Aggregate Consideration pursuant to Section 2.3 to the extent of the amount of such proceeds, Loss given effect in each case up such adjustment to the amount previously paid Aggregate Consideration. (f) Subject to Section 10.4(h), if a Claim for indemnification is asserted with respect to a breach of a Title Representation: (i) each Indemnifying Member shall be severally liable for 50% of all Losses incurred by the applicable Indemnifying Indemnified Party with respect to such Loss, to breach and the applicable Indemnifying Party. An Indemnifying Indemnified Party shall be subrogated entitled to recover from, and shall have personal recourse to and against, each Indemnifying Member for 50% of such Loss; and (ii) Until the Indemnified Party's rights of recovery to the extent of any Losses satisfied by Survival Date, Bear Cub shall be jointly and severally liable with the Indemnifying Party hereunderMembers for the full amount of such Loss. (g) If a Claim for indemnification is asserted by any Buyer Indemnitee under Section 10.3, the Buyer Indemnitee may, except as set forth in Section 10.4(h), only assert such Claim against, and attempt to recover the Losses with respect to such Claim from, Bear Cub. (h) If a Claim for indemnification is asserted by any Buyer Indemnitee under Section 10.3(a) with respect to a breach of a Title Representation, the Buyer Indemnitee must first only assert such Claim against, and attempt to recover the Losses with respect to such Claim from, Bear Cub. The Indemnified Party If Bear Cub does not satisfy the Losses associated with any such Claim within 30 days following the day that the Claim is first asserted against Bear Cub, the Buyer Indemnitees shall execute be entitled to assert and deliver such instruments pursue any and papers all rights to indemnification from Bear Cub and, in accordance with Section 10.4(f), the Indemnifying Members; (i) Notwithstanding any other provision of this Agreement, except as are necessary provided in Section 10.4(f) and Section 10.4(h) the Buyer Indemnitees shall not be entitled to assign such rights and assist in the exercise thereof, including reasonable access recover Losses from or have any other recourse against any Member relating to the books and records of the Companyany claim arising from this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 11.2 and Section 8.03 11.3 shall be subject to the following limitations: (a) Seller and the Company shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a11.2(a) until the aggregate amount of all Losses Damages in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, 11.2(a) exceeds $25,000 2,531,250 (the “DeductibleIndemnification Threshold”), in which event and once the Indemnification Threshold has been exceeded, Seller shall only be required to pay or be liable for all such Losses Damages in excess of the DeductibleIndemnification Threshold. The aggregate amount of all Losses Damages for which Seller and/or the Company shall be liable pursuant to Section 8.02(a11.2(a) shall not exceed Two Hundred Fifty Thousand Dollars (an amount which is, together with amounts recovered under the R&W Insurance Policy, in excess of $250,000) 101,250,000 (the “Cap”); provided however that . (b) Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 11.3(a) until the aggregate amount of all Losses Damages in respect of indemnification under Section 11.3(a) exceeds the Indemnification Threshold, and once the Indemnification Threshold has been exceeded, Purchaser shall only be required to pay or be liable for all such Damages in excess of the Indemnification Threshold. The aggregate amount of all Damages for which Seller and/or the Company Purchaser shall be liable pursuant to Section 8.02(a11.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 11.4(a) and Section 11.4(b) shall not apply to Damages based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty of the any Fundamental Representations; provided, together with Losses in respect of indemnification under Article VIhowever, 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 Damages that may be recovered by the Purchaser Indemnitees or the Seller Indemnitees under Section 8.03(a11.2(a) exceeds or under Section 11.3(a) arising from any breach of, or misrepresentation or inaccuracy in, any Fundamental Representations shall not exceed an amount which is, together with amounts recovered under the DeductibleR&W Insurance Policy, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Super Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIIIXI, any inaccuracy in or breach of any representation or warranty warranty, and the calculation of Damages with respect thereto, shall be determined without regard to any materiality, Seller Material Adverse Effect or Purchaser Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Any payment The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by an Indemnifying Party to an or on behalf of the Indemnified Party pursuant (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party's waiver of any condition set forth in Section 9.1. (f) Except in the case of fraud by the Seller, in no event shall the Purchaser Indemnitees have the right under this Agreement to recover from Seller any amount which is, together with amounts recovered under the R&W Insurance Policy, in excess of the Super Cap. (g) All Damages for which any Seller Indemnitee or Purchaser Indemnitee would otherwise be entitled to indemnification under this Article VIII XI shall be reduced by recovery under the R&W Insurance Policy and other third-party recoveries actually received by such Seller Indemnitee or Purchaser Indemnitee in respect of any claim will be Damages incurred by such Seller Indemnitee or Purchaser Indemnitee (net of the out-of-pocket costs reasonably incurred of pursuing or obtaining such recovery). In the event any Seller Indemnitee or Purchaser Indemnitee is or may be entitled to any insurance proceeds proceeds, indemnity payments or other recovery realized by and paid to the Indemnified Party any third-party recoveries in respect of any Damages for which such claim. Each Indemnified Party Seller Indemnitee or Purchaser Indemnitee is entitled to indemnification pursuant to this Article XI, such Seller Indemnitee or Purchaser Indemnitee 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 obtain, receive or realize such proceeds, benefits, payments or recoveries; provided, however, that “commercially reasonable efforts” with respect to Losses (i) the R&W Insurance Policy shall not include an obligation to seek “recovery” from Purchaser’s policies or programs of insurance, and (ii) any other Person shall not (x) include the commencement of any Legal Proceeding in respect of such recovery, (y) require any prolonged, continuous or repetitive efforts, and (z) include an obligation to seek recovery from any insurance carrier or program. To the extent permissible under applicable Governmental Rules and Contracts, any unsuccessful claim for recovery notwithstanding commercially reasonable efforts against a third-party that is not a customer or vendor, or a potential customer or vendor of such Seller Indemnitee or Purchaser Indemnitee, as applicable, shall be assigned in subrogation upon collection under this Agreement of the full amount of applicable Damages claimed. In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are realized by a Seller Indemnitee or Purchaser Indemnitee subsequent to receipt by such Seller Indemnitee or Purchaser Indemnitee of any indemnification payment hereunder in respect of the claims to which such Indemnified Party has been previously compensatedinsurance proceeds, indemnity payments or other third-party recoveries relate, corresponding refunds shall be made promptly by the relevant Seller Indemnitee or Purchaser Indemnitee of all or the relevant portion of such Indemnified Party indemnification payment (net of the out-of-pocket costs reasonably incurred of pursuing or obtaining such insurance proceeds, deductibles and any increased premium amounts attributable to such claim). (h) The Seller Indemnitees and Purchaser Indemnitees shall remit not be entitled to recover more than once for the same Damages. (i) No indemnity may be sought hereunder in respect of any Damages to the extent such Damages (but only to the extent that 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 Damages) is included in the exercise thereof, including reasonable access to the books and records calculations of the CompanyNet Working Capital, as finally determined, such that the party claiming indemnification received Purchase Price credit for such amount of Damages.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 10.3(b), (i) Seller and the Company shall not be liable required to the Buyer Indemnitees for indemnification indemnify any Purchaser Indemnitee, nor shall Seller have any liability under Section 8.02(a) until 10.1(a), unless the aggregate total amount of all Losses in respect Damages exceeds the Tipping Basket Amount, then the Purchaser Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of indemnification such Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Seller shall not be required to indemnify any Purchaser Indemnitee, nor have any liability, under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”10.1(a), in which event Seller the aggregate in excess of [***]% of the Purchase Price; and (ii) Purchaser shall not be required to pay or indemnify any Seller Indemnitee, nor shall Purchaser have any liability under Section 10.2(a), unless the total amount of all Damages exceeds the Tipping Basket Amount, then the Seller Indemnitees shall be liable entitled to be indemnified against and compensated and reimbursed for all the entire amount of such Losses Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Purchaser shall not be required to indemnify any Seller Indemnitee, nor have any liability, under Section 10.2(a), in the aggregate in excess of the Deductible. The aggregate amount [***]% of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Subject to Section 10.3(c), (i) the Seller shall not be liable required to indemnify any Purchaser Indemnitee, nor shall the Seller Indemnitees for indemnification have any liability, under Section 8.03(a10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(f) until and Section 10.1(h) in the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(acash amounts actually received by the Seller under this Agreement, and (ii) Purchaser shall not exceed be required to indemnify any Seller Indemnitee, nor shall Purchaser have any liability, under Section 10.2(b) or Section 10.2(d) in the Capaggregate in excess of the cash amounts actually received by the Seller under this Agreement. (c) Notwithstanding anything in this Article 10 to the foregoingcontrary, the limitations set forth in Section 8.04(a10.3(a) and Section 8.04(b10.3(b) shall not apply to Losses based upon, Damages arising out of, relating to, or in connection with respect to (i) any liability under Section 10.1(e) or by reason of the fraudSection 10.1(g), willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable(ii) any liability under Section 10.2(c). (d) For purposes of this Article VIII, 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: (ai) Seller and the Company shall not be liable required to indemnify the Buyer Purchaser Indemnitees with respect to Losses set forth in any claim 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a9(a)(i)(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000other than for claims relating to the alleged breach of any representation or warranty relating to Taxes) to the extent that the aggregate liability of Seller to Purchaser Indemnitees under Section 9(a)(i)(a) exceeds five percent (5%) of the Purchase Price actually paid under this Agreement (the “Cap”); provided however that such Cap shall not apply to the extent the foregoing arises as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by Seller of any of its obligations under this Agreement. (ii) Purchaser shall not be required to indemnify the Seller Indemnitees with respect to any Losses set forth in any claim for indemnification pursuant to Section 9(b)(i)(a) to the extent that the aggregate amount liability of all Losses Purchaser to the Seller Indemnitees under Section 9(b)(i)(a) exceeds the Cap; provided that such Cap shall not apply to the extent the foregoing arises as a direct result of the gross negligence, bad faith or willful misconduct of any Purchaser Party or any breach by Purchaser of any of its obligations under this Agreement. (iii) The rights to indemnification provided for which Seller and/or the Company in this Section 9 shall be liable pursuant to Section 8.02(a) based uponthe sole and exclusive remedy of Purchaser or Seller, arising out ofas the case may be, with respect to or by reason of any inaccuracy in or breach of any of a Transferred Interest after 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Applicable Closing with respect to such Loss, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights Transferred Interest for any breaches of recovery to the extent or inaccuracy 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 thereofapplicable representation, including reasonable access to the books and records warranty, covenant or agreement of the CompanySeller or Purchaser, respectively, herein.

