Common use of Certain Limitations Clause in Contracts

Certain Limitations. (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The indemnification provided for in Sections 9.2, 9.3 and 9.4 shall be subject to the following limitations: (a) For purposes The Sellers shall not be liable to the Buyer for indemnification under Section 9.2(a) or 9.3(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 9.2(a) or 9.3(a) exceeds $500,000.00 (the “Deductible”), in which event the Sellers shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Buyer may be entitled to indemnification under Section 9.2(a) or 9.3(a), as the case may be, the amount Sellers shall not be liable for any individual Losses or series of any related Losses which do not exceed $10,000.00 (“De Minimis Losses, but ”). The De Minimis Losses shall not for be counted toward the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise Deductible applicable to a representation or warrantythe Sellers, unless all such De Minimis Losses exceed $50,000.00 in the aggregate, in which case all such De Minimis Losses will be counted toward such Deductible. (b) The Members aggregate amount of all Losses for which the Sellers shall have no liability for indemnification be liable (i) pursuant to Section 8.02(a9.2(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”or 9.3(a), in which as the case the Members may be, shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under not exceed $13,000,000.00; and (ii) pursuant to Section 8.02(a9.2(c) shall not exceed the amount of the Holdback Amount$50,000,000. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth contained in Section 8.04(bSections 9.5(a) and Section 8.04(c9.5(b) will not limit the Sellers’ obligations to indemnify the Buyer Indemnified Parties in respect of any Losses that any Buyer Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation or with respect to the Excluded Representations; provided, that the aggregate amount of all Losses for which the Sellers shall be liable under this Agreement (other than Losses that any Buyer Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation) shall not apply to Losses based uponexceed the Enterprise Value. (d) No claim for indemnification may be asserted against Sellers under Section 9.2(c), arising out of, unless written notice of such claim is received by Sellers’ Representative describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or by reason prior to the date that is five years from the Closing Date, and the failure to assert any such claim prior to the date provided in this Section 9.5(d) shall be deemed a waiver of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06such claim. (e) Notwithstanding anything to the contrary set forth in Sections 9.2 and 9.3, no Individual Seller will be liable for more than his or her Pro Rata Share of any Losses. (f) The Buyer shall not be liable to the Sellers for indemnification under Section 9.4(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.4(a) exceeds the Deductible, in which event Buyer shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Sellers may be entitled to indemnification under Section 9.4(a), Buyer shall not be liable for any De Minimis Losses. The De Minimis Losses of the Buyer shall not be counted toward the Deductible applicable to the Buyer, unless all such De Minimis Losses exceed $50,000.00 in the aggregate, in which case all such De Minimis Losses will be counted toward such Deductible. (g) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.4(a) shall not exceed $13,000,000.00. The aggregate amount of all Losses for which the Buyer shall be liable under this Agreement for matters other than Section 9.4(a) (other than Losses that any Sellers Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation) shall not exceed the Enterprise Value. (h) Payments by the Sellers pursuant to Section 9.2(a) or 9.3(a) in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Buyer (or any of the Group Companies) in respect of any such claim (net of any amounts actually recovered deductibles or other Losses incurred by the such Buyer Indemnified Party under insurance policies as a result of such claim, all direct collection expenses and any increased premium costs). (i) Notwithstanding anything to the contrary herein, solely for the purposes of determining Losses, each representation, warranty, covenant and agreement will be deemed made without any qualifications or limitations as to materiality or words of similar import. (j) In no event shall the Sellers be liable to the Buyer for any punitive or special damages or any damages that arise solely from the special circumstances of Buyer that have not been communicated to the Sellers (in each case, other than any such damages paid or payable to a third party). (k) Each Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring only commercially reasonable costs to remedy the breach that gives rise to such Loss. (l) Notwithstanding anything to the contrary herein, the right of the Buyer Indemnified Parties to indemnification, payment of Losses or other remedies will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by any such party with respect to such Losses (net the accuracy or inaccuracy of or compliance with or performance of, any representation, warranty, covenant, agreement or obligation or by the waiver of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossescondition.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller and the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members Majority Shareholders shall have no liability pursuant to Section 8.02, and no Losses may be recovered from them, until the claims of the Buyer for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless 8.02 exceed, in the aggregate of all Losses exceeds aggregate, One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case event Seller and the Members Majority Shareholders shall be required to pay or be liable for all such Losses from the first dollar. The , subject to Section 8.04(b) and Section 8.04(c). (b) Notwithstanding anything else contained in this Agreement, the aggregate liability amount of all Losses for which Seller and the Members under Majority Shareholders collectively shall be liable pursuant to Section 8.02(a) shall not exceed Three Million Dollars ($3,000,000) and the aggregate amount of all Losses for which Seller and the Holdback Amount. (c) Parent Majority Shareholders collectively shall have no liability for indemnification be liable pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.02(a) and Section 8.04(c8.02(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 of the Fundamental Representations, the Tax Representations, the covenants of Seller or any of the Majority Shareholders or the fraud or intentional misrepresentation of Seller or any of the Majority Shareholders collectively shall not exceed the Purchase Price. (c) Notwithstanding Section 8.04(b), in no event shall the Majority Shareholders (either individually or in the aggregate) be liable for any Losses under this Agreement in excess of an amount equal to seventy percent (70%) of the Purchase Price, and Buyer shall not be entitled to make any claims arising from fraudclaim against any or all of the Majority Shareholders for Losses in excess of that amount. Further, criminal activity no Majority Shareholder shall be liable for any breach or willful misconductnon-fulfillment of the covenants set forth in Section 6.05 or Section 6.06(d) by another Majority Shareholder. (d) For purposes of this Article VIII, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of determined without regard to any amounts actually recovered by the Indemnified Party under insurance policies with respect materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer representation or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losseswarranty.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall 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) Seller shall not be liable under this ARTICLE VI for the purpose any Losses based upon or arising out of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount representations or warranties of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing.

Certain Limitations. Notwithstanding anything to the contrary contained herein, the indemnification provided for in Sections 11.2, 11.3 and 11.4 shall be subject to the following limitations: (aA) For purposes References to the limitations on and the liability of any Seller shall include any Affiliate of such Seller which might have any liability with respect to such Seller’s representations, warranties, covenants and other agreements. (B) Sellers shall not be liable to the Buyer Indemnitees for any Losses pursuant to Section 11.2(A) unless the aggregate amount of all Sellers’ liability in respect of all claims made by the Buyer Indemnitees in respect of all related matters exceeds US$500,000 (the “Deductible”), and only to the extent of such excess; provided, however, that the Deductible shall not apply to the breach of any Fundamental Representation made by the Company or the breach of Section 8.4(J). (C) The maximum aggregate liability of Oronite: (1) shall not exceed the Oronite Indemnification Escrow Amount for any and all Losses indemnifiable by Oronite pursuant to Section 11.2 (and the Oronite Indemnification Escrow Amount shall be the sole and exclusive remedy for any such Losses); provided, however, that this ARTICLE VIIISection 11.5(C)(1) shall not apply to the breach of any Fundamental Representation made by the Company or the breach of Section 8.4(J); and (2) shall not exceed the Oronite Percentage of the Total Purchase Price for any and all Losses indemnifiable by Oronite pursuant to Section 11.2 or Section 11.3. (D) The maximum aggregate liability of the Local Sellers: (1) shall not exceed the Local Sellers’ Indemnification Escrow Amount for any and all Losses indemnifiable by the Local Sellers pursuant to Section 11.2 (and the Local Sellers’ Indemnification Escrow Amount shall be the sole and exclusive remedy for any such Losses); provided, however, that this Section 11.5(D)(1) shall not apply to the breach of any Fundamental Representation made by the Company or the breach of Section 8.4(J); and (2) the maximum liability of each Local Seller shall not exceed its Combined Pro Rata Share of the Total Purchase Price for any and all Losses indemnifiable by such Local Seller pursuant to Section 11.2 or Section 11.3. (E) In respect of any liability which is contingent, no Seller shall have any liability unless and until such liability becomes an actual liability and is due and payable. This provision shall not operate to avoid an indemnification claim made in respect of a contingent liability or not capable of being quantified within the time limits specified in Section 11.1. (F) The amount of any and all Losses payable to any Buyer Indemnitee shall be determined net of any amounts or Losses actually received by any of the Buyer Indemnitees (net of any related costs and expenses incurred in connection therewith, including the direct costs of insurance premiums and deductibles or self-insured retentions relating to any such insurance proceeds) under or pursuant to any insurance coverage (collectively, “Alternative Arrangements”). (G) The Buyer Indemnitees shall use commercially reasonable efforts to collect all amounts available and recoverable under any Alternative Arrangements and Sellers shall provide reasonable cooperation to the Buyer Indemnitees undertaking such efforts, including by providing reasonable access to any documents, reports, data or other information in the possession of Sellers required by the Buyer Indemnitees or any Alternative Arrangements. (H) If any Seller or any Affiliate of such Seller makes or is required to make any payment pursuant to an indemnification claim and a Buyer Indemnitee has received or at any time thereafter receives any benefit (whether by way of payment, discount, credit or otherwise) otherwise than from such Seller or Affiliate which would not have been received but for the circumstance giving rise to the indemnification claim in respect of which such payment was made, then, as the case may be, the benefit received shall be set off against any such payment or, where the corresponding payment has already been paid to a Buyer Indemnitee, such Buyer Indemnitee shall, once it has received such benefit, forthwith repay to such Seller an amount equal to the lower of the amount of such benefit and such payment. (I) The Buyer Indemnitees shall not be entitled to indemnification pursuant to Section 11.2 for any LossesLoss to the extent that such Loss was taken into account in the determination of the Final Closing Payment pursuant to Section 2.3, but not only to the extent that amounts associated with such Loss are included therein. (J) No Party shall be liable under Section 11 for the purpose any Loss based upon or arising out of determining whether there has been 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 similar qualification warranties contained in this Agreement if the Person seeking indemnification for such Loss had actual knowledge of such inaccuracy or otherwise applicable breach prior to a representation or warrantythe Effective Date. (bK) The Members Buyer Indemnitees shall have no liability for indemnification pursuant take all reasonable steps to Section 8.02(a) with respect avoid, minimize or mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (minimum extent necessary to remedy the “Basket”), in which case the Members shall be liable for all breach that gives rise to such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountLoss. (cL) Parent The Buyer Indemnitees shall have no liability not be entitled to make a claim for indemnification pursuant to Section 8.03(aLosses in any of the following circumstances: (1) with respect to Losses for which indemnification is provided unless To the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all extent that any such Losses from arise as a result of any change in, or in the first dollar. The aggregate liability judicial interpretation of, applicable Law or an enactment or repeal of Parent under Section 8.03(alegislation or regulation, taking effect after the Effective Date or the withdrawal of any extra statutory concessions previously made (whether or not the change proposes to be effective retrospectively in whole or in part) shall not exceed or the amount act of the Holdback Amountany Governmental Entity. (d2) Notwithstanding To the foregoing, extent that any such Losses arise as a result of a circumstance which arose with the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply written consent of Buyer or Buyer Guarantor or due to Losses based upon, arising out of, with respect to any act or omission by reason of any for and any claims arising from fraud, criminal activity Buyer or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06Buyer Guarantor. (e3) The amount To the extent that any such Losses have already been recovered by any Buyer Indemnitee under any other term of this Agreement or any other document referred to in this Agreement. (4) In respect of any Losses for matter with which indemnification the Company or any Seller is provided under this ARTICLE VIII shall be net required to comply pursuant to any Asset Document. (5) In respect of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net matter that would not have arisen but for a change in accounting legislation, MFRS, or any policy or practice of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer Buyer Indemnitee or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesCompany after Closing.

Certain Limitations. Notwithstanding anything set forth herein to the contrary (but expressly subject to Section 10.07): (a) For purposes of this ARTICLE VIII, the amount of Except with respect to any Losses, but not for the purpose of determining whether there has been Losses resulting from any inaccuracy in or breach of any representation Company Fundamental Representations or warrantySection 5.09 (Solvency), the SFC Equityholders shall not be determined without regard liable to any materialityNAVR Indemnified Party under Section 10.02(a)(i), Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) unless the aggregate Losses incurred by the NAVR Indemnified Parties with respect to Losses for which indemnification is to be provided unless the aggregate of all Losses exceeds One under Section 10.02(a)(i) exceed Two Hundred Fifty Thousand and 00/100 Dollars ($150,000250,000.00) (the “BasketThreshold”), in which case the Members SFC Equityholders shall be liable to NAVR Indemnified Parties under Section 10.02(a)(i) for the amount of all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountdollar thereof. (cb) Parent shall have no liability for indemnification pursuant to Section 8.03(a) Except with respect to any Losses for resulting from any breach of any NAVR Fundamental Representations or Section 5.09 (Solvency), neither Parent nor Merger Sub/Surviving Corporation shall be liable to any SFC Indemnified Party under Sections 10.03(i) and 10.03(iii), unless the aggregate Losses incurred by the SFC Indemnified Parties with respect to which indemnification is to be provided unless under Sections 10.03(i) and 10.03(iii) exceed the aggregate of all Losses exceeds the BasketThreshold, in which case the Parent and Merger Sub/Surviving Corporation shall be liable to SFC Indemnified Parties under Sections 10.03(i) and 10.03(iii) for the amount of all such Losses from the first dollar. dollar thereof. (c) Except with respect to any Losses resulting from the breach of any Company Fundamental Representations: (i) The aggregate liability of Parent amount required to be paid to the NAVR Indemnified Parties by the SFC Equityholders, collectively, under Section 8.03(a10.02(a)(i), with respect any Losses resulting from breaches of the representations and warranties other than the IP Representations (the “Non-IP Representations”) shall not exceed an amount equal to Ten Million and 00/100 Dollars ($10,000,000.00) (the “Indemnification Cap”); and (ii) The aggregate amount required to be paid to the NAVR Indemnified Parties by the SFC Equityholders, collectively, under Section 10.02(a)(i), with respect to any Losses resulting from the breaches of the Non-IP Representations and the IP Representations, collectively, shall not exceed an amount equal to Twenty Million and 00/100 Dollars ($20,000,000.00). (d) Except with respect to any Losses resulting from the breach of any NAVR Fundamental Representations, the aggregate amount required to be paid to the SFC Indemnified Parties by Parent and Merger Sub/Surviving Corporation, collectively, under Section 10.03(i) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06Indemnification Cap. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no the aggregate amount required to be paid to the NAVR Indemnified Party Parties by any SFC Equityholder under Section 10.02 shall have not exceed an amount equal to the sum of (i) the cash consideration (including the Aggregate Cash Closing Consideration and the Earn Out Amounts, if any) received by SFC Equityholder pursuant to Article II, plus (ii) the aggregate cash proceeds received by such SFC Equityholder in respect of any obligation Parent Common Stock received by such SFC Equityholder pursuant to seek recovery from Article II and subsequently sold by such SFC Equityholder, plus (iii) the aggregate Average Parent Stock Price (calculated as of the date that it is finally determined, in accordance with this Article X, that such SFC Equityholder is required to indemnify the applicable NAVR Indemnified Party(ies) pursuant to Section 10.02) of any third party shares of Parent Common Stock received by such SFC Equityholder pursuant to Article II and then held by such SFC Equityholder. (f) Notwithstanding anything to the contrary, the aggregate amount required to be paid to the SFC Indemnified Parties, individually or pursue recovery collectively, by Parent or the Surviving Corporation, if any, under Section 10.03 shall not exceed an amount equal to the sum of (i) the cash consideration (including the Aggregate Cash Closing Consideration and the Earn Out Amounts, if any) paid or required to be paid to the SFC Equityholders pursuant to Article II, plus (ii) the aggregate cash proceeds received by the SFC Equityholders in respect of any insurance policy Parent Common Stock received by such SFC Equityholders pursuant to Article II and subsequently sold by such SFC Equityholders, plus (iii) the aggregate Average Parent Stock Price (calculated as of the date that it is finally determined, in accordance with respect this Article X, that Parent and/or the Surviving Corporation, as applicable, required to indemnify the applicable SFC Indemnified Party(ies) pursuant to Section 10.03) of any Lossesshares of Parent Common Stock received by such SFC Equityholders pursuant to Article II and then held by such SFC Equityholders or required to be delivered to the SFC Equityholders pursuant to Article II and not so delivered.

Certain Limitations. The party making a claim under this ARTICLE VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds $500,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $5,000,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02(a) or Section 7.03(a) as the case may be, shall not exceed $5,000,000 (“Cap”). Notwithstanding the foregoing, the Deductible and the Cap shall not apply to any breach of the following representations and warranties by the Seller Parties: (1) Section 3.01 (Organization and Authority of Seller); (2) Section 3.02 (Organization, Authority and Qualification of the Company); (3) Section 3.03 (Capitalization); (4) Section 3.05 (No Conflicts, Consents); (5) Section 3.07 (Undisclosed Liabilities); (6) Section 3.19 (Brokers), and (7) Section 3.21 (Certain Seller Party Representations and Warranties); and the Deductible and the Cap shall not apply to any breach of the following representations and warranties by Buyer: (1) Section 4.01 (Organization and Authority of Buyer); Section 4.02 (No Conflicts; Consents); (3) Section 4.05 (Authority for Buyer Shares; Capitalization); (4) Section 4.04 (Brokers); and (5) Section 4.11 (Undisclosed Liabilities). (c) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall 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) Seller shall not be liable under this ARTICLE VII for the purpose any Losses based upon or arising out of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount representations or warranties of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing.

Certain Limitations. The party making a claim under this Section 7 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 7.2 and Section 7.3 are subject to the following limitations: (a) For purposes of this ARTICLE VIII, the amount of any Losses, but The Sellers shall not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard liable to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Purchaser Indemnitees for indemnification pursuant to under Section 8.02(a7.2(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 7.2(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 200,000 (the “Basket”), in which case event the Members Sellers shall be liable for all such Losses; provided, however, that no individual basis of a claim for Losses from of less than $5,000 shall be included in, or otherwise aggregated in the first dollar. The aggregate liability calculation of Losses for the purposes of the Members under Section 8.02(a) shall not exceed Basket; provided further, that for the amount avoidance of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basketdoubt, in which case Parent multiple claims that share a similar or common basis shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder subject to the extent required by applicable Lawforegoing exclusion. Notwithstanding the foregoing or anything in any provision of this Agreement to the contrary, none of the limitations set forth in this Section 7.4(a), including but not limited to the Basket, shall apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (b) Purchaser shall not be liable to Seller Indemnitees for indemnification under Section 7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket; provided that, the Basket shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (c) The aggregate amount of all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) shall not exceed in the aggregate, an amount equal to twelve percent (12%) of the Purchase Price plus any Earn-out Payment(s) (the “Cap”); provided that the Cap shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(b), Section 7.2(c), Section 7.2(d) or Section 7.3(b) shall be limited to the aggregate amount of the Purchase Price plus any Earn-out Payment(s) received by the Sellers; provided, however, such limitation shall not apply to any instances of Fraud, intentional misrepresentation, or willful misconduct. (d) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in this Agreement, as the case may be. (e) No Indemnified Party may claim or be indemnified for any Losses under this Section 7 to the extent such Losses are included in the calculation of any adjustment to the Purchase Price under Section 1.3. (f) Each Indemnified Party shall take reasonable steps to mitigate any Losses after acquiring actual knowledge of any breach that gives rise to such Losses. (g) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be net of any insurance proceeds or third party indemnity or contribution payments actually received by the Indemnified Party in respect of such Losses less any deductibles, costs and expenses incurred in connection with making any claim or pursuing or obtaining such insurance proceeds or third party indemnity or contribution payments, and related increases in insurance premiums or other chargebacks; notwithstanding anything to the contrary herein, no Indemnified Party shall have has any obligation to seek recovery from to recover any insurance proceeds or third party indemnity or contribution payments or to pursue recovery under or obtain any insurance policy with respect to any Lossesclaims or third party indemnity or contribution payments.