Certain Limitations. The Except with respect to Losses arising as a result of fraud or willful concealment (for which the limitations set forth in this Section 7.4 shall not apply), the indemnification provided for in Section 8.02 7.2 and Section 8.03 liability with respect to any Buyer Warranty Claim shall be subject to the following limitations: (a) The Seller and Parties shall not be liable in respect of any Buyer Warranty Claim (other than a breach of the Company Fundamental Warranties) to the extent that the matter giving rise to the Buyer Warranty Claim is Disclosed in the Data Room or the Disclosure Schedules. (b) The Seller Parties shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a) in respect of any Buyer Warranty Claim 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, any Buyer Warranty Claim (together with any connected Buyer Warranty Claim) exceeds $25,000 £40,000 (the “Deductible”), in which event the Seller Parties shall be required to pay or be liable for all such the whole amount of the Losses and not just the amount in excess of the Deductible; provided, however, that the Deductible shall not apply to claims for breaches of the Fundamental Warranties or, for the avoidance of doubt, claims under Section 7.2(a) and Section 7.2(b). For the purposes of this Section 7.4(b), a Buyer Warranty Claim is connected with another Buyer Warranty Claim if it arises from the same facts, events or circumstances. (c) The aggregate amount of all Losses for which the Seller and/or the Company Parties shall be liable pursuant to Section 8.02(a) in respect of any Buyer Warranty Claim shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) 70% of the Purchase Price actually paid (the “General Cap”); provided however provided, however, that the General Cap shall not apply to claims for breaches of the Fundamental Warranties or, for the avoidance of doubt, claims under Section 7.2(a) and Section 7.2(b). (d) The aggregate amount of all Losses for which the Seller and/or the Company Parties shall be liable in respect of any Buyer Warranty Claim including with respect to any claims for breaches of the Fundamental Warranties, or claims under Section 7.2(a) (but for the avoidance of doubt excluding any claims pursuant to Section 8.02(a7.2(b)) 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. (be) Buyer shall not be liable to Payments by 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Parties in respect of any claim will Buyer Warranty Claim shall be net limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds or other recovery realized payments actually received by and paid to the Buyer Indemnified Party Parties from a third party (net of any deductible amounts) in respect of any 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 use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses but seeking recovery from any insurance policies shall not be a pre-condition to the Buyer seeking recovery from the Seller Parties under this Agreement. (f) Each party shall take, and deliver such instruments and papers as are cause its Affiliates to take, all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including using commercially reasonable endeavors to incur costs only to the minimum extent necessary to assign remedy the breach that gives rise to such rights and assist in the exercise thereof, including reasonable access Losses. The Buyer shall not be entitled to recover any Loss more than once under this Agreement or any Transaction Document. (g) Notwithstanding anything to the books contrary contained in this Agreement, to the maximum extent permitted by applicable Law, in no event shall either party hereto be liable in connection with this Agreement, the negotiation of this Agreement or the transactions contemplated hereby for special, indirect, incidental, exemplary or punitive damages whether or not caused by or resulting from the actions of such party or the breach of its covenants, agreements, representations or warranties hereunder and records whether or not based on or in warranty, contract, tort (including negligence or strict liability) or otherwise. (h) The Seller Parties shall not be liable in respect of any Buyer Warranty Claim to the extent that the matter giving rise to the Buyer Warranty Claim results from or is increased by (and if increased, only to the extent that it is increased by): (i) any act or omission before Closing carried out at the written request of the CompanyBuyer or any member of the Buyer’s Representatives; or (ii) any act, event, occurrence or omission of the Buyer after the Closing Date. (i) The Seller Parties shall not be liable in respect of any Buyer Warranty Claim to the extent that the matter giving rise to the Buyer Warranty Claim constitutes a contingent liability or relates to a liability which is not capable of being quantified until such liability becomes an actual liability of the Seller Party or becomes capable of being quantified. This paragraph shall not relieve the Buyer from any obligation to give notice in respect of any matter which constitutes a contingent liability on the Buyer or relates to a liability which is not capable of being quantified. (j) The Seller Parties shall not be liable for any Buyer Warranty Claim if and to the extent that the Buyer had actual knowledge at the Closing of such breach of a Seller Warranty and that such breach would enable it to bring a Buyer Warranty Claim. For this purpose, the Buyer shall only be deemed to have the knowledge of anything of which ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ have actual knowledge as at the date of Closing.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 (and with respect to Section 8.04(d), the indemnification provided for in Section 7.03(a)(i)) shall be subject to the following limitations: (a) Seller and the Company The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) for Company/Seller Warranty Breaches 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, Company/Seller Warranty Breaches exceeds $25,000 US$60,000 (the “DeductibleBasket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or Basket; provided, the Company shall be liable pursuant to Section 8.02(a) foregoing limitation shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that the aggregate amount of all apply to 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 the Company Fundamental Warranties, or the Seller Fundamental Warranties, or in the case of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Pricefraud. (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer the Sellers shall be liable pursuant to Section 8.03(a) for Company/Seller Warranty Breaches shall not exceed US$2,500,000 (the “General Cap. (c) Notwithstanding the foregoing”); provided, the limitations set forth in Section 8.04(a) and Section 8.04(b) foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation the Company Fundamental Warranties, the Seller Fundamental Warranties, or warranty the Company Business Warranties, or in the case of fraud. (c) The aggregate amount of all Losses for which the Sellers shall be determined without regard liable for Company/Seller Warranty Breaches in respect of Company Business Warranties shall not exceed US$2,500,000; provided, the foregoing limitation shall not apply in the case of fraud. For clarity, the foregoing limitation does not apply to any materialityCompany/Seller Warranty Breaches in respect of the Company Fundamental Warranties, Material Adverse Effect or other similar qualification contained the Seller Fundamental Warranties. (d) The aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 7.03(a)(i) and Section 8.02 shall not exceed the Purchase Price (the “Aggregate Cap”); provided, the foregoing limitation shall not apply in or otherwise applicable to such representation or warrantythe case of fraud. (e) Any payment made The Buyer shall not be liable to the Seller Indemnitees for indemnification for Buyer Warranty Breaches until the aggregate amount of all Losses in respect of Buyer Warranty Breaches exceeds the Basket, in which event the Buyer shall be required to pay or be liable for all Losses in excess of the Basket; provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Buyer Fundamental Warranties or in the case of fraud. (f) The aggregate amount of all Losses for which the Buyer shall be liable for Buyer Warranty Breaches shall not exceed the General Cap; provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Buyer Fundamental Warranties or in the case of fraud. (g) The aggregate amount of all Losses for which the Buyer shall be liable pursuant to Section 8.03 shall not exceed the Aggregate Cap; provided, the foregoing limitation shall not apply in the case of fraud. (h) For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty referring to the terms “material,” “materiality,” “in all material respects,” “Material Adverse Effect” or words of similar import shall be disregarded, except such words shall not be disregarded in uses of the defined terms “Material Contracts”. (i) Payments by an Indemnifying Party to an Indemnified Party pursuant to Article VIII Section 8.02 or Section 8.03 in respect of any claim will Loss shall be net limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other recovery realized similar payment actually received 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 (increased by any costs 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 expenses incurred by the applicable Indemnifying Indemnified Party with respect to such Lossrecovery, and increased by Taxes of the Indemnified Party (or the Company, in the case of a Buyer Indemnitee) attributable to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to receipt of any such proceeds) by the Indemnified Party's rights Party (or the Company, in the case of recovery to the extent a Buyer Indemnitee) in respect of any Losses satisfied by the Indemnifying Party hereunder. The such Loss. (j) Each Indemnified Party shall execute take, and deliver cause its Affiliates to take, all 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, but such instruments Indemnified Party will not have a duty to incur any material costs in connection with the foregoing, and papers as are necessary to assign any out-of-pocket costs incurred by such rights and assist Indemnified Party in the exercise thereof, including reasonable access to the books and records of the Companyconnection with such mitigation shall constitute Losses that may be recovered by such Indemnified Party.

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 and the Company The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all any Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a9.2(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that unless and until the aggregate amount of all Losses for which the Buyer Indemnified Parties are entitled to indemnification therefor exceeds $50,000 (the “Claim Threshold Amount”), in which case the Buyer Indemnified Parties shall be entitled to 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 part of any Seller and/or in connection with the Company transactions contemplated by this Agreement. (b) The amount of all Losses for which the Sellers shall be liable pursuant to Section 8.02(a9.2(a) based uponshall 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 out offrom fraud, with respect to willful misconduct or by reason of any inaccuracy in or breach of any intentional misrepresentation on the part of the Fundamental RepresentationsCompany or any Seller in connection with the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, together with Losses in respect the liability of a Seller for indemnification under this Article VI, IX shall not exceed a maximum amount equal to the Purchase Priceamount actually received by such Seller under this Agreement, except in the case of fraud, willful misconduct, or intentional misrepresentation by such 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. 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 to the foregoingcontrary contained herein, the limitations 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 Section 8.04(a) and Section 8.04(b) this Agreement, or any certificate or schedule, that are qualified as to “material,” “materiality,” “Material Adverse Effect” or words of similar import or effect shall not apply be deemed to have been made without any such qualification for the purposes of determining the amount of any Losses based uponresulting from, arising out of, with respect or relating to any such breach, inaccuracy or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicablemisrepresentation. (dh) For purposes of this Article VIII, 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 take, and cause its Affiliates to take, all reasonable efforts steps 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 mitigate any Loss upon becoming aware 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 thereofevent or circumstance that would be reasonably expected to, including reasonable access to the books and records of the Companyor does, give rise thereto.

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 the Company 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 losses of Buyer, when aggregated with the amount of losses with respect of indemnification under Section 8.02(a)to the Kansas City Stations pursuant to the Kansas City Agreement, together with Losses in respect of indemnification under Article VIif any, exceeds One Million Dollars ($25,000 1,000,000) (the “Deductible”)"Threshold Amount") (and then only to the extent such losses, in which event Seller shall be required when aggregated with the amount of losses with respect to pay or be liable for all such Losses in the Kansas City Stations pursuant to the Kansas City Agreement, if any, exceed the excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000)) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the “Cap”Environmental Threshold Amount (such excess being the "Excess Amount"); provided however that , and (ii) the aggregate amount of all Losses for which Seller and/or losses of Buyer, when aggregated with the Company shall be liable amount of losses with respect to the Kansas City Stations pursuant to the Kansas City Agreement, if any, is less than the excess of Fifty Million Dollars) ($50,000,000) over any amounts expended by Buyer pursuant to Section 8.02(a) based upon6.15 (as aggregated with the Kansas City Stations as set forth therein), arising out of, or with respect to or by reason of any inaccuracy which Buyer receives a proration in or breach of any of its favor under Section 6.15 (such excess being the Fundamental Representations"Indemnity Cap"); provided, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. (b) Buyer foregoing shall not be liable applicable to any amounts owed in connection with the Seller Indemnitees for indemnification under Section 8.03(a) until Purchase Price or the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer proration adjustment thereof. In determining whether Sellers shall be required obligated to pay or be liable for all such Losses indemnify Buyer under this Section 10, once the Threshold Amount has been satisfied, each representation and warranty and each covenant contained in excess of the Deductible. The aggregate amount of all Losses this Agreement for which Buyer indemnity may be sought hereunder shall be liable pursuant read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to Section 8.03(amateriality (including Material Adverse Effect) shall not exceed the Capqualifications that may be contained therein. (c) Notwithstanding any other provision of this Agreement to the foregoingcontrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) no event shall not apply a party be entitled to Losses based uponindemnification for such party's consequential or punitive damages, arising out of, with respect to or by reason regardless of the fraud, willful breach or intentional misrepresentation theory of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 claimrecovery. Each Indemnified Party shall party hereto agrees to 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 mitigate any losses which form the basis 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 claim for indemnification 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 provisions of Section 8.02 and Section 8.03 4.10 shall be subject to the following limitationsfollowing: (a) Seller and the Company shall not be liable to the Buyer Indemnitees for Each Lender that desires compensation or indemnification under Section 8.02(a4.10 shall notify the Borrowers through the Collateral Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within ninety (90) until days after the aggregate amount occurrence of all Losses the event giving rise thereto; provided that (i) if any such Lender fails to give such notice within ninety (90) days after the occurrence of such an event, such Lender shall only be entitled to compensation or indemnification in respect of indemnification such event accruing under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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, 4.10 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 period from and after the Purchase Pricedate ninety (90) days prior to the date that such Lender does give notice. (b) Buyer Any notice given by a Lender pursuant to clause (a) preceding shall not be liable certify (i) that one of the events described in Section 4.10 has occurred, describing in reasonable detail the nature of such event, (ii) as to the Seller Indemnitees for indemnification under Section 8.03(aincreased cost, reduced amount receivable, or loss or expense resulting from such event, and (iii) until as to the aggregate additional amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductibledemanded by such Lender, in which event Buyer shall be required to pay or be liable for all such Losses in excess attaching a reasonably detailed explanation of the Deductiblecalculation thereof. The aggregate amount of all Losses for which Buyer shall be liable Such a certificate as to any compensation or indemnification payable pursuant to Section 8.03(a) 4.10, submitted by such Lender through the Collateral Agent to the Borrowers, shall not exceed be conclusive and binding on the Capparties hereto in the absence of manifest error. (c) If any Lender requests compensation or indemnification from the Borrowers under Section 4.10, the Borrowers may, at their option, within fifteen (15) days after receipt by the Borrowers of written demand from the affected Lender for payment of such compensation or indemnification, notify the Collateral Agent and such affected Lender of the Borrowers' intention to replace the affected Lender. So long as no Event of Default shall have occurred and be continuing, the Borrowers may obtain, at the Borrowers' expense, a replacement Lender (which must be an Eligible Assignee) for the affected Lender. If the Borrowers obtain a replacement Lender within ninety (90) days following notice of their intention to do so, the affected Lender must sell and assign its loans and obligations and any Commitments to such replacement Lender pursuant to Section 13.3, for an amount equal to the principal balance of all Loans held by the affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that the Borrowers shall have paid to such affected Lender the compensation or indemnification that it is entitled to receive under Section 4.10, through the date of such sale and assignment. Notwithstanding the foregoing, the limitations set forth in Borrowers shall not have the right to obtain a replacement Lender if the affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Borrowers' notice of intention to replace such affected Lender. Additionally, if the Borrowers give a notice to the Collateral Agent and the affected Lender of the Borrowers' intention to replace such affected Lender and the Borrowers do not so replace such affected Lender within ninety (90) days thereafter, the Borrowers' rights under this Section 8.04(a) and Section 8.04(b4.13(c) shall not apply to Losses based upon, arising out of, with respect to terminate and the Borrowers shall promptly pay all compensation or indemnification demanded by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 affected Lender 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 CompanySection 4.10.