Certain Limitations. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Company Parent shall not be liable to the Investor Indemnitees for indemnification under Section 8.2(a) until the aggregate amount of any Lossesall Losses in respect of indemnification under Section 8.2(a) exceeds $[***] (the “Deductible”), but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, which event Company Parent shall be determined without regard required to any materiality, Material Adverse Effect pay or similar qualification contained in be liable for all such Losses that exceed the Deductible. The aggregate amount of all Losses for which Company Parent shall be liable pursuant to Section 8.2(a) or otherwise applicable to a representation or warrantySection 8.2(e) shall not exceed $[***] (the “Cap”). (b) The Members Investor shall have no liability not be liable to the Company Parent Indemnitees for indemnification pursuant to under Section 8.02(a8.3(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)Deductible, in which case the Members event Investor shall be required to pay or be liable for all such Losses from the first dollar. The aggregate liability amount of the Members under all Losses for which Investor shall be liable pursuant to Section 8.02(a8.3(a) shall not exceed the amount of the Holdback AmountCap. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.4(a) and Section 8.04(c8.4(b) shall not apply to Losses based upon, arising out of, or resulting from (i) a party’s breach of the Fundamental Representations or Tax Representations, or (ii) a party’s criminal activity (except with respect to Federal Cannabis Laws), intentional misconduct or fraud. (d) The obligation to provide indemnity by reason an Indemnifying Party pursuant to Section 8.2(a) and Section 8.3(a) in respect of any for Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any claims arising from fraudindemnity, criminal activity contribution or willful misconduct, or for any inaccuracy other similar payment actually received by the Indemnified Party (including the Company) in or breach respect of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06such claim. (e) The amount Notwithstanding any provision to the contrary herein or in the Certificate of Incorporation or by-laws of the Company, Company Parent shall not be entitled to indemnification from the Company for any Losses for which indemnification is provided under Company Parent shall be liable pursuant to this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesVIII.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be required to indemnify the amount of Buyer Indemnitees for any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification Losses pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless 8.02 until the aggregate amount of all such Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) 50,000 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (the “Basket”), in it being understood that if the Basket is exceeded, Buyer shall be entitled to claim the full amount (including the Basket) (tipping basket). (b) The aggregate amount of all Losses for which case the Members Seller shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under pursuant to Section 8.02(a) 8.02 shall not exceed the amount of Purchase Price (the Holdback Amount“Cap”). (c) Parent The aggregate amount of all Losses for which Buyer shall have no liability for indemnification be liable pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) 8.03 shall not exceed the amount of the Holdback AmountCap. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for of: (i) any inaccuracy in or breach of any representation Fundamental Representation; (ii) any breach or warranty nonfulfillment of any post-Closing covenant (including, for the avoidance of doubt, those set forth in Section 3.01, Section 3.02(athe Exhibits to this Business Transfer Agreement), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06; or (iv) Fraud committed by the applicable Party. (e) The 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 for such Loss. Buyer and Seller shall fully cooperate and use commercially reasonable efforts to file and pursue claims for any reasonably available insurance coverage amount for the reimbursement of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered sustained by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losseseither Party.

Certain Limitations. The party making a claim under this ARTICLE VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) For purposes Except in respect of this ARTICLE VIIIany Losses in connection with claims arising from (i) Fraud or (ii) as expressly contemplated by Section 8.2, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members Seller shall have no liability for any obligations or liabilities of any Party hereto under this Agreement or for any claim or Loss based on, in respect of or by reason of the transactions contemplated by this Agreement. Notwithstanding anything else to the contrary set forth herein, (i) the aggregate liability for indemnification pursuant to Section 8.02(a) 8.2(a), other than with respect to Losses for which indemnification is provided unless the aggregate breaches of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)Section 4.2, in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of Purchase Price; (ii) the Holdback Amount. (c) Parent shall have no aggregate liability for indemnification pursuant to Section 8.03(a8.2(a) with respect to Losses for which indemnification is provided unless breaches of Section 4.2 shall not exceed $24,000,000, and (iii) the aggregate of all liability with respect to Losses exceeds the Basket, in which case Parent shall be liable for all such Losses connection with claims arising from the first dollar. The aggregate liability of Parent under Section 8.03(a) Fraud shall not exceed the amount of the Holdback AmountPurchase Price. (db) Notwithstanding the foregoing, the limitations set forth in All claims by a Buyer Indemnified Person made pursuant to Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a8.2(a), 8.2(g) or 8.2(f), shall be made (i) first, against the R&W Insurance Policy, to the extent such claim is or could be recoverable under the R&W Insurance Policy, and (ii) second, after the foregoing sources of indemnification or recovery are exhausted in accordance with Section 3.038.4(c), Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06against Sellers directly in accordance with the terms hereof. (ec) The Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of liability or damage that remains after deducting therefrom any amounts actually recovered by insurance proceeds that the Indemnified Party under insurance policies with respect to has received for such Losses (net of any costs to recover such insurance payments of recovery or other out-of-pocket costs resulting from making any claims thereunder) and any increased premiums resulting therefrom)indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Loss. Each The Indemnified Party shall act in good faith and a use its commercially reasonable manner efforts to mitigate recover under insurance policies or indemnity, contribution or other similar agreements for any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no that such Indemnified Party shall have any obligation is entitled to seek recovery from any third party such indemnification or pursue recovery contribution in respect of such Losses prior to seeking indemnification under any insurance policy with respect to any Lossesthis Agreement.

Certain Limitations. (aNeither Seller and Shareholder on the one ------------------- hand, nor Buyer on the other hand, will be liable for Losses incurred pursuant to Sections 7.03(a)(i) or 7.03(b)(i) hereof, unless the aggregate amount of all such Losses suffered by the other party exceeds $200,000, and if the aggregate amount of all such Losses exceeds $200,000 then such party shall be liable for the total amount of Losses in excess of the first $200,000 of Losses. Neither Seller and Shareholder on the one hand, nor Buyer on the other hand, will be liable for Losses incurred pursuant to Sections 7.03(a)(i) or 7.03(b)(i) hereof in an aggregate amount in excess of $1,000,000. For purposes of this ARTICLE VIII, determining the amount of any Losses, Losses that are the subject matter of a claim for indemnification hereunder (but not for the purpose of determining whether there has been any inaccuracy in or breach of a representation or warranty has occurred), each representation and warranty contained in this Agreement shall be read without regard and without giving effect to any materiality standard or qualification contained in such representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(alimitations on indemnification set forth in this subsection (c) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant be applicable to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01by Seller, Section 3.02(a)Shareholder or Buyer, Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of or to any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer covenant or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything agreement contained in this Agreement (whether willful or otherwise) including, without limitation, the agreements to the contraryindemnify for Assumed Liabilities and Excluded Liabilities contained in this Section 7.03, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesclaim based on fraud.

Certain Limitations. The party making a claim under this Article 7 or Section 8.2 is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article 7 or Section 8.2 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.2, Section 7.3 and Section 8.2 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, (i) Seller shall not be liable for indemnification under Section 7.2(a) (A) unless the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) Losses with respect to any claim, or series of related claims arising from the same matter, fact or circumstance in the aggregate, exceeds $50,000 (any claim involving Losses for which indemnification equal to or less than such amount is provided unless referred to as a “De Minimis Claim”) and (B) until the aggregate amount of all Losses (including De Minimis Claims) in respect of indemnification under Section 7.2(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 1,000,000 (the “BasketDeductible”), in which case event Seller shall only be required to pay or be liable for Losses in excess of the Members Deductible, and (ii) the aggregate amount of all Losses for which Seller shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under pursuant to Section 8.02(a7.2(a) shall not exceed $15,000,000; provided, that the amount of the Holdback Amount. foregoing clauses (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(bi) and Section 8.04(c(ii) shall not apply to Losses based upon, arising out of, with respect of or relating to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any the inaccuracy in or breach of any Fundamental Representation or Section 3.13 (Taxes) or to any representation or warranty in the event of fraud. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 7.2 and Section 4.068.2 or Buyer shall be liable for pursuant to Section 7.3 shall not exceed $105,000,000. (b) Payments by an Indemnifying Party in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Acquired Companies) in respect of any such claim. (c) Payments by an Indemnifying Party in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized as a reduction in cash liability for Tax for the taxable year in which the Loss is incurred. (d) In determining whether there has been a breach of any representation, warranty or covenant, and, if applicable, the amount of any Losses in respect of such breach, any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty shall be disregarded. (e) The amount If (i) (A) Seller gives Buyer written notice that (1) Seller will not deliver the certificate required pursuant to Section 6.2(c) because of any Losses for which indemnification is provided an inaccuracy or breach of a representation or warranty, (2) describes such inaccuracy or breach with reasonable specificity and (3) provides an acknowledgement that such failure to deliver the certificate required pursuant to Section 6.2(c) permits Buyer to terminate this Agreement without liability to Seller under this ARTICLE VIII Agreement or for any other reason, and (B) notwithstanding such notice, Buyer proceeds to close the transactions contemplated by this Agreement on the terms and conditions provided in this Agreement, then (ii) Buyer shall be net deemed to have waived any rights to indemnity or otherwise for an inaccuracy or breach described in such notice it may have otherwise had based on the inaccuracy or breach of any amounts actually recovered by the Indemnified Party under insurance policies with respect to representation or warranty described in such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesnotice.