Certain Limitations. The (a) Notwithstanding anything to the contrary in this Agreement, the Seller Securityholders shall not have any liability to the Buyer Indemnified Parties for any claims for indemnification provided for in Section 8.02 made by the Buyer Indemnified Parties pursuant to this Agreement except as satisfied out of and Section 8.03 shall be subject to the following limitations: amount in the General Escrow Account (a) Seller and the Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the such aggregate amount of all Losses in respect of indemnification under Section 8.02(a)amount, together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however provided, however, that the aggregate amount of all Losses for which Seller and/or the Company Cap shall be liable pursuant not apply to Section 8.02(a) any Damages based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Seller Fundamental Representations, together with Losses the indemnification covenants in respect of indemnification under Article VI, shall not exceed the Purchase PriceSection 6.13 or fraud or willful breach. (b) Buyer shall not be liable Notwithstanding anything to the contrary in this Agreement, no Seller Indemnitees Securityholder shall have any liability to the Buyer Indemnified Parties for any claims for indemnification under Section 8.03(a) until made by the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable Indemnified Parties pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses this Agreement based upon, arising out of, with respect to or by reason of any one or more breaches of any one or more of the fraudSeller Fundamental Representations or arising out of the indemnification covenants of Section 6.13 in excess of such Seller Securityholder’s pro rata share of such claim up to such Seller Securityholder’s pro rata share of $150,000,000 in the aggregate for all such claims (the “Fundamental Representation Cap”). (c) Notwithstanding anything to the contrary in this Agreement, no Seller Securityholder shall have any liability to the Buyer Indemnified Parties for any claims for indemnification made by the Buyer Indemnified Parties pursuant to this Agreement based upon, arising out of, or by reason of any one or more claims for fraud committed by the Seller or willful breach or intentional misrepresentation committed by the Seller in excess of Sellersuch Seller Securityholder’s pro rata share of such claim up to the Merger Consideration actually received by such Seller Securityholder in the aggregate for all such claims. Notwithstanding anything to the contrary in this Agreement, the Company Seller Securityholders shall not have any liability for indemnification claims, in the aggregate, including all recoveries pursuant to any and all claims under this Agreement, in excess of the Merger Consideration actually received by such Seller Securityholder. For the avoidance of doubt and notwithstanding anything in this Agreement, to the extent that an indemnification payment made pursuant to this Agreement is subject to a cap specified in this Section 9.4 or Buyerthe Net Cash Escrow Amount or the Tax Escrow Amount, as applicablesuch payment shall reduce all caps specified in this Section 9.4, if any, by the aggregate amount of such payments; provided that any indemnification payment made pursuant to this Article IX that is made out of the Tax Escrow Account shall not reduce the amount of the Cap. (d) For purposes Except in the case of fraud committed by the Seller or willful breach committed by the Seller, the Seller Securityholders shall not have any liability under this Article VIIIIX unless and until the aggregate amount of all Damages incurred by the Buyer Indemnified Parties and indemnifiable hereunder exceeds $500,000 (the “Basket”) and, any inaccuracy in or breach of any representation or warranty once such Damages reach the Basket, the Seller Securityholders shall be determined without regard required to any materialitypay only those Damages that are in excess of the Basket, Material Adverse Effect or other similar qualification contained subject to the limitations and provisions set forth in or otherwise applicable to such representation or warrantythis Article IX. (e) Any payment made The amount of any Damages payable by an the 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 shall be net of (i) any amounts actually recovered by the Indemnified Party under applicable insurance policies (less any directly resulting increases in respect premium), and (ii) any net Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Damages, to the extent such net Tax Benefit is realized, determined on a with and without basis, in the taxable year in which such payment for Damages was made. For the purposes of calculating the net Tax benefit under the foregoing sentence, Buyer shall have reasonable discretion to determine the amount of such claimTax benefit and shall have no obligation to share or disclose any of its Tax Returns in connection therewith with the Securityholders’ Representative, Seller or any of its Subsidiaries; provided such calculations are made in good faith. Each Indemnified Party shall use its commercially reasonable efforts to pursue recovery recover under all insurance policies for any Damages prior to seeking indemnification under this Agreement. (f) The Buyer Indemnified Parties shall not be entitled to recover under Article IX for lost profits, special, consequential, indirect or punitive damages; provided, however, that the foregoing limitation shall not preclude any indemnitee from claiming Damages based on diminution in value, including Damages calculated by application of a multiple, but a multiple will only be applied to the extent that (and other rights only to the extent that) the basis for such Damages is of recovery available a recurring nature. (g) Notwithstanding anything contained in this Agreement to it. If an the contrary, no Buyer Indemnified Party receives a recovery shall have any right to indemnification under this Article IX with respect to Losses any Damages to the extent such Damages (i) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof; or (ii) are duplicative of Damages that have previously been recovered (including, without limitation, amounts taken into account in the calculation of Merger Consideration, Initial Merger Consideration or Net Cash Balance). (h) For purposes of this Agreement and the transactions contemplated hereby, Buyer, Merger Sub and Seller acknowledge and agree (i) that they are not entitled to rely on any representations or warranties or other statements of fact or opinion, other than the representations and warranties expressly set forth in this Agreement, the Seller Disclosure Schedule and the Buyer Disclosure Schedule, and (ii) that in connection with the transactions set forth herein, Buyer has received certain estimates, projections, forecasts and similar forward-looking statements relating to the future operating and financial performance of Seller and its Subsidiaries and no representation or warranty is being made by or on behalf of Seller with respect to such matters. Buyer, Merger Sub and Seller also acknowledge and agree that anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Buyer Indemnified Parties, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (i) Notwithstanding anything to the contrary in this Agreement or the Escrow Agreement, Buyer and each of the other Buyer Indemnified Parties agree to keep the Securityholders’ Representative regularly informed regarding, and cooperate with the Securityholders’ Representative with respect to, any Tax for which the Seller Securityholders may have indemnification obligations pursuant to this Agreement and to use its commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby) upon Seller or any of its Subsidiaries or upon the Seller Securityholders. These efforts include negotiating in good faith with Governmental Authorities or any other Person to reduce any such Tax obligation. In the event that any Buyer Indemnified Party intends to pay any Tax for which the Seller Securityholders may have indemnification obligations pursuant to this Agreement for a Taxable period ending on or prior to the Closing Date, or portions thereof, for which a Governmental Authority or any other Person has been previously compensatednot sought payment or asserted that Buyer, the Surviving Corporation or any of their respective Subsidiaries owes any Taxes (or has not paid Taxes owed), Buyer shall provide written notice to the Securityholders’ Representative three (3) months prior to paying any such Indemnified Party amount. During such three (3)-month period, to the extent requested by the Securityholders’ Representative, Buyer and its Representatives shall remit meet in person with the Securityholders’ Representative and its Representatives so that the Securityholders’ Representative may provide Buyer with its view on payment of such amount and/or the amount of such proceedspayment, and their reasonable basis for believing such amounts should not be paid or that a lesser amount should be paid. Notwithstanding the foregoing, upon the expiration of such three (3)-month period, Buyer shall have the sole and exclusive right to determine whether or not to pay any such amounts. In the event that Buyer, the Surviving Corporation or their respective Subsidiaries enter into any compromise or settlement with regard to such Taxes with any Governmental Authority or any other Person in each case up which Buyer, the Surviving Corporation or any of their respective Subsidiaries receives a release from liabilities relating to such Taxes in connection with such compromise or settlement, Buyer shall use its commercially reasonable efforts to have such Governmental Authority or other Person enter into a release of the Seller Securityholders and the Securityholders’ Representative on the same terms as the release applicable to the amount previously paid by Buyer, the applicable Indemnifying Surviving Corporation or their respective Subsidiaries, as applicable. Nothing in this Section 9.4(i) shall be construed to limit Buyer’s right and ability to make an indemnification claim pursuant to this Agreement or the Escrow Agreement, provided a Buyer Indemnified Party complies with respect the terms of this Agreement and the Escrow Agreement, or to limit the Securityholders’ Representative’s right and ability to contest such Lossindemnification claim. For the avoidance of doubt, any claim for Taxes under this Agreement is subject to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights provisions of recovery to the extent Section 9.3 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 Companythis Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject (i) Notwithstanding anything herein to the following limitations: (a) Seller and the Company shall not be liable to the Buyer Indemnitees contrary, 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIIISection 10.1, any inaccuracy in or (A) a breach of any a representation or warranty shall be determined without regard 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 limitation or qualification as to materiality, Material Adverse Effect or other similar language, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined as if such representation and warranty had not contained any limitation or qualification contained as to materiality, Material Adverse Effect or similar language set forth in or otherwise applicable to such representation or warranty. (eii) Any payment The representations and warranties of Seller and the Company contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date; provided, however, that (A) the representations and warranties made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect Sections 4.1, 4.2, 4.3, 4.19, 4.20 and 4.23 shall survive indefinitely and (B) the representations and warranties made pursuant to Section 4.8 shall survive until 60 days after the expiration of the relevant statute of limitations, including any extension thereof, for the assessment or collection of any Tax. Neither the period of survival nor the liability of Seller with respect to Seller’s representations and warranties shall be reduced by any investigation made at any time by or on behalf of Buyer. If written notice of a claim, which sets forth the facts that Buyer believes, in good faith, constitute a reasonable basis for indemnification, has been given prior to the expiration of the applicable representations and warranties by Buyer to Seller or the Company, then the relevant representations and warranties shall survive as to such claim, until such claim will has been finally resolved. (iii) No indemnification pursuant to Section 10.1(a)(i) shall be required with respect to any individual Loss of Buyer, unless the aggregate of all Losses of Buyer described in Section 10.1(a)(i) with respect to of this Agreement shall exceed $25,000.00, in which case Seller shall be liable only for the Losses in excess of $25,000.00. (iv) Except in the case of actual fraud, the maximum aggregate amount of Losses against which Buyer shall be entitled to be indemnified under (A) Section 10.1(a)(i) with respect to all claims thereunder (other than with respect to claims for breach of a representation or warranty (x) that pursuant to Section 10.1(b)(ii) survive the Closing indefinitely and (y) in Section 4.8) shall be equal to 10% of the Purchase Price and (B) Section 10.1(a)(i) with respect to all claims for breaches of representation and warranty (x) that pursuant to Section 10.1(b)(ii) survive the Closing indefinitely and (y) in Section 4.8, shall be equal to the Purchase Price. (v) For purposes of this Article X, all Losses shall be computed net of any insurance coverage with respect thereto; provided, however, that, in all cases, the timing of the receipt or realization of insurance proceeds or other recovery realized by and paid to shall be taken into account in determining the amount of reduction of Losses. If the Indemnified Party elects to do so, the costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Indemnified Parties in respect of such claim. Each Indemnified Party pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer 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 reduce the total amount of insurance coverage received in connection with such proceedsLosses, 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 except to the extent of any Losses satisfied such costs and expenses are paid or reimbursed 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 Companyinsurer or other third party.