Certain Limitations. The rights of Buyer Indemnitees and Seller Indemnitees to indemnification under this Article 10 shall be limited as provided in Section 10.5 and as follows: (a) For purposes of this ARTICLE VIII, the amount of No Claim Notice for indemnification may be provided with respect to any Losses, but not Claim for the purpose of determining whether there has been any inaccuracy in or breach of any representation or a representation, warranty, covenant or other agreement in this Agreement beyond the survival period specified in Section 10.1; provided, however, that for purposes hereof, a second Claim Notice delivered pursuant to Section 10.5(c) shall be determined without regard deemed to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable have been delivered at the same time as the initial Claim Notice to a representation or warrantywhich the Claim relates. (b) The Members shall have no aggregate liability for indemnification of each Seller pursuant to Section 8.02(a10.3(a) and Section 10.3(b)(i), together with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000recovered by the Buyer Indemnitees under Section 10.3(a) (the “Basket”and Section 10.3(b)(i), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountAggregate Consideration received by such Seller. (c) Parent shall have no liability for indemnification The recovery of Losses by any Buyer Indemnitee pursuant to Section 8.03(a10.3(b)(ii) and Section 10.3(b)(iii), together with respect all Losses recovered by other Buyer Indemnitees under such provisions, shall be limited to Losses for which indemnification is provided unless the an aggregate of all Losses exceeds $15,000,000, and the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under each Seller pursuant to Section 8.03(a10.3(b)(ii) and Section 10.3(b)(iii) shall not exceed the amount such Seller’s Pro Rata Share of the Holdback Amount$15,000,000. (d) The recovery of Losses by any Seller Indemnitee pursuant to Section 10.2(a) and Section 10.2(b), together with all Losses recovered by other Seller Indemnitees under such provisions, shall be limited to an aggregate of $15,000,000. (e) No Buyer Indemnitee shall be entitled to recover Losses pursuant to Section 10.3(b)(i) or Section 10.3(b)(ii) and no Seller Indemnitee shall be entitled to recover losses pursuant to Section 10.2(b), unless: (i) the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall have suffered or incurred aggregate Losses otherwise recoverable under this Article 10 in an amount in excess of the Deductible, and then recovery shall be permitted only to the extent such Losses exceed $500,000 (i.e., $500,000 of the Deductible shall be recoverable); and (ii) after the Deductible has been met, the Buyer Indemnitees, collectively, or the Seller Indemnitees, collectively, shall have suffered or incurred Losses with respect to the individual Claim or series of related Claims that arise out of substantially the same facts and circumstances for which recovery is sought in excess of $50,000, in which case the full amount of such Losses shall be recoverable, subject to the limitations imposed by the other provisions of this Section 10.4. Notwithstanding the foregoing, any claim for indemnification (and the limitations Losses recoverable therefrom) that may be brought under both (A) Section 10.3(b)(i) and/or Section 10.3(b)(iii), on the one hand, and (B) any other subsection of Section 10.3, on the other hand, shall not be subject to any limitation specified in this Section 10.4(e). (f) Notwithstanding anything to the contrary in this Agreement: (i) For purposes of determining whether a representation or warranty contained herein, other than those set forth in Section 8.04(b) Sections 4.12, 4.16, 5.3 and Section 8.04(c) shall not apply to 5.4, has been breached for purposes of this Article 10 and determining the amount of Losses based uponsuffered thereby by any Buyer Indemnitee or Seller Indemnitee, arising out ofas the case may be, each representation and warranty set forth in this Agreement (other than as aforesaid), and any qualification with respect to any such representation or warranty set forth in the Disclosure Schedule in the case of representations or warranties by reason Sellers, shall be read without regard or giving effect to any “material,” “materiality,” “Material Adverse Effect,” and “substantial” qualifications that may be contained in any such representation or warranty; provided, however, that the defined term “Material Contract” and all “material,” “materiality,” “Material Adverse Effect,” and “substantial” qualifications that are contained in any defined term shall be given effect; (ii) No investigation or knowledge of any for Party, whenever undertaken or however obtained, shall limit such Party’s right to indemnification hereunder in any manner; and (iii) The provisions of this Article 10 shall apply in such a manner as not to give duplicative effect to any item of adjustment and any claims arising from fraud, criminal activity or willful misconduct, or if there has been an adjustment to the Aggregate Consideration for any inaccuracy in or Loss, there shall not be any charge against the Deductible and no Indemnitee may claim a breach of any representation or warranty with respect to any Loss that gave rise to such adjustment in the Aggregate Consideration pursuant to Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.062.3 to the extent of the amount of such Loss given effect in such adjustment to the Aggregate Consideration. (eg) The amount of any Losses for which indemnification is provided under required to be paid pursuant to this ARTICLE VIII Article 10 shall be net reduced to the extent of any amounts tax benefits actually recovered realized, or insurance proceeds directly or indirectly received by the Indemnified Party under insurance policies with respect Party. (h) Any Losses required to be paid by ACS hereunder may be paid in cash or in Transaction Units (valued at the Trailing Average Price as determined as of the date of payment of such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefromLosses). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The indemnification provided for in Sections 8.02 and 8.03 shall be subject to the following limitations: (a) For purposes Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Buyer Indemnified Parties under Article VIII unless (i) any individual Loss or group or series of this ARTICLE VIIIrelated Losses in respect of indemnification under Section 8.02 exceeds FIFTY THOUSAND DOLLARS ($50,000) (such Loss or group or series of related Losses that does not exceed $50,000, the amount of any “DeMinimis Losses”), but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. and (bii) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate amount of all Losses in respect of indemnification under Section 8.02 (which shall not include for such purposes DeMinimis Losses) exceeds One Hundred Fifty Thousand Dollars THREE MILLION DOLLARS ($150,0003,000,000) (the “Basket”), in which case event the Members Shareholders, in proportion to their Pro Rata Share, severally shall be required to pay or be liable for all such Losses from (only for amounts in excess of the first dollarBasket). The aggregate liability amount of all Losses for which the Members under Shareholders shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed THIRTY MILLION DOLLARS ($30,000,000) (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnified Parties for indemnification pursuant to under Section 8.03(a) with respect to for DeMinimis Losses for which indemnification is provided and unless the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (which shall not include for such purposes DeMinimis Losses) exceeds the Basket, in which case Parent event Buyer shall be required to pay or be liable for all such Losses from (only for amounts in excess of the first dollarBasket). The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of claims pursuant to Section 8.02(a)(iii), a breach of any for Fundamental Representation or a breach of Section 3.22; provided, however, that the cumulative indemnification obligations of the Shareholders under Section 8.02, on the one hand, and Buyer under Section 8.03, on the other hand, shall in no event in the aggregate exceed an amount equal to the Final Merger Consideration (the “Merger Consideration Cap”). (d) For purposes of this Article VIII, any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in (other than Section 3.013.06, Section 3.02(a3.07, Section 3.08, Section 3.09(a), Section 3.033.12(d), Section 3.043.16(a), Section 3.11, Section 3.21, Section 4.01 3.20(a) and Section 4.063.20(b)) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; provided, however, that such qualification shall not be read out of any defined term that incorporates such materiality qualification (e.g. “Material Contract”, “Material Customer”, “Material Supplier”). For purposes of the indemnity in Section 8.02(a)(i), any breach of Section 3.19 shall be determined without regard to the matters disclosed in Item 2 of Schedule 3.19. (e) The Notwithstanding the foregoing, the Shareholders shall only be obligated to indemnify the Buyer Indemnified Parties for fifty (50) per cent of the Losses otherwise indemnifiable pursuant to Section 8.02(a)(vi), up to a maximum amount of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000) indemnified by the Shareholders pursuant to Section 8.02(a)(vi), and the limitations on indemnification set forth in Sections 8.04(a) and (c) shall not apply to the indemnification obligations of the Shareholders pursuant to Section 8.02(a)(vi). (f) No indemnification shall be available to any of the Buyer Indemnified Parties pursuant to Section 8.02(a)(i) to the extent that any Losses for which indemnification is provided under this ARTICLE VIII shall be net are a result of, arise out of or relate to (i) environmental conditions identified at any of the Real Property through the conduct of any amounts actually recovered by invasive environmental sampling or testing, or (ii) environmental conditions identified in the Indemnified Party under insurance policies Phase One environmental site assessments identified in Item 2 of Schedule 3.19 with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each which the Buyer Indemnified Party shall act Parties undertake remediation or further invasive environmental sampling or testing after the Closing Date, in good faith and a commercially reasonable manner to mitigate any Losses they may payeach case, incur, suffer or sustain for which indemnification is available hereunder except to the extent that such remediation, sampling or testing is required by applicable Law. Notwithstanding pursuant to Environmental Laws. (g) Section 8.02(a)(vi) shall be the foregoing or anything in sole source of indemnification under this Agreement to the contraryfor Losses as a result of, no Indemnified Party shall have any obligation to seek recovery from any third party arising out of or pursue recovery under any insurance policy with respect relating to any LossesReleases of Hazardous Materials at the Real Property at Dowagiac, Michigan, Marnaz, France or Kamienna Gora, Poland arising out of an environmental condition identified in the Phase One environmental site assessment of such Real Property listed in Item 2 of Schedule 3.19.

Certain Limitations. The liability of the Seller, Parent or the Buyer, as applicable, for claims under this Agreement shall be limited by the following: (a) For purposes of this ARTICLE VIII, At any time after the amount of any Losses, but not applicable Survival Date for the purpose of determining whether there has been any inaccuracy in or breach of any a representation or and warranty, (i) the Seller shall be determined without regard have no further obligations under this Article IX for breaches of such representations and warranties of the Seller, except for Damages with respect to any materialitywhich 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 such representations and warranties of the Buyer, Material Adverse Effect or similar qualification contained except for Damages with respect to which the Seller Indemnitee has given the Buyer written notice prior to such date in or otherwise applicable to a representation or warrantyaccordance with Sections 8.1 and 9.3. (b) The Members shall have no liability for indemnification Notwithstanding anything to the contrary herein, except with respect to Fraud Claims, any claim by a Buyer Indemnitee against Seller pursuant to Section 8.02(a9.1(a) with shall be payable by Seller only in the event that the accumulated amount of Damages in respect of Seller’s obligations to Losses for which indemnification is provided unless indemnify the Buyer Indemnitees under this Agreement shall exceed $100,000 in the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “BasketSeller Indemnification Threshold”); provided, however, that at such time as the aggregate amount of Damages in which case respect of the Members indemnity obligations of Seller shall exceed the Seller Indemnification Threshold, Seller shall thereafter be liable for all Damages suffered or incurred by the Buyer Indemnitees in excess of such Losses from the first dollar. The aggregate liability initial $100,000 of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountDamages. (c) Parent Notwithstanding anything to the contrary herein, except with respect to Fraud Claims (for which there shall have 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 indemnification Damages suffered or incurred by any Buyer Indemnitees exceed 10% of the value of the Purchase Price (as adjusted pursuant to Section 8.03(a) 2.4), except that with respect to Losses for which indemnification is provided unless Damages suffered or incurred by any Buyer Indemnitee due to a breach of Section 3.16 the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The maximum aggregate liability of Parent under Section 8.03(a) Seller shall not exceed the amount be 20% of the Holdback Amountvalue of the Purchase Price (as adjusted pursuant to Section 2.4). (d) Notwithstanding anything to the foregoingcontrary herein, the limitations set forth contained in this Section 8.04(b) and Section 8.04(c) 9.5 shall not apply to Losses based upon, arising out of, with respect claims for indemnification by Buyer Indemnitees against Seller in pursuant to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(aSections 9.1(b), Section 3.039.1(c), Section 3.049.1(d), Section 3.11and 9.1(e); provided, Section 3.21however, Section 4.01 that except for Fraud Claims, Buyer’s or Parent’s (or any Buyer Indemnitee’s) right to make a claim for indemnification under Sections 9.1(b), 9.1(c), 9.1(d), and Section 4.06. (e9.1(e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies expire with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer claims which are not made on or sustain for which indemnification is available hereunder prior to the extent required by applicable Law. Notwithstanding date five years following the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing Date.

Certain Limitations. The Person making a claim for indemnification pursuant to this Article 9 is referred to as the “Indemnified Party” and the party against whom such claims are asserted is referred to as the “Indemnifying Party”. The indemnification provided for herein shall be subject to the following limitations: (a) For purposes of this ARTICLE VIIINo Buyer Indemnified Party or Seller Indemnified Party, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined without regard entitled to require payment in respect of any materiality, Material Adverse Effect or similar qualification Loss pursuant to the indemnities contained in Section 9.2(a) or otherwise Section 9.3(a), as applicable (other than claims for Losses relating to a representation Fundamental Representation, claims for Losses relating to the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or warranty7.18(f), or claims arising from fraud), and no Seller or Buyer, as applicable, shall be liable for any indemnity payment thereunder (other than claims for Losses relating to a Fundamental Representation, claims for Losses relating to the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or 7.18(f), or claims arising from fraud) unless: (i) the amount finally agreed or adjudicated of any such individual Loss exceeds $250,000 (the “De Minimis Amount”); and (ii) either alone or together with the aggregate amount finally agreed or adjudicated to be payable in respect of other Losses for which the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, would otherwise be entitled to require payment under such indemnities, such aggregate Loss exceeds 1% of the Base Purchase Price as finally adjusted pursuant to Section 4.4 (the “Deductible”), provided, however, that any individual Loss used to calculate the Deductible shall be no less than the De Minimis Amount (it being agreed and understood that if any individual Loss equals or exceeds the De Minimis Amount, the full amount of such Loss shall be applied to and considered for the Deductible). Once the Deductible has been exceeded, the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall only be entitled to require payment on such indemnities on the portion of the aggregate Losses that exceeds the Deductible. (b) The Members Sellers shall have no liability be jointly and severally liable for indemnification any Losses pursuant to the indemnities contained in Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members 9.2. The Buyers shall be jointly and severally liable for all such any Losses from pursuant to the first dollar. The aggregate liability of the Members under indemnities contained in Section 8.02(a) shall not exceed the amount of the Holdback Amount9.3. (c) Parent shall have no Notwithstanding any provision in this Agreement to the contrary: (i) the maximum aggregate liability for indemnification of Sellers pursuant to Section 8.03(a9.2(a) with respect (other than claims for Losses relating to Losses for which indemnification is provided unless the aggregate a breach of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses a Fundamental Representation or claims arising from the first dollar. The aggregate liability of Parent under Section 8.03(afraud) shall not exceed the amount 20% of the Holdback AmountBase Purchase Price as finally adjusted pursuant to Section 4.4, and (ii) Sellers aggregate liability pursuant to Section 9.2(a) (other than claims for Losses relating to a Fundamental Representation or claims arising from fraud) and in respect of Excluded Liabilities relating to the Bald Mountain Exploration Business shall not in any event exceed the Base Purchase Price as finally adjusted pursuant to Section 4.4. (d) Notwithstanding any provision in this Agreement to the foregoing, the limitations set forth in Section 8.04(bcontrary Buyers’ aggregate liability pursuant to Sections 9.3(a) and Section 8.04(c9.3(b) shall not apply in no event exceed the Base Purchase Price as finally adjusted pursuant to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.064.4. (e) For purposes of Section 9.4: (i) Losses arising out of separate sets of facts, matters or circumstances will not be treated as an individual Loss, even if each set of facts, matters or circumstances may be a breach of the same representation and warranty; and (ii) Losses of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as an individual Loss. (f) Each of the parties agrees to take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss that would be indemnifiable hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (g) Where an Indemnified Party is, or would be likely to be, entitled to recover or be compensated or indemnified by another Person, whether by way of contract, indemnity or otherwise (including under a policy of insurance), any amount in respect of a claim made by the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of such right or entitlement, take all commercially reasonable steps to seek recovery of that amount and keep the Indemnifying Party at all times fully and promptly notified of the status of such recovery. The amount of any Losses for which indemnification is provided under this ARTICLE VIII the claim by the Indemnified Party shall be net of reduced by any amounts amount actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any all reasonable out of pocket costs to recover such insurance payments and expenses incurred in doing so and any increased premiums resulting therefromTax paid or payable on the amount recovered). Each . (h) If, after an Indemnifying Party has made a payment in respect of a claim, an Indemnified Party recovers from or is paid by another person any amount in respect of the Loss that gave rise to the claim, the Indemnified Party shall act promptly, and in good faith and a commercially reasonable manner to mitigate any Losses they may payevent within 10 Business Days, incur, suffer or sustain for which indemnification is available hereunder pay to the extent required Indemnifying Party, the lesser of (i) the amount of the Loss that was recovered or paid and (ii) the amount paid by applicable Law. Notwithstanding the foregoing or anything in this Agreement Indemnifying Party to the contrary, no Indemnified Party shall have in respect of the claim, in either case net of all reasonable out of pocket costs and expenses incurred in obtaining the recovery or payment and any obligation to seek Tax paid or payable as a result of receiving such recovery from any third party or pursue recovery under any insurance policy with respect to any Lossespayment.

Certain Limitations. The indemnification provided for in Section 8.02 shall be subject to the following limitations: (a) For purposes Except as set forth in the second sentence of this ARTICLE VIIISection 8.04(a), Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 1% of the Purchase Price (the “Basket”), in which case the Members event Seller shall be required to pay or be liable for all such Losses from the first dollar. The parties acknowledge that the foregoing limitations with respect to the Basket do not apply to Losses or Actions arising out of or relating to breach by Seller or the Company of any Fundamental Representation or the representations and warranties in Section 3.22 or as a result of fraud or intentional misrepresentation. (b) Except as set forth in the second sentences of this Section 8.04(b), the aggregate liability amount of all Losses for which Seller or the Members under Company shall be liable pursuant to Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses or for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent Buyer shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under pursuant to Section 8.03(a) shall not exceed One Million Dollars ($1,000,000) (the amount of “Cap”). The parties acknowledge that the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall Cap does not apply to Losses based upon, or Actions arising out ofof or relating to breaches by Seller or the Company of any Fundamental Representations, Statutory Representations, and, with respect to Buyer, the Company, or by reason Seller, fraud or intentional misrepresentation. In no event shall Seller or the Company have any liability for breaches of Fundamental Representations or the representations and warranties in Section 3.22, other than for fraud or intentional misrepresentation, in excess of the Purchase Price. In no event shall Seller or the Company have any liability for breaches of Statutory Representations (other than the representations and warranties in Section 3.22, other than for fraud or intentional misrepresentation, in excess of Four Million Five Hundred Thousand Dollars ($4,500,000). For the avoidance of doubt, the liability of any for party pursuant to Sections 8.02(b)-(i) (inclusive) and any claims arising from fraud, criminal activity or willful misconduct8.02(b), or for any inaccuracy in fraud or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII intentional misrepresentation shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesuncapped.

Certain Limitations. Anything in this Agreement to the contrary notwithstanding: (a) For purposes Except in the case of this ARTICLE VIIIfraud on part of Seller or the Seller Parties, Losses shall be recoverable by the amount Purchaser Indemnified Persons pursuant to the provisions of Section 11.1(a) (other than for breaches of the representations and warranties set forth in Sections 4.1 (Corporate Existence and Power of Seller), 4.2 (Consents; No Conflicts), 4.3 (Organization of the Companies), 4.13 (Taxes) and 4.20 (Brokers and Finders)), Section 11.1(b) (other than for breaches of any Lossescovenant set forth in Section 2.4(b) and Article IX (Non-Competition and Non-Solicitation)), but Section 11.1(c) (to the extent not for relating to Taxes) and Section 11.1(e) (to the purpose extent not relating to social security charges payable as a result of determining whether there has been any inaccuracy a Specific Indemnity Event) only to the extent (i) the individual Loss exceeds EUR 75,000 (“De Minimis”), (ii) the aggregate Losses (excluding Losses that do not exceed the De Minimis threshold) exceed EUR 7,500,000, in or breach of any representation or warranty, which case the Purchaser Indemnified Persons shall be determined without regard entitled to any materialityseek compensation for all Losses (excluding Losses that do not exceed the De Minimis threshold) (“Basket”), Material Adverse Effect or similar qualification contained in or otherwise applicable and (iii) the total indemnification by Seller to a representation or warrantythe Purchaser Indemnified Persons shall not exceed EUR 30,000,000 (“Liability Cap”). (b) The Members Except in the case of fraud on part of Seller or the Seller Parties, Losses shall have no liability for indemnification be recoverable by the Purchaser Indemnified Persons pursuant to the provisions of Section 8.02(a11.1(a) in connection with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars Section 4.13 ($150,000Taxes), Sections 11.1(c) (to the “Basket”extent relating to Taxes), in which case 11.1(e) (to the Members shall be liable for all extent relating to social security charges payable as a result of a Specific Indemnity Event) and Sections 11.1(g) through 11.1(i) only subject to a De Minimis of EUR 25,000 and a Liability Cap of EUR 50,000,000. For the avoidance of doubt, (i) any such Losses from shall not be subject to a Basket, nor count towards (A) the Basket provided for in Section 11.3(a)(ii), or (B) the Liability Cap provided for in 11.3(a)(iii). Any Losses recoverable pursuant to any other provisions of the Agreement than those referred to in the first dollar. The aggregate liability sentence of the Members under this Section 8.02(a11.3(b) shall not exceed count towards the amount of the Holdback AmountLiability Cap provided for in this Section 11.3(b). (c) Parent Seller shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless right of claim against the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy Companies with respect to any Lossesbreach by Seller of any of its representations, warranties, covenants or agreements or its indemnification obligations pursuant to Article XI, and from and after the Closing, the Companies shall have no obligation with respect to breaches of representations, warranties, covenants or agreements or Seller’s indemnification obligations pursuant to Article XI.