Certain Limitations. The indemnification provided for in Section 8.02 11.2 and Section 8.03 11.3 shall be subject to the following limitations: (a) Seller and the Company shall not be liable Each party’s liability with respect 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) 11.2 and Section 11.3 shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that be limited in the aggregate to an amount of all Losses for which Seller and/or the Company shall be liable pursuant equal 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. Notwithstanding the foregoing, Losses arising from claims based upon Fraud shall not capped. (b) No Buyer shall not Indemnitee will be liable entitled 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 Deductible, in which event Buyer shall be required to pay or be liable this Agreement for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, any Loss arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, any inaccuracy in or from a breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained set forth in or otherwise applicable to such representation or warranty. this Agreement (e) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect and the amount of any claim will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party Loss incurred in respect of such claim. Each Indemnified Party shall use commercially reasonable efforts breach will not be included in the calculation of any limitation on indemnification set forth in this Agreement) to pursue recovery under all insurance policies the extent that such Loss or Liability (A) is accurately and other rights of recovery available specifically accrued, provided or reserved for, or otherwise reflected or taken into account in the Interim Financial Statements (but only 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 extent of such proceedsaccrual or reserve); (B) arises from any item or matter that is included or otherwise taken into account in or was specifically raised as part of the settlement of items of the Adjustment Statement (including, for the avoidance of doubt, those items set forth in each case up the balance sheet included therewith delivered pursuant to Section 3.2(a)); or (C) arises out of changes in accounting principles or applicable Laws, rules, or regulations or interpretations thereof announced after the amount previously paid by the applicable Indemnifying Party with respect Closing Date. (c) Seller will not be required to such Loss, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights of recovery indemnify any Buyer Indemnitee to the extent of any Losses satisfied that are determined by Final Adjudication to have resulted from the Indemnifying Party hereunder. The Indemnified Party shall execute and deliver such instruments and papers as are necessary Fraud of a Buyer Indemnitee. (d) Seller will not be required to assign such rights and assist in the exercise thereof, including reasonable access indemnify any Buyer Indemnitee to the books extent any Loss is contingent, unless and records until such contingent Loss becomes an actual Loss of such Buyer Indemnitee that is due and payable; provided that, the foregoing shall not release Seller from its obligation under Article 11 (subject in all respects to the terms, conditions and limitations of this Article 11) to indemnify Buyer for the cost of defending any Third Party Claims with respect to contingent Losses which are brought and noticed in accordance with the requirements of this Article 11 prior to the expiration of the Companyapplicable survival period, and Buyer Indemnitees shall have the right to make a claim for indemnification with respect to a contingent Loss prior to the expiration of the applicable survival period set forth in Section 11.1, and if and to the extent such claim is duly noticed and the applicable Buyer Indemnitee states and advances the substance of the underlying claim (but not, for the avoidance of doubt, the amount of Losses, if the Losses remain contingent at such time) pursuant to the indemnification procedures set forth in this Article 11 prior to the expiration of the applicable survival period, Buyer Indemnitee shall be entitled to indemnification in respect of actual Loss incurred in respect of such claim following the expiration of the applicable survival period, subject in all respects to the other terms of Article 11, notwithstanding the expiration of the applicable survival period. No Buyer Indemnitee will have the right to assert and (A) claim for indemnification of a Loss or (B) claim with respect to which such person has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable.

Certain Limitations. The Buyer Indemnitees and Seller Indemnitees rights to indemnification provided for in Section 8.02 and Section 8.03 under this Article IX shall be subject to the following limitationslimited as follows: (a) Seller and the Company 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(a9.1. (b) until the aggregate amount The recovery of all Losses in respect by any Buyer Indemnitee pursuant to clause (i) or (ii) of indemnification under Section 8.02(a9.3(b), together with all Losses in respect recovered by other Buyer Indemnitees under such provision, shall be limited to an aggregate of $15,000,000. (c) The recovery of Losses by any Seller Indemnitee pursuant to Section 9.2, together with all Losses recovered by other Seller Indemnitees under such provision, shall be limited to an aggregate of $15,000,000, provided, however, that the foregoing limitation shall not apply to any claim for indemnification or rights of Seller under Article VI, exceeds $25,000 (the “Deductible”Sections 2.3(d), in which event 2.4(c) or 5.13. (d) No Buyer Indemnitee or Seller Indemnitee shall be required entitled to pay recover Losses pursuant to Section 9.3(b)(i) and (ii) or be liable for all such Section 9.2, respectively, unless: (i) the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall have suffered or incurred aggregate Losses otherwise recoverable under this Article IX in an amount in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company , and then recovery shall be liable pursuant permitted only to Section 8.02(athe extent of such excess; and (ii) after the Deductible has been met, the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that the aggregate amount of all have suffered or incurred 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 the individual Claim or by reason series of any inaccuracy related Claims that arise out of substantially the same facts and circumstances for which recovery is sought in or breach excess 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 Deductible$125,000, in which event Buyer case the full amount of such Losses shall be required recoverable, subject to pay or be liable for all such Losses in excess the limitations imposed by the other provisions of the Deductiblethis Section 9.4. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, any claim for indemnification (and the limitations set forth in Losses recoverable therefrom) that may be brought under both Section 8.04(a) 9.3(b)(i), on the one hand, and any other subsection of Section 8.04(b) 9.3, on the other hand, shall not apply be subject to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableany limitation specified in this Section 9.4(d). (de) 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 3.17, 3.21, 4.4 and 4.5, has been breached for purposes of this Article VIIIIX and determining the amount of Losses suffered thereby by any Buyer Indemnitee or Seller Indemnitee, as the case may be, each representation and warranty set forth in this Agreement (other than as aforesaid), and any inaccuracy qualification with respect to any such representation or warranty set forth in the TexStar Disclosure Schedule in the case of representations or warranties by the Seller, 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 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 IX 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 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 any Loss that gave rise to such Indemnified Party has been previously compensated, such Indemnified Party shall remit adjustment in the Aggregate Consideration pursuant to Section 2.3 to the extent of the amount of such proceeds, Loss given effect in each case up such adjustment to the Aggregate Consideration. (f) The amount previously of Losses required to be paid by the applicable Indemnifying Party with respect pursuant to such Loss, to the applicable Indemnifying Party. An Indemnifying Party this Article IX shall be subrogated to the Indemnified Party's rights of recovery reduced to the extent of any Losses satisfied tax benefits actually realized, or insurance proceeds directly or indirectly received 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 CompanyParty.

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 the Company 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, together with Losses in respect such Loss exceeds 2% of indemnification under Article VI, exceeds $25,000 the total value of the Consideration Units determined as of the close of trading on the CSE on the Closing Date (the “Deductible”), 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 in excess of that exceeds the Deductible. The aggregate amount of all Losses for which Seller and/or ; and (iii) notwithstanding any provision in this Agreement to the Company shall be liable pursuant to Section 8.02(acontrary, (A) shall not exceed 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 Sellers 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, 7.1 shall not exceed 15% of the Purchase Pricetotal value of the 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 Indemnified Parties pursuant to Sections 7.2 shall in no event exceed the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess total value of the Deductible. The aggregate amount Consideration Units determined as of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capclose of trading on the CSE on the Closing Date. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out ofof separate sets of facts, with respect to matters or by reason circumstances will not be treated as an individual Loss, even if each set of facts, matters or circumstances may be a breach of the fraudsame representation and warranty, willful breach and Losses of the same or intentional misrepresentation similar nature arising out of Sellerthe same or similar facts, the Company or Buyer, matters and circumstances will be treated as applicablean individual Loss. (d) For purposes of this Article VIII, any inaccuracy Payments by an Indemnifying Party in or breach respect of any representation or warranty Loss shall be determined without regard reduced by an amount equal to any materialityTax benefit realized, Material Adverse Effect or other similar qualification contained in or otherwise applicable reasonably expected to be realized, as a result of such representation or warrantyLoss by the Indemnified Party. (e) Any payment 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) 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 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 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 to has made a payment in respect of a Claim, an Indemnified Party pursuant to Article VIII 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 claim will be net event within 10 Business Days, pay to the Indemnifying Party, the lesser of any insurance proceeds (i) the amount of the Loss that was recovered or other recovery realized paid and (ii) the amount paid by and paid the Indemnifying Party 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 proceedsClaim, in each either case up to net of all reasonable out of pocket costs and expenses incurred in obtaining the amount previously recovery or payment and any Tax paid by the applicable Indemnifying Party with respect to or payable as a result of receiving 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 Companyor payment.