Certain Limitations. The party making a claim under this ARTICLE IX is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE IX (including, for the avoidance of doubt, the Escrow for a claim made by a Buyer Indemnified Party) is referred to as the “Indemnifying Party”. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a) on the other hand, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a), on the other hand, exceeds $25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible; provided, however, that the Deductible shall not be applicable with respect to breaches of the Fundamental Representations. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to this Agreement, including Section 9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a), on the other hand, shall not exceed an amount equal to the Escrow Amount (the “Cap”). Without limiting the foregoing, Seller’s, Warrant Holders’ and the Trustee’s liability in all cases following the Closing is limited to amounts remaining available under the Escrow Amount then remaining in the Escrow, and the sole source of payment for any indemnification obligation of Seller and Warrant Holders shall be the escrow fund pursuant to the Escrow Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 9.04 or otherwise set forth in this ARTICLE VIIIIX, the Deductible shall not be applicable to fraud or any willful or intentional breach of a representation or warranty made by Seller. (d) Payments by, or on behalf of, an Indemnifying Party pursuant to Section 9.02 or Section 9.03 in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but not contribution or other similar payment actually received by the Indemnified Party (or the Company) in respect of any such claim. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the purpose breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent any Indemnified Party may become obligated for such damages as a result of a Third-Party Claim. (f) The Parties agree that for purposes of determining whether there has been any inaccuracy in or breach of any representation or warrantyLosses pursuant to this ARTICLE IX, shall be determined without regard all qualifiers with respect to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to a such representation or warrantywarranty shall be disregarded. (bg) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each No Indemnified Party shall act in good faith and a commercially reasonable manner be entitled to mitigate any Losses they may pay, incur, suffer recover more than once from an Indemnifying Party for matters based on the same inaccuracy or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesbreach.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIIISubject to Section 7.04(c), the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of any Lossesall Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds $200,000 (the “Deductible”), but not in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard Deductible. With respect to any materialityclaim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), Material Adverse Effect as the case may be, the Indemnifying Party shall not be liable for any individual or similar qualification contained in or otherwise applicable to a representation or warrantyseries of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The Members Subject to Section 7.04(c), the aggregate amount of all Losses for which an Indemnifying Party shall have no be liable pursuant to Section 7.02(a) or Section 7.03(a), as the case may be, shall not exceed ten percent (10%) of the Purchase Price. (c) Notwithstanding anything in this Agreement to the contrary, the limitations on liability contained in Sections 7.04(a) and 7.04(b) for indemnification pursuant to Section 8.02(a7.02(a) with respect and Section 7.03(a) shall not apply to breaches of any Fundamental Representations, Statutory Representations and the representations contained in Sections 5.01, 5.02 and 5.04; provided, however, that an Indemnifying Party’s obligation to indemnify the Indemnified Party for such Losses shall be limited to the amount of the Purchase Price, except in the case of intentional misrepresentation or fraud as to which there shall be no limit. (d) The aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members Seller shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under pursuant to Section 8.02(a7.02(d) and 7.02(e) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant Purchase Price received by Seller from Buyer, except in the case of intentional misrepresentation or fraud as to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent there shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06no limit. (e) The For the avoidance of doubt, Losses for which Seller shall be liable pursuant to Section 7.02(d): [****]. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (f) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be net of any amounts actually recovered received by the Indemnified Party under insurance policies with in respect to such Losses (net of any costs such claim. (g) Payments by an Indemnifying Party pursuant to recover Section 7.02 or Section 7.03 in respect of any Loss shall be reduced by (i) an amount equal to any Tax benefit actually realized as a cash reduction to Taxes (determined on a with and without basis) in the taxable year of the Loss as a result of such Loss by the Indemnified Party and (ii) any recoveries actually received under an insurance payments and policy, less the amount expended to obtain such recoveries. (h) In no event shall any increased premiums resulting therefrom). Indemnifying Party be liable to any Indemnified Party for any speculative, punitive, special or indirect damages, except to the extent recovered pursuant to a third party claim or that would be recoverable for breach of contract under applicable Law. (i) Each Indemnified Party shall act in good faith take, and a cause its Affiliates to take, all commercially reasonable manner steps to mitigate any Losses they may payLoss upon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder give rise to a Loss, including incurring costs only to the minimum extent required necessary to remedy the breach that gives rise to such Loss. (j) For purposes of the calculation of Losses indemnifiable pursuant to Sections 7.02(a) and 7.03(a), the representations and warranties of Seller and Buyer shall not be deemed to be qualified by applicable Law. Notwithstanding the foregoing any references to materiality (or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party Material Adverse Effect or pursue recovery under any insurance policy with respect to any Lossesterms of like import).

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 8.02 or Section 8.03 exceeds $100,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible; provided that the Deductible shall not apply to or limit (i) claims under Section 8.02(a) with respect to any Fundamental Representation, (ii) claims under Section 8.02(b), Section 8.02(c), Section 8.03(b), or Section 8.03(c), or (iii) claims for fraud. (b) The aggregate amount of all Losses for which 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 $2,000,000; provided that the foregoing limitation shall not apply to or limit (i) claims under Section 8.02(a) with respect to any Fundamental Representation, (ii) claims under Section 8.02(b), Section 8.02(c), Section 8.03(b), or Section 8.03(c), or (iii) claims for fraud. (c) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but not contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim (net of any amounts expended by the Indemnified Party to collect such proceeds or payment). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) 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 purpose breach or alleged breach of determining whether there has been this Agreement, except to the extent the Indemnified Party is liable to a third party for such damages, or diminution of value or any damages based on any type of multiple. (e) Each Indemnified Party shall take, and cause its Affiliates to take, 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. (f) Neither Parent nor Seller’s liability under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability representations or warranties of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement to shall not be limited or diminished by any knowledge obtained by Buyer during its due diligence investigation in connection with the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossestransactions contemplated by this Agreement.

Certain Limitations. The indemnification provided for in Sections 8.1 and 8.2 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Sections 8.1(a) or 8.2(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Adverse Consequences in respect of indemnification under Sections 8.1(a) or 8.2(a), as the case may be, exceeds $75,000 (the "Basket"), in which event the Indemnifying Party shall be liable for all Adverse Consequences from the first dollar. Notwithstanding the foregoing, the amount of Deductible shall not apply to the Seller Parties Fundamental Representations, the Purchaser Fundamental Representations, or any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation Sections 6.3, 6.4 or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty6.5. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses aggregate amount of all Adverse Consequences for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members an Indemnifying Party shall be liable for all such Losses from pursuant to Sections 8.1(a) or 8.2(a), as the first dollar. The aggregate liability of the Members under Section 8.02(a) case may be, shall not exceed $3,000,000. Notwithstanding the amount foregoing, the foregoing limitation shall not apply to the Seller Parties Fundamental Representations, the Purchaser Fundamental Representations, or any breach of the Holdback AmountSections 6.3, 6.4 or 6.5. (c) Parent shall have no liability for indemnification pursuant Notwithstanding anything herein to Section 8.03(a) with respect to Losses the contrary, the aggregate amount of all Adverse Consequences for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent an Indemnifying Party shall be liable for all such Losses from pursuant to Sections 8.1 or 8.2, as the first dollar. The aggregate liability of Parent under Section 8.03(a) case may be, shall not exceed the amount of the Holdback Amount$10,000,000. (d) Notwithstanding the foregoingThe Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, the limitations set forth in Section 8.04(bcontribution or other similar agreements for any Adverse Consequences prior to seeking indemnification under this Agreement, and payments by an Indemnifying Party pursuant to Sections 8.1(a) and Section 8.04(cor 8.2(a) shall not apply be limited to Losses based upon, arising out of, with respect to or by reason the amount of any for and liability or damage that remains after deducting therefrom any claims arising from fraud, criminal activity of the following amounts received or willful misconduct, or for any inaccuracy reasonably expected to be received by the Indemnified Party in or breach respect of any representation such claim: (i) insurance proceeds, reduced by the aggregate value of any premium paid by such Indemnified Party; and (ii) any indemnity, contribution or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06other similar payment. (e) The amount Except in the case of a Third Party Claim, an Indemnifying Party shall not be liable to any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect for punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business, reputation or opportunity relating to such Losses the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). f) Each Indemnified Party shall act in good faith take, and a cause its Affiliates to take, all commercially reasonable manner steps to mitigate any Losses they may payAdverse Consequences upon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder give rise thereto, including incurring costs only to the minimum extent required by applicable Law. Notwithstanding necessary to remedy the foregoing or anything in this Agreement breach that gives rise to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossessuch Adverse Consequences.

Certain Limitations. The party making a claim under this ARTICLE VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds $1,350,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the amount Indemnifying Party shall not be liable for any individual or series of any Lossesrelated Losses which do not exceed $75,000 (which Losses shall not be counted toward the Deductible). The Deductible and the exclusion of Losses which do not exceed $75,000 shall not apply to matters described in Sections 3.02, but not for the purpose of determining whether there has been any inaccuracy in 3.03, 3.18 or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty4.01. (b) The Members aggregate amount of all Losses for which an Indemnifying Party shall have no liability for indemnification be liable pursuant to Section 8.02(a7.02(a) or Section 7.03(a) as the case may be, shall not exceed $13,500,000, provided, however, that such limitation shall not apply to any breaches asserted with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)Sections 3.02, 3.03, 3.18 or 4.01, in which case the Members shall be liable for all such Losses from the first dollar. The aggregate maximum indemnification liability of Seller, on the Members under Section 8.02(a) one hand, and Buyer, on the other hand, shall not exceed the amount of the Holdback AmountPurchase Price. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a) with 7.02 or Section 7.03 in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any Loss shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed 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 Holdback AmountIndemnified Party (or the Company) in respect of any such claim (provided that such Losses shall include any costs associated with such insurance or other recovery, the amount of any deductible and any resulting increase in premiums therefrom). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies covering any portion of Losses to be reimbursed by an Indemnifying Party or shall assign any rights to pursue any claims against a third-party to the Indemnifying Party. (d) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized in the foregoingyear of such Loss or in the year immediately subsequent to the year of such Loss (in the form of a cash Tax refund or a Tax deduction reducing cash Taxes otherwise due and payable, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, each case with respect to the Tax Return for the year in which such Loss was incurred or in the year immediately subsequent to the year in which such Loss was incurred by reason of any for the Indemnified Party and any claims its Affiliates arising from fraud, criminal activity the incurrence or willful misconduct, or for any inaccuracy in or breach payment of any representation or warranty in Section 3.01, Section 3.02(athe underlying obligations relating to such indemnity payment), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount 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 (other than indemnification for amounts paid or payable to third parties in respect of any Losses Third-Party Claim for which indemnification hereunder is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses otherwise required). (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). f) Each Indemnified Party shall act in good faith take, and a commercially cause its Affiliates to take, all reasonable manner steps to mitigate any Losses they may payLoss upon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder give rise thereto, including incurring costs only to the minimum extent required necessary to remedy the breach that gives rise to such Loss. (g) The right to indemnification in accordance with the provisions of this Article VIII will not be affected by applicable Law. Notwithstanding any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the foregoing or anything in this Agreement to the contraryClosing Date, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to the accuracy or inaccuracy of or compliance with, any Lossesrepresentation, warranty, covenant or obligation set forth in this Agreement.

Certain Limitations. (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not No claim for the purpose of determining whether there has been any inaccuracy in indemnification may be asserted against either Seller or Buyer for breach of any representation or representation, warranty, shall be determined without regard covenant or agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the expiration date of any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantySurvival Period. (b) The Members Seller shall have no liability for indemnification pursuant to not be liable under Section 8.02(a10.2(a)(i) with respect to Losses for which indemnification is provided unless and until the cumulative aggregate amount of all Losses in respect thereof exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “BasketDeductible”), in which case the Members event Seller shall only be liable for all Losses in excess of the Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars ($37,500) (“De Minimis Losses”), which De Minimis Losses shall not be counted toward the Deductible and in no event shall Seller have any liability hereunder for such Losses from De Minimis Losses. Notwithstanding anything to the first dollar. The contrary contained in this Agreement, Seller’s aggregate liability of the Members for all Losses resulting from or relating to any Direct Claims made under Section 8.02(a10.2(a)(i) or third party claims made under Section 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Cap”). The Parties hereby acknowledge that the Cap shall be a single amount applicable to the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the Holdback Amountremaining amounts available under the Cap for all such claims. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount Each of the Holdback AmountBuyer Indemnitees and the Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses in connection with this Agreement. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII Article X shall be computed net of (i) any amounts insurance or other proceeds actually recovered received by the Indemnified Party under insurance policies in connection with such Losses and (ii) any indemnity, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Losses (net Loss less any related costs and expenses, including the aggregate cost of pursuing any costs to recover such related insurance payments claims and any increased related increases in insurance premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, other chargebacks (it being agreed that no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under to recover any insurance policy proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim for indemnification. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of Indemnifying Party, to pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (g) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, any such Indemnified Party shall only be permitted to recover with respect to any Lossesparticular Losses suffered by it one time as it is the Parties’ intent that recovery by such particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of any representation, warranty or covenant set forth in this Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article X shall not be affected by (i) any investigation or audit conducted on or after the Execution Date or (ii) the knowledge of any Party of any breach of a representation, warranty or covenant by any other Party at any time with respect to any matters arising or discovered after the Execution Date.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the The aggregate amount of any LossesLosses for which the Buyer Indemnified Parties or Seller Indemnified Parties, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined without regard entitled to any materialityindemnification pursuant to this Article VIII shall not exceed the Purchase Price (the “Indemnification Cap”), Material Adverse Effect other than with respect to the following: (x)(i) claims based on breaches in, or similar qualification contained inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.02(b) through and including 8.02(e), and (iii) claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.03(b) through and including 8.03(d), and (iii) claims based on Fraud, criminal activity or otherwise applicable to a representation or warrantywillful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) The Members Seller shall have no liability not be liable to the Buyer Indemnified Parties for indemnification pursuant under Section 8.02 unless and until the aggregate amount of Losses in respect of indemnification under Section 8.02 exceed $100,000 (the “Threshold”) (provided that any individual or series of related Losses which do not exceed $25,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 8.02(a) be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Losses Seller Special Indemnification Matters. Buyer shall not be liable to the Seller Indemnified Parties for which indemnification is provided under Section 8.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03 exceeds One Hundred Fifty Thousand Dollars the Threshold ($150,000) (provided that De-Minimis Losses shall not be counted towards the “Basket”Threshold), in at which case time the Members Seller Indemnified Party shall be liable indemnified for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of Losses in excess of the Holdback AmountThreshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Buyer Special Indemnification Matters. (c) Parent shall have no liability for indemnification Payments by the Indemnifying Party (as defined in Section 8.05) pursuant to Section 8.03(a) with Article VIII in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any Loss shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed 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 Holdback AmountIndemnified Party (as defined in Section 8.05) in respect of any such claim. (d) Notwithstanding the foregoing, in no event shall the limitations set forth in Section 8.04(b) Indemnifying Party be liable to the 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 any damages based on any type of multiple except to the extent adjudicated and Section 8.04(c) shall not apply owed to Losses based upon, arising out of, a third party with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06a Third Party Claim. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith take, and a commercially cause its Affiliates to take, all reasonable manner steps to mitigate any Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses they may payupon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder give rise to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. Anything in this Article VIII to the contrary notwithstanding (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) except with respect to Losses arising out of or resulting from Fraud): (i) none of the Buyer Indemnified Persons or the Seller Indemnified Persons shall be entitled to recover from the respective other Party hereunder for which indemnification is provided unless the aggregate same Loss more than once; (ii) no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 8.1(a)(i) or the Seller Indemnified Persons pursuant to the provisions of Section 8.1(b)(i), as the case may be, in respect of breaches of representations and warranties (other than the representations and warranties set forth in (A) Section 3.1 (Organization; Authority; Due Execution; Qualification), Section 3.2 (No Subsidiary or Equity Investments); Section 3.5 (Capitalization), and Section 3.23 (Brokers), and Section 3.25 (Provision of Agreement) (collectively, the “Company Fundamental Representations”), and (B) Section 4.1 (Ownership) and Section 4.2 (Authority) (collectively, the “Seller Fundamental Representations,” together with the Company Fundamental Representations, the “Fundamental Representations”)) until such time as the total amount of all Losses that have been incurred by the Buyer Indemnified Persons or the Seller Indemnified Persons, as the case may be, exceeds One Hundred Fifty Thousand Dollars ($150,000) 150,000 (the “BasketDeductible”), ) in the aggregate (in which case the Members Buyer Indemnified Person or the Seller Indemnified Person, as applicable, shall be liable only for all such Losses from the first dollar. The aggregate liability in excess of the Members under Deductible); (iii) (A) no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 8.02(a8.1(a)(vi) shall not exceed until such time as the total amount of all Government Audit Matter Losses that have been incurred by the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses Buyer Indemnified Persons exceeds the Basket, Government Audit Matter Threshold (in which case Parent the Seller shall be liable only for all such Government Audit Matter Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount in excess of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(aGovernment Audit Matter Threshold), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.;

Certain Limitations. (ai) For purposes of this ARTICLE VIII, the amount of any Losses, but Seller shall not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable to indemnify Buyer for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses any Damages based upon, arising out of, or otherwise in respect of the matters set forth in Section 15(a)(i) hereof once the aggregate amount of Damages actually paid by Seller to the Buyer Group with respect to such claims exceeds Two Million Dollars ($2,000,000); provided, however, that the limitation contained in this clause shall not apply to any Damages based upon, arising out of, or by reason otherwise in respect of any for falsity, breach or inaccuracy of Seller's representation and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty with regard to title to the Assets contained in Section 3.01, Section 3.02(a5(e), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (eii) Seller shall not be liable to indemnify Buyer for any Damages based upon, arising out of or otherwise in respect of the matters set forth in Section 15(a)(i) hereof, except to the extent that the aggregate amount of Damages exceeds One Hundred Thousand Dollars ($100,000) (the "Threshold Amount"); provided, however, that once the Threshold Amount has been exceeded the Seller shall be liable for the entire amount of such Damages, including the Threshold Amount. (iii) The amount of any Losses Damages for which indemnification is provided under this ARTICLE VIII Agreement shall be net of any amounts actually recovered or recoverable by the Indemnified Party from third parties (including, without limitation, amounts recovered or recoverable under insurance policies policies) with respect to such Losses (net of any costs to recover such insurance payments Damages or other liability. Seller and any increased premiums resulting therefrom). Each Buyer, as appropriate, shall, or shall cause each Indemnified Party shall act in good faith and a commercially to, use its reasonable manner best efforts to mitigate pursue promptly any Losses they claims or rights it may pay, incur, suffer or sustain have against all third parties which would reduce the amount of Damages for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in provided under this Agreement to the contrary, no Indemnified Party Agreement. (iv) Neither Seller nor Buyer shall have any obligation to seek recovery from indemnify the other or any third party other persons under this Agreement against, or pursue recovery otherwise have any liability under any insurance policy this Agreement with respect to any Lossesto, lost profits or consequential damages.