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 and the Company 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), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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(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 Deductible9.4, in which event Buyer shall be required entitled to pay or be liable for recover all such Losses in excess of the Deductible. 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 the foregoing, the limitations set forth in The maximum amount of Losses for which Purchaser shall be liable under Section 8.04(a) and Section 8.04(b) 9.3 shall not apply to Losses based upon, arising out of, with respect to or by reason of exceed the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableIndemnification Cap. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty Any Liability for indemnification hereunder shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable duplication of recovery by reason of the state of facts giving rise to such representation Liability constituting a breach of more than one representation, warranty, covenant or warrantyagreement or by reason of a Party receiving an adjustment to the Purchase Price in accordance with the terms of this Agreement in connection with the facts giving rise to the right of indemnification. (e) Any payment made Payments by an any Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of any claim will an indemnifiable Loss under this Article IX shall be net of (i) reduced by any insurance proceeds or other recovery realized actually received from a Third Party insurer (net of reasonable costs incurred 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, to enforce payment from such third-party insurer) by 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; and (ii) reduced by indemnification, 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 reimbursement, credits, rebates, refunds or other payments actually received by the Indemnifying Party hereunder. The such Indemnified Party shall execute and deliver with respect to such instruments and papers as are necessary Loss (net of reasonable costs incurred by such Indemnified Party to assign obtain such rights and assist in the exercise thereofindemnification, including reasonable access to the books and records of the Companyreimbursement, credits, rebates, refunds or other payments).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The representations 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 warranties made in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or this Agreement by the Company shall be liable pursuant deemed for all purposes to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (be qualified by the “Cap”); provided however that the aggregate amount of all Losses for which Seller and/or disclosures made in the Company shall be liable pursuant to Section 8.02(a) based uponDisclosure Schedule, arising out of, with respect to or by reason regardless of whether in the case of any inaccuracy in particular representation or breach of any warranty such representation or warranty refers to the specific section of the Fundamental RepresentationsCompany Disclosure Schedule in which disclosure is made or to any other portion thereof, together with Losses so long as the relevance of a disclosure to the matter in respect question in another portion of indemnification under Article VI, shall not exceed the Purchase PriceCompany Disclosure Schedule is reasonably apparent. (b) Buyer The parties hereto expressly acknowledge that regardless of the facts or circumstances, (i) no financial advisor, attorney, director, officer, employee, member, manager, stockholder or other representative of any party (a "REPRESENTATIVE") had, has or will have any duty to any other party in connection with this Agreement or the transaction contemplated hereby and (ii) no party will have any right of recovery against a Representative of any other party by reason of this Agreement or the transactions contemplated hereby on any theory, whether for alleged breach of contract, negligent misrepresentation, actual or constructive fraud, federal or state securities or other laws or otherwise; PROVIDED, HOWEVER, that nothing in this Section shall not be liable relieve any party of liability for the acts or omissions of its Representatives to the Seller Indemnitees for indemnification extent such liability attaches under Section 8.03(a) until the aggregate amount this Agreement or applicable principles of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Caplaw. (c) Notwithstanding The parties hereto hereby waive any and all claims or causes of action that might be asserted in connection with the foregoingtransactions contemplated by this Agreement, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the including under common law (including common law fraud, willful breach constructive fraud, negligent misrepresentation or intentional misrepresentation similar theories) or federal or state securities law including Rule 10b-5 under the Securities Exchange Act, trade regulation, environmental or other laws, except for claims or causes of Seller, action brought under and subject to the Company or Buyer, as applicableterms of this Agreement. (d) For purposes Each of the parties is a sophisticated legal entity that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Article VIIIAgreement, the events giving rise hereto and the transactions contemplated hereby, including the Merger (collectively, the "Transaction"). Accordingly, each of the parties hereby acknowledges and agrees (on behalf of itself and its affiliates) that: (i) No party has relied or will rely upon any written or oral information previously furnished to or discovered by it or its representatives (including without limitation data room information or oral or written information previously furnished by or on behalf of the Company in connection with the Transaction, including without limitation information furnished by the Company, any inaccuracy in or breach affiliate of any representation of the Company or warranty shall be determined without regard to any materialityof their respective Representatives, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.than this Agreement (including the Schedules hereto); (eii) Any payment made There are no representations or warranties by an Indemnifying Party to an Indemnified Party pursuant to Article VIII or on behalf of any party hereto, the Company, any of their respective affiliates or any Company Representative in respect of any claim will be net of any insurance proceeds or the Transaction other recovery realized by than those expressly set forth in this Agreement (including the Schedules hereto); and (iii) The parties' respective rights, obligations 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 remedies 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 Transaction will be solely pursuant 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 Companythis Agreement.

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 The SP Parties shall not be liable obligated to indemnify and hold harmless the Buyer Indemnitees for indemnification Retrocessionaire Indemnified Persons under Section 8.02(a7.2(a)(i) with respect to any claim, unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Retrocessionaire Indemnified Persons under Section 8.02(a), together with Losses in respect of indemnification under Article VI, 7.2(a)(i) exceeds $25,000 USD [*****] (the “Deductible”), in at which event Seller point the SP Parties shall be required liable to pay or be liable the Retrocessionaire Indemnified Persons for all such Losses the value of claims under Section 7.2(a)(i) that are in excess of the Deductible. The , subject to the limitations set forth in this Article VII; provided that the maximum aggregate amount liability of the SP Parties to all the Retrocessionaire Indemnified Persons for any or all Indemnifiable Losses for which Seller and/or the Company shall be liable pursuant to under Section 8.02(a7.2(a)(i) shall not exceed 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 PriceUSD [*****]. (b) Buyer shall not be liable The maximum aggregate liability of the SP Parties to all the Seller Indemnitees Retrocessionaire Indemnified Persons for indemnification any or all Indemnifiable Losses due to any breach of the covenants in Article V only under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.2(a)(iii) shall not exceed USD [*****]. The maximum aggregate liability of the CapRetrocessionaire to all the SP Indemnified Persons for any or all Indemnifiable Losses due to any breach of the covenants in Article V only under Section 7.2(b)(iii) shall not exceed USD [*****]. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Indemnitee shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights of recovery available mitigate or prevent such Indemnifiable Losses. (d) No Retrocessionaire Indemnified Person shall be entitled to it. If an Indemnified Party receives a recovery indemnification with respect to Losses any particular Indemnifiable Loss to the extent the related damages, losses, liabilities, obligations, costs, or expenses can be shown to have been provided for which such Indemnified Party or reserved against in the calculation of the Net Premium. (e) In the event a claim or any Action for indemnification under this Article VII has been previously compensatedfinally determined, such Indemnified Party shall remit the amount of such proceedsfinal determination shall be paid (i) if the Indemnitee is a Retrocessionaire Indemnified Person, by the SP Parties to the Retrocessionaire Indemnified Person and, (ii) if the Indemnitee is a SP Indemnified Person, by the Retrocessionaire to a SP Indemnified Person, in each case up on demand by wire transfer of immediately available funds to the amount previously paid an account designated by the applicable Indemnifying Party SP Parties or the Retrocessionaire, as applicable. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article VII when the Parties have so determined by mutual agreement or, if disputed, when a final non-appealable Order has been entered into with respect to such Loss, claim or Action. (f) Notwithstanding anything contained in this Agreement to the applicable Indemnifying contrary, in the event that any fact, event, or circumstance that results in an adjustment under Section 2.4 would also constitute a breach of or inaccuracy in any of the SP Parties’ representations, warranties, covenants, or agreements under this Agreement, the SP Parties shall have no obligation to 1008797259v13 indemnify any Retrocessionaire Indemnified Person with respect to such breach or inaccuracy provided the relevant adjustment has been made. (g) The Parties acknowledge and agree that, except (i) as provided in Section 2.4 and Section 9.7(g), (ii) equitable remedies that cannot be waived as a matter of law, or (iii) in the event that a Party is finally determined by a court of competent jurisdiction to have committed a fraud regarding such Party. An Indemnifying ’s representations, warranties, covenants or other agreements set forth in this Agreement or in any certificate furnished in connection with the Closing, if the Closing occurs, their sole and exclusive remedy following the Closing at law or equity with respect to this Agreement, the transactions contemplated hereby, or any other matter relating to any Party or its Affiliates prior to the Closing, in each case regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or in tort, whether at law or in equity, or otherwise, shall be subrogated pursuant 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 provisions set forth in the exercise thereof, including reasonable access to the books and records of the Companythis Article VII.

Certain Limitations. The indemnification provided for in Section 8.02 8.02, Section 8.03 and Section 8.03 8.04 shall be subject to the following limitations: (a) Seller and the Company Stockholders 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, thereof exceeds $25,000 150,000 (the “DeductibleBasket”), in at which event Seller ▇▇▇▇ ▇▇▇▇▇▇ and Stockholders shall be required to pay or be liable for all such indemnified Losses in excess from the first dollar, regardless of the DeductibleBasket. The aggregate amount Notwithstanding the foregoing, the Basket shall not be applicable to any claims in respect of all Losses any Fundamental Representations of Seller and the Stockholders, representations of Seller and Stockholders under Section 4.19 (Taxes) and Section 4.15 (Environmental Matters), claims for which Seller and/or the Company shall be liable indemnification pursuant to Section 8.02(a8.02(b), Section 8.02(c), Section 8.02(d) shall not exceed 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 PriceFraud Claims. (b) Buyer and Newpark 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) thereof exceeds the DeductibleBasket, in at which event time Buyer and Newpark shall be required to pay or be liable for all such indemnified Losses in excess from the first dollar, regardless of the DeductibleBasket. The Notwithstanding the foregoing, the Basket shall not be applicable to any claims in respect of any Fundamental Representations of Buyer and Newpark, claims for indemnification pursuant to Section 8.03(b) or Fraud Claims. (c) No Stockholder shall be liable to Buyer Indemnitees for indemnification under Section 8.04(a) until the aggregate amount of all Losses for in respect thereof exceeds the Basket, at which Buyer time the Stockholder shall be required to pay or be liable pursuant to Section 8.03(a) shall not exceed for all indemnified Losses from the Cap. (c) first dollar, regardless of the Basket. Notwithstanding the foregoing, the limitations set forth Basket shall not be applicable to any claims in Section 8.04(a) and respect of any Fundamental Representations of the Stockholders, claims for indemnification pursuant to Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableFraud Claims. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty warranty, and any damages resulting therefrom 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 With respect to an Indemnified Party pursuant Seller’s and the Stockholders’ indemnity obligations under Section 8.02(a), the aggregate liability of Seller and the Stockholders to Article VIII indemnify Buyer Indemnitees from and against any such Losses under Section 8.02(a) shall not exceed the amount of the Cash Escrow Fund (the “Cap”); provided that the Cap shall not be applicable to any claims in respect of any claim will Fundamental Representations of Seller or Stockholders, representations of Seller and Stockholders under Section 4.19 (Taxes) and Section 4.15 (Environmental Matters), claims for indemnification pursuant to Section 8.02(b), Section 8.02(c), or Section 8.02(d) or Fraud Claims. (f) The source of indemnification of Buyer Indemnitees for any Losses pursuant to Section 8.02(a) that are covered by the R&W Insurance Policy shall (after satisfying the Basket, as and if applicable) be net of any insurance proceeds or other recovery realized paid (i) first from the Cash Escrow Fund, (ii) then by the R&W Insurance Policy in accordance with the terms thereof and paid (iii) only to the Indemnified Party in respect extent such Losses involve a breach of such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies the Fundamental Representations or a breach of Section 4.19 (Taxes) or Section 4.15 (Environmental Matters), and other rights exceeds the aggregate 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 both the amount of such proceeds, in each case up to the amount previously paid by remaining Cash Escrow Funds and the applicable Indemnifying Party policy limit under the R&W Insurance Policy with respect to such claim, jointly and severally from the Seller and Stockholders, provided, that (x) Buyer may elect to seek recovery of such Losses from the Stock Escrow Shares prior to seeking recovery directly from the Seller and the Stockholders, and (y) in no event shall such recovery against a Stockholder exceed the portion of the Purchase Price actually received by such Stockholder (including any Stock Escrow Shares attributable to such Stockholder’s percentage ownership interest in the Seller). (g) The source of indemnification of Buyer Indemnitees for any Losses pursuant to Section 8.02(a) that are not covered by the R&W Insurance Policy, or pursuant to Section 8.02(b), Section 8.02(c) or Section 8.02(d) shall (after satisfying the Basket, as and if applicable) be paid (i) first from the Stock Escrow Shares, (ii) then, at Buyer’s sole discretion, from the Cash Escrow Fund and (iii) jointly and severally from the Seller and Stockholders, provided, that in no event shall such recovery against a Stockholder exceed the portion of the Purchase Price actually received by such Stockholder (including any Stock Escrow Shares attributable to such Stockholder’s percentage ownership in the Seller). For purposes hereof, the number of Stock Escrow Shares to be delivered pursuant to this Section 8.05(g) shall be that number determined by dividing (x) the amount of the Loss, by (ii) the Newpark Volume-Weighted Average Price. (h) With respect to Buyer’s and Newpark’s indemnity obligations under Section 8.03(a), the applicable Indemnifying Party. An Indemnifying Party shall be subrogated aggregate liability of Buyer and Newpark to the Indemnified Party's rights of recovery to the extent of indemnify Seller Indemnitees from and against any Losses satisfied by shall not exceed the Indemnifying Party hereunder. The Indemnified Party Cap; provided that the Cap shall execute not be applicable to any claims in respect of Fundamental Representations of Buyer and deliver such instruments and papers as are necessary Newpark, claims for indemnification pursuant to assign such rights and assist in the exercise thereof, including reasonable access to the books and records of the CompanySection 8.03(b) or Fraud Claims.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and Notwithstanding the Company shall not be liable other provisions of this Agreement to the Buyer Indemnitees contrary, neither Seller shall have any indemnification obligations for indemnification misrepresentation or breach of warranty under Section 8.02(a9.1(a)(iii) unless and until the aggregate amount of all Losses in respect of indemnification suffered by Purchaser under Section 8.02(a), together with Losses in respect of 9.1(a)(iii) for which Purchaser would be entitled to indemnification under Article VI, exceeds $25,000 5,000,000 (the “DeductiblePurchaser Threshold”), in which event Seller whereupon, provided the other requirements of this Article IX have been complied with, Sellers shall be required to pay or be liable indemnify and hold Purchaser harmless for all such Losses in excess of the Deductible. The aggregate amount $1,000,000 as herein provided; except that: (i) Purchaser shall not have any right to indemnification with respect to any individual Loss arising from a misrepresentation or breach of all Losses for which Seller and/or the Company warranty that is less than $35,000; (ii) no such Loss shall be liable pursuant taken into account in determining whether, or to Section 8.02(awhat extent to which, the Purchaser Threshold has been met or exceeded; and (iii) shall not exceed 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 recoverable under Section 9.1(a)(iii) by Purchaser shall be liable pursuant limited to $26,000,000; provided, however, that the foregoing limitations for indemnification contained in this Section 8.02(a9.6 shall not apply to Losses which arise from a breach of representations and warranties (x) based uponcontained in Sections 3.2 (Corporate Authority; Binding Effect), arising out of3.3 (Conveyed Companies; Capital Structure), and 3,16 (Taxes), or (y) contained in this Agreement if such Losses have been finally adjudicated to have arisen directly from the pre-Closing willful misconduct or fraudulent acts of any Business Employee, Seller Corporation or Conveyed Company (it being understood that to the extent any such Losses resulted from the continuing willful misconduct or fraudulent acts after the Closing, the Sellers’ indemnification obligation under this Section 9.6(a)(y) shall be limited to the Losses allocable to the pre-Closing period willful misconduct or fraudulent acts); and provided, further, that Sellers shall in no event have any obligation to Purchaser with respect to aggregate Losses recoverable by Purchaser as provided in the immediately preceding proviso under Section 9.1 (a) or by reason of any inaccuracy Article VIII in or breach of any excess of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Aggregate Purchase Price. (b) Buyer Notwithstanding the other provisions of this Agreement to the contrary, Purchaser shall not be liable to the Seller Indemnitees have any indemnification obligations for indemnification misrepresentation or breach of warranty under Section 8.03(a9.2(a)(iii) unless and until the aggregate amount of all Losses in respect of indemnification suffered by Sellers under Section 8.03(a9.2(a)(iii) for which it would be entitled to indemnification exceeds $1,300,000 (the Deductible“Seller Threshold”), in which event Buyer whereupon, provided the other requirements of this Article IX have been complied with, Purchaser shall be required to pay or be liable indemnify and hold harmless Sellers for all such Losses in excess of as herein provided; except that the Deductible. The aggregate amount of all Losses for which Buyer recoverable under Section 9.2(a)(iii) by Sellers shall be liable pursuant limited to $26,000,000; provided, however, that the foregoing limitations for indemnification contained in this Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) 9.6 shall not apply to Losses based uponwhich arise from a breach of representations and warranties contained’ in Section 4.2 (Corporate Authority) or Section 12.1(c); and provided, arising out offurther, that Purchaser shall in no event have any obligation to Sellers with respect to aggregate Losses recoverable by Sellers as provided in the immediately preceding proviso under Section 9.2(a) or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 excess of the CompanyAggregate Purchase Price.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and Except in the case of Fraud, willful misconduct and/or indemnification claims related to any breach of or inaccuracy in the Company shall Fundamental Representations, the Parent Indemnified Parties, as a group, may not be liable recover any Losses pursuant to the Buyer Indemnitees for an indemnification claim under Section 8.02(a6.2(a)(i) unless and until the aggregate amount of all Parent Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $500,000 in Losses in respect of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 the aggregate (the “Deductible”), in at which event Seller time the Parent Indemnified Parties shall be required entitled to pay or be liable for all such recover only Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or , subject to the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 other limitations in or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Pricethis Agreement. (b) Buyer shall not be liable Subject to the Seller Indemnitees limitations set forth in this Section 6.3, the Parent Indemnified Parties shall be entitled to bring indemnification claims directly against the Company Stockholders (in accordance with each Company Stockholder’s Pro Rata Share); provided that any Losses with respect to such claims shall be recovered (i) first, from the Holdback Shares; and (ii) second, to the extent the Holdback Shares are insufficient to satisfy such claims, directly from the Company Stockholders; provided, further, that, except in the case of Fraud or willful misconduct, in no event shall the liability of the Company Stockholders for indemnification claims under Section 8.03(a6.2(a)(i) until (except in the case of indemnification claims related to any breach of or inaccuracy in the Company Fundamental Representations) exceed the value of the Holdback Shares in the aggregate; provided, further, that in no event shall the aggregate liability of Company Stockholders for all indemnification claims under this Agreement exceed the amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapTotal Merger Consideration. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) The amount of any Losses that are subject to indemnification under this Article VI shall not apply to Losses based upon, arising out of, with respect to or by reason be calculated net of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 amount of any insurance proceeds proceeds, indemnification payments or other recovery realized reimbursements actually received by and paid to the Indemnified Party Parties from third parties in respect of such claimLosses (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments resulting from such recovery). Each The Indemnified Party shall use commercially reasonable efforts to pursue recovery payment by the insurer of proceeds from any insurance policy reasonably applicable to cover such Losses. (d) For the avoidance of doubt, any Losses for indemnification under all insurance policies and other rights this Agreement shall be determined without duplication 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 due to the amount previously paid by the applicable Indemnifying Party with respect facts giving rise to such LossLosses constituting (i) a breach of more than one representation, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights warranty, covenant or agreement, or (ii) a claim under more than one subsection of recovery to the extent of any Losses satisfied by the Indemnifying Party hereunder. Section 6.2(a). (e) The Indemnified Party shall execute use commercially reasonable efforts to take, and deliver such instruments and papers as are direct its Subsidiaries 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 a reasonable extent necessary to assign remedy the breach that gives rise to such rights Loss; provided, however, neither the Indemnified Party nor any of its Subsidiaries will have any obligation to take any action (i) that would reasonably be expected to result in any material costs and assist expenses that do not constitute Losses or (ii) that the Indemnified Party determines in good faith would reasonably be expected to materially adversely affect its reputation. (f) The parties hereto acknowledge and agree that the exercise thereofsole and exclusive remedy for the parties with respect to any and all claims for any breach of any representation, including reasonable access warranty, covenant, agreement or obligation set forth herein or otherwise resulting from or arising out of this Agreement will be pursuant to the books and records indemnification provisions set forth in this Article VI; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any party of (i) any right to specific performance, equitable or injunctive relief; (ii) any right or remedy of a party under any Related Agreement to which it is party; or (iii) any right or remedy with respect to Fraud. (g) For purposes of determining the value of the CompanyHoldback Shares under this Article VI, the value of one Holdback Share shall equal the Parent Common Stock Price as of the Closing Date.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitationscontrary, neither Buyer nor Sellers, as the case may be as Indemnifying Parties, shall have any obligation to indemnify or otherwise be liable to Sellers or Buyer, as the case may be as Claimant: (a) Seller except regarding claims described in subsection (b) below and Section 10.7 below (with respect to Sections 3.1, 3.3, 3.4(b) and 3.5(b)), with respect to any claim by Buyer that the Company Sellers or the Company, or by Sellers that Buyer, shall not have breached its representations or warranties contained in this Agreement , or has failed to comply with its covenants contained herein which are to be liable performed at or prior to Closing: (1) unless notice of such claim is given prior to the Buyer Indemnitees for indemnification under Section 8.02(asecond anniversary of the Closing Date; (2) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a)for which Buyer or Sellers, together with Losses in respect of indemnification under Article VIas the case may be as Indemnifying Parties, exceeds $25,000 would otherwise (the “Deductible”), in which event Seller shall be required to pay or be but for this provision) have been liable for all on account of such Losses in excess of the Deductible. The aggregate amount of all Losses claim and other claims for which Seller and/or Sellers or Buyer, as the Company shall case may be liable pursuant to Section 8.02(a) as Claimant, shall not have been indemnified, shall exceed Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) and then only for such excess, provided, however, that such threshold shall not apply with respect to claims among the parties with respect to amounts owed under Sections 2.4, 6.8 or 11.1, or with respect to the Lawsuit; and (3) with respect to any and all claims by Buyer as Claimant, only to the “Cap”); provided however that extent of the aggregate amount balance of all Losses for which Seller and/or the Company shall be liable Indemnity Fund (including any amounts being added thereto 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 Price10.7(b)). (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or any claim by reason of Buyer as the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, Claimant that any Seller as applicable. (d) For purposes of this Article VIII, 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 shall have breached its representations or warranties in Sections 3.1, 3.3, 3.4(b) and 3.5(b), notice of such claim is given 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 such Seller prior to the Indemnified Party in respect expiration 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 statute 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 Companylimitations.

Certain Limitations. The indemnification provided for In the event that a registration (or portion thereof) hereunder is underwritten (at the election of the Investors as described in Section 8.02 2(e)), and Section 8.03 to the extent that the managing underwriter shall be subject of the opinion (and shall state so in writing) that the inclusion of all such securities would adversely affect the marketing of the securities (including Registrable Securities) to be sold by the Company or any Investor, then the number of securities that may be included in the underwriting shall be allocated, first, to the following limitations: (a) Seller Investors, allocated among the Investors on a pro rata basis based on the total number of Registrable Securities held by the Investors and second, only if the Investors are able to have all of their Registrable Securities included, to the Company shall not be liable and other holders of registration rights to the Buyer Indemnitees for indemnification under extent they are participating in such offering. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any contrary provision in this 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 (the “Deductible”2(f), in the event that there is an underwritten offering of securities of the Company pursuant to a registration statement covering Registrable Securities and a selling holder of Registrable Securities does not elect to sell his, her or its Registrable Securities to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Registrable Securities not registered pursuant to this Section 2(f) during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Registrable Securities commencing on the sixtieth (60th) day after the effective date of such registration statement. In the event Seller that a registration, or portion thereof, is underwritten, and the managing underwriter shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company opinion (and shall so state in writing) that it is advisable that a new registration statement be liable pursuant to Section 8.02(a) shall not exceed 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, filed with respect to or by reason the Registrable Securities to be sold in such underwritten offering, then the Company's obligation to prepare and file such additional registration statement in accordance with Section 2(a) and the other provisions of any inaccuracy this Agreement shall be in or breach addition to, and not in lieu of, its obligations to file and maintain the effectiveness 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 a Registration Statement under Section 8.03(a2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductiblehereof. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Company shall not apply only be obligated to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 file one such representation or warranty. (e) Any payment made by an Indemnifying Party to an Indemnified Party additional registration statement 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 Companyprevious sentence.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Impracticability. Seller and the Company shall not be liable required to provide or cause to be provided any Service to the Buyer Indemnitees for indemnification under Section 8.02(a) until extent the aggregate amount performance of all Losses in respect such Service is made impossible or impracticable due to any act or omission of indemnification under Section 8.02(a), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller shall be required to pay Purchaser or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Representationsits subsidiaries. In addition, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. (b) Buyer Seller shall not be liable obligated to provide or cause to be provided any Services to Purchaser (i) to the extent that providing such Services materially compromises or would reasonably be expected to materially compromise (as determined by Seller Indemnitees for indemnification under Section 8.03(ain good faith) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer shall be required to pay any confidential or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation proprietary information of Seller, or (ii) to the Company extent that providing such Services breaches or Buyer, would reasonably be expected to result in a breach (as applicable. (ddetermined by Seller in good faith) For purposes of Seller’s contractual commitments that are in existence as of the Effective Date. Seller represents that it is not aware of any contractual commitments of Seller which would be violated by the execution and delivery of this Article VIIIAgreement or the performance of its obligations hereunder. In addition, the obligations of Seller to provide Services hereunder shall be suspended during the period and to the extent that Seller is prevented from complying therewith by any inaccuracy Law or by any cause beyond the reasonable control of Seller, including acts of God, strikes, lock outs and other labor disputes and disturbances, civil disturbances, accidents, terrorism, acts of war or conditions arising out of or attributable to war (whether declared or undeclared), shortage of necessary equipment, materials or labor, or restrictions thereon or limitations upon the use thereof, and delays in or breach transportation. In the event of any representation such condition of impossibility or warranty impracticability contemplated by this Section 1.8(a), Seller shall be determined without regard promptly provide written notice 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 Purchaser of such claim. Each Indemnified Party shall impossibility or impracticability, and 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 avoid or remove the amount cause of such proceeds, in each case up to impossibility or impracticability. Seller shall resume the amount previously paid by performance of such obligations as soon as reasonably practicable after 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 removal of the Companycause and Seller4 ***Confidential Treatment Requested shall so notify Purchaser.

Certain Limitations. The indemnification provided for in Section 8.02 (i) For each Holder who is an "insider" of AXT ▇▇ who may be deemed to be an Affiliate of AXT, ▇▇T ▇▇▇ll keep effective each Demand Registration Statement filed pursuant to SECTION 2(a) and Section 8.03 shall be subject each Piggyback Registration Statement which includes Registrable Securities of a Requesting Holder pursuant to SECTION 2(b) during such periods as directors, officers and Affiliates of AXT ▇▇▇ permitted to purchase and sell AXT ▇▇▇mon Stock pursuant to the following limitations:insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇icies of AXT (▇▇bject to the right of AXT ▇▇ suspend use of a prospectus pursuant to SECTION 3(b)) and, notwithstanding the provisions of SECTION 3(a) (ai) Seller and any other provision of this Agreement to the Company contrary, shall not be liable required to keep any such registration statement effective at any other time. By making a registration request or selling any Registrable Securities pursuant to any such registration statement, each such Holder who is an insider or Affiliate of AXT ▇▇▇ees that the Buyer Indemnitees right of such Holder to resell Registrable Securities pursuant to any such registration statement hereunder shall be suspended, unless otherwise agreed by AXT, ▇▇enever AXT "▇▇siders" (as defined in the AXT ▇▇▇i▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇icy furnished to such Holders and any amendments thereto hereafter furnished to such Holders) are restricted from trading capital stock of AXT (▇ "RESTRICTED PERIOD"). Unless otherwise specified by AXT ▇▇ written notice to such Holders who are insiders or Affiliates of AXT, ▇▇e term "RESTRICTED PERIOD" shall include the period commencing at the opening of trading on the first day of the third month of each fiscal quarter of AXT ▇▇▇ expiring at the close of trading on the second full trading day following release of AXT ▇▇▇ancial results 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 such fiscal quarter (the “Deductible”)or, in which event Seller the case of the fourth quarter of each year, for the fiscal year). If a Restricted Period shall commence or shall expire or terminate on any other date, AXT ▇▇▇ll provide advance written notice of such commencement and prompt written notice of such expiration or termination. (ii) Notwithstanding any other provision of this Agreement, AXT ▇▇▇ll be required entitled to pay or be liable postpone the declaration of effectiveness of any Demand Registration Statement filed pursuant to SECTION 2(a) and any Piggyback Registration Statement filed pursuant to SECTION 2(b) for all such Losses a reasonable period of time, but not in excess of ninety (90) calendar days after the Deductible. The aggregate amount date the SEC has informed AXT ▇▇▇t the registration statement will not be reviewed or that the SEC has no further comments with regard to the registration statement, if the chief executive officer of all Losses for AXT, ▇▇ting in good faith, determines that there exists material nonpublic information about AXT ▇▇▇ch the Board of Directors of AXT ▇▇▇s not wish to disclose in a registration statement which Seller and/or information would otherwise be required by the Company shall Securities Act to be liable disclosed in any Demand Registration Statement filed pursuant to Section 8.02(aSECTION 2(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”); provided however that the aggregate amount or any Piggyback Registration Statement which includes Registrable Securities of all Losses for which Seller and/or the Company shall be liable a Holder pursuant to Section 8.02(aSECTION 2(b). (iii) based uponWith respect to any Demand Registration Statement filed pursuant to SECTION 2(a) and any Piggyback Registration Statement which includes securities of a Requesting Holding pursuant to SECTION 2(b) or any post-effective amendment, arising out ofwhen the same has become effective; AXT ▇▇▇ll notify each Holder (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus or for additional information relating to the registration statement, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by AXT ▇▇ any notification with respect to the suspension of the qualification or by reason of any inaccuracy in or breach exemption from qualification of any of the Fundamental RepresentationsRegistrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, together with Losses or (iv) of the happening of any event which makes any statement made in the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of indemnification any changes in the registration statement or prospectus so that, in the case of the registration statement, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under Article VIwhich they were made, shall not exceed misleading. In such event, AXT ▇▇▇ suspend use of the Purchase Price. (b) Buyer shall not be liable prospectus on written notice 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 Deductibleeach Holder, in which event Buyer case each Holder shall be required not dispose of Registrable Securities covered by the registration statement or prospectus until copies of a supplemented or amended prospectus are distributed to pay the Holders or be liable for all such Losses until the Holders are advised in excess writing by AXT ▇▇▇t the use of the Deductibleapplicable prospectus may be resumed. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 AXT ▇▇▇ll use its commercially reasonable efforts to pursue recovery under all insurance policies and ensure that the use of the prospectus may be resumed as soon as practicable. AXT ▇▇▇ll use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the earliest practicable moment. AXT ▇▇▇ll, upon the occurrence of any event contemplated by clause (iv), prepare a supplement or post-effective amendment to the registration statement or a supplement to the related prospectus or any document incorporated therein by reference or file any other rights required document so that, as thereafter delivered to the purchasers of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses for which such Indemnified Party has been previously compensatedthe Registrable Securities being sold thereunder, such Indemnified Party shall remit prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the amount of such proceedsstatements therein, 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 light of the Companycircumstances under which they were made, not misleading.

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 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), together with Losses in respect of indemnification under Article VI, Damages incurred by the Buyer Indemnified Parties exceeds $25,000 250,000 (the “DeductibleDeductible Amount”), in which event Seller shall be required to pay or be liable for all such Losses Damages only to the extent they are in excess of the Deductible. The aggregate amount Deductible Amount; provided that none of all Losses for which Seller and/or the Company shall be liable pursuant to limitations in this Section 8.02(a9.5(a) shall not exceed Two Hundred Fifty Thousand Dollars apply to ($250,000x) (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 (y) Section 4.8 (Taxes) or (z) any payment obligations in respect of indemnification under Article VI, shall not exceed the Purchase PriceSeller 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. 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 the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason For purposes of the fraudindemnification obligations in this Article IX only, willful breach in determining the amount of any Damages in connection therewith, any materiality, material adverse effect or intentional misrepresentation of Seller, the Company Material Adverse Effect qualifiers in such representations or Buyer, as applicablewarranties shall be disregarded. (d) For purposes 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 Article VIIIAgreement, any inaccuracy in Buyer or breach of any representation or warranty Seller, as applicable, shall only be determined without regard entitled 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 indemnified once in respect of such claimset of facts and shall not be entitled to double recovery hereunder. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights of recovery available to it. If Notwithstanding the foregoing, an Indemnified Party receives will be entitled to seek recovery under such provisions of this Agreement that maximize its recovery (e.g., if particular losses would be subject to the Deductible Amount if a recovery with respect claim were made under one provision, but would not be subject to Losses for which such the Deductible Amount if made under another provision, then the Indemnified Party has been previously compensated, such Indemnified Party shall remit may seek recovery under the amount of such proceeds, in each case up provision that is not subject 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 CompanyDeductible Amount).

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 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), together with Losses in respect of indemnification under Article VI, exceeds $25,000 (the “Deductible”), in which event Seller by Purchaser Indemnified Parties shall be required limited to pay or be liable for all such Losses in excess a maximum of the Deductible. The aggregate amount 33?% of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 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 Deductible, in which event Buyer shall be required to pay or be liable for all each such Losses in excess of the Deductible. 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 contained herein to the foregoingcontrary, Purchaser shall not be obligated to make any indemnification payment under Section 10.1(b)(i) unless and until the limitations set forth aggregate Seller Losses sustained by Seller Indemnified Parties (calculated as specified in Section 8.04(a10.2(a)) for all claims that meet or exceed $100,000 (the "Minimum Claim Threshold") exceed ----------------------- $5,000,000 (the "Deductible"), and Section 8.04(b) shall not apply to Losses based upon, arising out of, then any indemnification with respect to or ---------- Seller Losses shall be made by reason 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 the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicableeach such claim. (d) For purposes The representations and warranties of this Article VIII, 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 Seller contained in or otherwise applicable 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 Sections 4.6(a), 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 representation or warrantyrepresentations and warranties and that the representations and warranties set forth in Section 4.14 shall survive until the third anniversary of the Closing Date. (e) Any payment The remedies provided for in this Article X constitute the sole and exclusive remedy for claims for Purchaser Losses or Seller Losses caused by or arising out of breach of warranty or inaccurate or erroneous representation. Such claims may be made by an Indemnifying Party to an Indemnified Party only pursuant to Article VIII X and only by written notice within the survival period of such representation and warranty provided for in Section 10.2(d). (f) The obligations to indemnify and hold harmless a party hereto pursuant to this Article X shall terminate when the applicable representation and warranty terminates pursuant to Section 10.2(d); provided, however, that -------- ------- such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of any the applicable period, previously made a claim will be net of any insurance proceeds or other recovery realized by and paid to delivering a notice (stating in reasonable detail the Indemnified Party in respect basis 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 Companyindemnifying person.

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 and the Company ), 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(a)the Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together with Losses in respect of indemnification under Article VI, together) exceeds $25,000 a total amount equal to USD 250,000 (the “DeductibleBasket 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 in excess of the Deductible. The aggregate entire amount of all Losses for which Seller and/or such Damages including the Company shall be liable pursuant to Section 8.02(a) shall not exceed 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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the DeductibleBasket 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 the foregoing, the limitations set forth in this Section 8.04(a9.3 (a) and Section 8.04(b) shall do not apply in the case of fraud, intentional misrepresentation, or willful or criminal misconduct. 56 (b) Notwithstanding anything to Losses based uponthe contrary herein or in the other Transaction Agreements, arising out ofthe maximum aggregate Liabilities of Sellers pursuant to this Agreement or in the other Transaction Agreements, with respect shall in no event exceed an amount equal to or by reason 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 breach or intentional misrepresentation 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 Seller, this Agreement or the Company or Buyer, as applicableother Transaction Agreements for the same Damages. (d) For purposes of this Article VIII, 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 Notwithstanding anything 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 contrary herein or in the exercise thereofother Transaction Agreements, including reasonable access except in the 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 books and records loss of the Companybusiness opportunity; punitive or exemplary damages; or any other indirect, consequential or special loss or damage.

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 Notwithstanding anything in this Agreement to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate contrary, no Indemnified Party shall be entitled to receive any amount of all Losses in respect of any indemnification claims under Section 8.02(a), together with or Section 8.03(a), as the case may be, unless and until the aggregate of all Losses in respect of indemnification under Article VI, incurred or suffered by such Indemnified Party exceeds Fifty Thousand and No/100 Dollars ($25,000 50,000.00) (the “DeductibleBasket”), in which event Seller the Indemnified Party shall be required entitled to pay or be liable recover for all Losses from the first dollar of such Losses in excess of the DeductibleLoss. The aggregate amount of all Losses for which Seller and/or the Company an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, shall not exceed Two Hundred Fifty Thousand Four Million and No/100 Dollars ($250,0004,000,000) (the “Cap”); provided however , provided, however, that notwithstanding the aggregate amount of all Losses for which Seller and/or foregoing, neither the Company Basket nor the Cap shall be liable pursuant applied to Section 8.02(a) based upon, arising out any claim or recovery of such Losses related to any violation of, with respect to non-fulfillment of, non-compliance with, or by reason of any inaccuracy breach of, any representation or warranty contained in or breach of any of the Fundamental Representations, together or any claim arising from intentional and actual fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement. For purposes of determining the amount of Losses in respect pursuant to this Article VIII, the representations and warranties of indemnification under Article VI, any party shall not exceed the Purchase Pricebe deemed qualified by any references to materiality or to Material Adverse Effect. (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Payments by an Indemnifying Party to an Indemnified Party pursuant to this Article VIII in respect of any claim will Losses shall be net limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other recovery realized similar payment actually received by and paid to the Indemnified Party in respect of any such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all , less any related costs and expenses, including the aggregate cost of pursuing any related insurance policies claims and any related increases in insurance premiums or 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 hereunderchargebacks. The Indemnified Party shall execute and deliver such instruments and papers as are necessary use all commercially reasonable efforts to assign such rights and assist in recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. For purposes of the exercise thereofforegoing sentence, “commercially reasonable efforts” shall not include the filing of any lawsuit, arbitration, or other similar action. (c) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including reasonable access loss of future revenue or income, loss of business reputation or opportunity relating to the books breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (whether used for calculating the Purchase Price or otherwise). (d) Prior to seeking recovery against Seller or any Principal Stockholder for any Losses under Section 8.02, Buyers shall make such claim against the R&W Insurance Policy; if such claim is not paid in full by the R&W Insurance Policy for any reason (including because of any retention, exclusion or policy limit applicable to such R&W Insurance Policy), then Buyers may seek recovery for such remaining Losses against the Escrow Amount, subject to the limitations set forth in this Article VIII, then if such claim is still not paid in full by the R&W Insurance Policy and/or the Escrow Amount, Buyer shall have the right to make such claim against the Principal Stockholders and records of the CompanySeller, subject to the limitations set forth in this Article VIII.

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 the Company 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(a), together with Losses in respect of indemnification under Article VI, Buyer exceeds One Million Dollars ($25,000 1,000,000) (the “Deductible”), in which event Seller shall be required "Threshold Amount") (and then only to pay or be liable for all the extent such Losses in losses exceed the excess of the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000)) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the “Cap”); provided however that Environmental Threshold Amount (such excess being the "Excess Amount") and (ii) the aggregate amount of all Losses for which Seller and/or losses of Buyer is less than the Company shall be liable excess of Fifty Million Dollars) ($50,000,000) over any amounts expended by Buyer pursuant to Section 8.02(a) based upon6.15, arising out of, or with respect to or by reason of any inaccuracy which Buyer receives a proration in or breach of any of its favor under Section 6.15 (such excess being the Fundamental Representations"Indemnity Cap"); provided, together with Losses in respect of indemnification under Article VI, shall not exceed the Purchase Price. (b) Buyer foregoing shall not be liable applicable to any amounts owed in connection with the Seller Indemnitees for indemnification under Section 8.03(a) until Purchase Price or the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Buyer proration adjustment thereof. In determining whether Sellers shall be required obligated to pay or be liable for all such Losses indemnify Buyer under this Section 10, once the Threshold Amount has been satisfied, each representation and warranty and each covenant contained in excess of the Deductible. The aggregate amount of all Losses this Agreement for which Buyer indemnity may be sought hereunder shall be liable pursuant read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to Section 8.03(amateriality (including Material Adverse Effect) shall not exceed the Capqualifications that may be contained therein. (c) Notwithstanding any other provision of this Agreement to the foregoingcontrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) no event shall not apply a party be entitled to Losses based uponindemnification for such party's consequential or punitive damages, arising out of, with respect to or by reason regardless of the fraud, willful breach or intentional misrepresentation theory of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 claimrecovery. Each Indemnified Party shall party hereto agrees to 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 mitigate any losses which form the basis 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 claim for indemnification 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 9(b) and Section 8.03 9(c) shall be subject to the following limitations:: 66 (ai) Seller and the Company 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(a), together with Losses in respect 9(b)(i) exceeds an amount equal to one percent (1%) of indemnification under Article VI, exceeds $25,000 the Premium (the “DeductibleBasket”), 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 in excess of that equal or exceed the Deductible. The aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Cap”)Basket; provided however provided, however, that the aggregate amount of all Losses for which Seller and/or shall be liable, in the Company aggregate, pursuant to Section 9(b)(i) shall not exceed 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. (ii) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9(c)(i) until the aggregate amount of all Losses in respect of indemnification under Section 9(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 and be liable for all such Losses that equal or exceed the Basket; provided, however, that the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.02(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. (iii) Notwithstanding the foregoing, Section 9(d)(i) and Section 9(d)(ii) shall not apply to (i) Losses under Section 9(b)(i) or Section 9(c)(i) 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 arising out of indemnification or related to any fraud or intentional misrepresentation, or any Losses under Article VISection 9(b)(iii) and Section 9(c)(ii), and instead such Losses shall 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 Purchase Price; or (ii) attorneys’ fees and costs. (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 Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (div) For purposes of this Article VIII, 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. (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 9.02Section 9.03 and Section 8.03 9.04 shall be subject to the following limitations: (a) Seller and the Company The Indemnified Party shall not be liable take reasonable steps to mitigate any Loss to the Buyer Indemnitees for indemnification under Section 8.02(aextent required by Law. (b) 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 (the “Deductible”), in which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The maximum aggregate amount of all Losses for which Seller and/or the Company Shareholders shall be liable pursuant to Section 8.02(a) 9.02‎ shall not exceed Two Hundred Fifty Thousand Dollars to an amount equal to the Total Consideration Cap, less the aggregate amount of any Closing Merger Consideration or Earnout Consideration that has already been paid and/or delivered (in the case of Parent Merger Shares or Parent Earnout Shares) to the Equityholders and Pre-Closing Noteholders as of the applicable date. (c) For the avoidance of doubt, none of the limitations set forth herein shall apply to any claim for fraud, intentional misrepresentation or willful misconduct. (d) No Shareholder Indemnitee shall be entitled to recover indemnifiable Losses pursuant to Section 9.04(a) unless and until the total amount of all Losses that have been suffered or incurred by one or more of the Shareholder Indemnitees exceeds $250,000500,000, after which, subject to the terms of this ARTICLE IX, the Shareholder Indemnitees shall be entitled to recover for all indemnifiable Losses pursuant to Section 9.04(a)‎ from the first dollar of such Losses. (e) (the “Cap”); provided however that the The maximum aggregate amount of all Losses for which Seller and/or Parent, Merger Sub or the Company Surviving Corporation 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, herein shall not exceed the Purchase Price. (b) Buyer Total Consideration Cap; provided, that, in no event shall not Parent be liable to for any amounts under this Agreement in excess of the Seller Indemnitees for indemnification under Section 8.03(adifference between (i) until the Total Consideration Cap, less (ii) the aggregate amount of all Closing Merger Consideration, Earnout Consideration and any indemnification payments or other Losses in respect of indemnification under Section 8.03(a) exceeds paid or payable by Parent, Merger Sub and the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses in excess Surviving Corporation as of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capapplicable date. (cf) Notwithstanding With respect to each representation or warranty contained in this Agreement or in any certificate delivered pursuant hereto that is subject to a “materiality,” “material,” “Material Adverse Effect,” “Parent Material Adverse Effect,” “in all material respects” qualification, any such qualification shall be disregarded for calculating the foregoingamount of Losses subject to indemnification hereunder and for purposes of determining whether a breach of or inaccuracy in such representation or warranty has occurred. For purposes of clarity, the limitations set forth nothing in this Section 8.04(a9.05(f) and Section 8.04(bis intended to alter any defined term herein. (g) The Shareholders shall not apply be obligated to Losses based upon, arising out of, indemnify any Parent Indemnitee with respect to or by reason of the fraud, willful breach or intentional misrepresentation of Seller, the Company or Buyer, as applicable. (d) For purposes of this Article VIII, 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 Loss 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 extent that the amount of such proceedsLoss was reflected as a current liability or reserve or as Indebtedness or Transaction Expenses and actually subtracted in the calculation of the Final Closing Merger Consideration or Net Adjustment Amount as finally determined pursuant to Section 2.11(b) and Section 2.11(f)(v), in each case up to respectively. (h) All indemnification payments payable hereunder shall be reduced by the amount previously of insurance proceeds under any insurance policy paid for by the applicable Indemnifying Party with respect to such LossShareholders (after deducting related costs and expenses, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to including any deductible amount and any resultant increase in insurance premiums) actually received by the Indemnified Party's rights Party as a result of recovery to the extent of any Losses satisfied by for which 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 Companyis seeking indemnification.