Certain Limitations. (a) For purposes No monetary amount shall be payable by Seller or Buyer to any member of this ARTICLE VIIIthe Buyer Group or the Seller Group, respectively, with respect to the amount indemnification of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification claims pursuant to Section 8.02(a13.1(a) or Section 13.2(a), as --------------- --------------- the case may be (other than with respect to Losses for which indemnification is provided unless the representations and warranties in Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6) until the ---------------------------------------------------------- aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to all Losses exceeds One claims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($150,000250,000) (the “Basket”"Threshold"), in which event Primestar and each of the Stockholders or Buyer, as the case the Members may be, shall be liable responsible for all the full amount of such Losses Damages, including the initial $250,000 of Damages which are subject to the Threshold. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6 will not ---------------------------------------------------------- be subject to the Threshold. (b) Except for Damages arising out of, attributable to or resulting from the first dollar. The aggregate liability any breach of the Members representations and warranties in Sections 5.2, 5.4, 5.6, ----------------------- 5.11 and 5.12, no member of the Buyer Group or the Seller Group, as the case may ------------- be, shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by the members of such group as indemnification payments hereunder equal or exceed the Purchase Price; provided, -------- that the limitation on Damages set forth in this Section 8.02(a13.5(b) shall not exceed in no way --------------- affect the amount of any Assumed Liabilities assumed by Buyer or the Holdback Amountamount of Retained Liabilities retained by Seller or the Specified Seller Affiliates. (c) Parent Anything contained herein to the contrary notwithstanding, and without limiting the rights of Buyer and the Buyer Group against the Seller, Primestar, MDU and PLP hereunder, the indemnification provided for in this Article XIII shall have no liability for indemnification pursuant to Section 8.03(a) be the sole and exclusive remedy of Buyer and the Buyer Group against the Stockholders with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds matters described in subsections 13.1(a) through (e). In addition, if the Baskettransactions contemplated hereby are terminated prior to the Subsequent Closing Date in accordance with the terms hereof, in which case Parent shall be liable for all such Losses from and without limiting any rights against the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingSeller, Primestar, MDU and PLP, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall Buyer Group will not apply have the right to Losses based upon, arising out of, seek indemnification from any Stockholder except with respect to or (i) any breach by reason such Stockholder of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall its obligations hereunder to be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect performed prior to such Losses termination and (net of ii) any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Third Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClaims.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Parent shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with (i) in respect to Losses for which indemnification is provided unless of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than $10,000 (the “Claim Threshold”), and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(a) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 350,000 (the “Basket”), in which case the Members event Parent shall be required to pay or be liable for all such Losses from in excess of $175,000 (the first dollar“Deductible”). The aggregate liability amount of the Members under all Losses for which Parent shall be liable pursuant to Section 8.02(a) shall not exceed $10,000,000 (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a) with (i) in respect to Losses for which indemnification is provided unless of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than the Claim Threshold, and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(b) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which case Parent event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a)3.02, Section 3.03, Section 3.04, Section 3.113.05(a) and (b), Section 3.213.25, Section 4.01 4.01, Section 4.02(a) and (b), and Section 4.064.04. (d) For purposes of this ARTICLE VIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The amount of In no event shall any Losses for which indemnification is provided under this ARTICLE VIII shall Indemnifying Party be net of liable to any amounts actually recovered by the Indemnified Party under insurance policies for any punitive damages, except to the extent actually paid or payable by an Indemnified Party to another Person with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified a Third-Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClaim.

Certain Limitations. Notwithstanding the provisions of this Article VIII, after the Closing, (a) For purposes the Buyer Indemnified Parties shall not be entitled to recover pursuant to Section 8.2(a)(i) (other than with respect to breaches of this ARTICLE VIIIFundamental Representations) until the Losses (excluding all Losses with respect to De Minimis Claims) relating thereto exceed, in the aggregate, Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Threshold”), provided, that, the Buyer Indemnified Parties shall only be entitled to indemnification for the amount of any Lossessuch Losses in excess of the Threshold, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members in no event shall have no liability for indemnification the Buyer Indemnified Parties be entitled to recover pursuant to Section 8.02(a8.2(a)(i) (other than with respect to breaches of Fundamental Representations) any amounts in excess of Thirty Five Million Dollars ($35,000,000) (the “Cap”); provided, that, the Cap shall be increased to Seventy Million Dollars ($70,000,000) (less any amounts recovered to which the Cap applies) with respect to Losses indemnification for which indemnification is provided unless breaches of the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000representations and warranties set forth in Section 4.10(b) (the “Basket”Title to Properties), and (c) in which case no event shall the Members shall Buyer Indemnified Parties be liable entitled to recover pursuant to Section 8.2(a)(i) (other than with respect to breaches of Fundamental Representations) for all such Losses from any single claim or aggregated claims arising out of substantially the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed same events or circumstances unless the amount of Losses attributable to such claim or aggregated claims arising out of substantially the Holdback Amount. same events or circumstances exceed $100,000 (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar“De Minimis Claims”). The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) maximum aggregate amount recoverable by the Buyer Indemnified Parties for Losses under this Agreement shall be limited to and Section 8.04(c) shall not apply exceed the Purchase Price actually paid to Losses based upon, arising out of, with respect to or and received by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06Seller. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds One Hundred Thousand Dollars ($100,000.00) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. The parties agree that any claim for any individual Loss or group of related Losses indemnifiable pursuant to Section 7.02(a) or Section 7.03(a), as applicable, in an amount less than Five Thousand Dollars ($5,000.00) shall not count towards the applicable Deductible. Notwithstanding anything herein to the contrary, the amount of limitations set forth in this Section 7.04(a) shall not apply to Losses described in Sections 7.02(b)-(f) or Sections 7.03(b)-(d), or to Losses incurred by (i) any Losses, but not for the purpose of determining whether there has been Buyer Indemnitee in connection with or arising from any inaccuracy in or breach of any Fundamental Representation of Seller or any representation or warrantywarranty of Seller in Section 4.09 (Taxes), shall be determined without regard to and (ii) any materiality, Material Adverse Effect Seller Indemnitee in connection with or similar qualification contained in or otherwise applicable to a representation or warrantyarising from any breach of any Fundamental Representation of Buyer. (b) The Members aggregate amount of all Losses for which an Indemnifying Party shall have no liability for indemnification be liable pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless 7.02 or Section 7.03, as the aggregate of all Losses exceeds case may be, shall not exceed One Million Five Hundred Fifty Thousand Dollars ($150,0001,500,000.00); provided, that the limitation set forth in the first clause of this Section 7.04(b) shall not apply to (the “Basket”i) Losses described in Sections 7.02(c)-(f) or Sections 7.03(c)-(d), (ii) Losses described in Section 7.02(b) or Section 7.03(b) as a result of any willful or intentional breach or non-fulfillment, or (iii) Losses incurred by (A) any Buyer Indemnitee in connection with or arising from any breach of any Fundamental Representation of Seller or any representation or warranty of Seller in Section 4.09 (Taxes) or Section 4.10 (Employees), or (B) any Seller Indemnitee in connection with or arising from any breach of any Fundamental Representation of Buyer; provided, further, that the maximum aggregate amount of all Losses for which case the Members an Indemnifying Party shall be liable for all such Losses from pursuant to Section 7.02 or Section 7.03, as the first dollar. The aggregate liability of the Members under Section 8.02(a) case may be, shall not exceed the amount of the Holdback AmountPurchase Price. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a) with 7.02 or Section 7.03 in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any Loss shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of investigation of the Holdback Amountunderlying claim and collection, including Taxes) and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of such Loss. (d) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Loss by the foregoingIndemnified Party in, or prior to, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06taxable year the Loss was incurred. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII No Indemnifying Party shall be net 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 amounts damages based on any type of multiple (collectively, “Special Damages”); provided, that Special Damages shall be indemnifiable pursuant to Section 7.02 or Section 7.03, as applicable, to the extent Special Damages are (i) actually recovered paid to a third party pursuant to any settlement entered into by the Indemnified Party under insurance policies in accordance with respect Section 7.05, provided that the Indemnifying Party has consented in writing to any such Losses settlement, or (net ii) ordered, by a court of any costs competent jurisdiction, to recover such insurance payments and any increased premiums resulting therefrom). be paid by the Indemnified Party to a third party. (f) Each Indemnified Party shall act in good faith take, and a cause its Affiliates to take, commercially reasonable manner steps to mitigate any Losses they may payLoss as soon as reasonably practicable upon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrarygive rise thereto, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossessuch Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $52,500 (the “Deductible”), and then only to the extent such aggregate Losses exceed such amount. The aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members Seller shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under pursuant to Section 8.02(a) shall not exceed $52,500 (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a) with until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, and then only to the extent such aggregate Losses exceed such amount. The aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent Buyer shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and inaccuracy in or breach of any claims arising from fraudof the Fundamental Representations. (d) For purposes of this Article VIII, criminal activity or willful misconduct, or for 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 Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06or otherwise applicable to such representation or warranty. (e) Any indemnification provided hereunder by Seller shall be so applied as to avoid any double counting and no Buyer Indemnitee shall be entitled to obtain indemnification more than once for the same matter or Losses. (f) If and when ▇▇▇▇▇ becomes aware of any Loss for which they may seek indemnification under this Agreement, Buyer shall use commercially reasonable efforts to mitigate the Loss. (g) The amount of any Losses for which an Indemnified Party claims indemnification is provided under this ARTICLE VIII Agreement shall be net reduced by the amount of (i) any amounts insurance proceeds actually recovered received from third party insurers with respect to such Losses; (ii) any Tax Benefit recognized by the Indemnified Party under insurance policies in the year such Loss is incurred or in the two subsequent years, and (iii) any indemnification, contribution, offset or reimbursement payments actually received from third parties with respect to such Losses (net of any costs to recover Losses; provided, that such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a use commercially reasonable manner efforts to mitigate obtain recoveries from such insurers, including title insurers, and other third parties in respect of this Section 8.04(g). If an Indemnified Party (A) actually receives insurance proceeds from third party insurers with respect to such Losses, (B) realizes a Tax Benefit, or (C) actually receives indemnification, contribution, offset or reimbursement payments from third parties with respect to such Losses, in each case, at any Losses they may paytime subsequent to any indemnification payment pursuant to this Article VIII, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no then such Indemnified Party shall have promptly reimburse the applicable Indemnifying Party for any obligation payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossessuch amount actually received by such Indemnified Party.

Certain Limitations. (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party neither Buyer nor Sellers, as the case may be as Indemnifying Parties, shall have any obligation to seek recovery from any third party indemnify or pursue recovery under any insurance policy otherwise be liable to Sellers or Buyer, as the case may be as Claimant: (a) 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 Lossesclaim by Buyer that the Sellers or the Company, or by Sellers that Buyer, shall have breached its representations or warranties contained in this Agreement , or has failed to comply with its covenants contained herein which are to be performed at or prior to Closing: (1) unless notice of such claim is given prior to the second anniversary of the Closing Date; (2) unless and until the aggregate amount for which Buyer or Sellers, as the case may be as Indemnifying Parties, would otherwise (but for this provision) have been liable for on account of such claim and other claims for which Sellers or Buyer, as the case may be as Claimant, shall not have been indemnified, shall exceed One Hundred Thousand Dollars ($100,000.00) 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 extent of the balance of the Indemnity Fund (including any amounts being added thereto pursuant to Section 10.7(b)). (b) with respect to any claim by Buyer as the Claimant that any Seller as 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 such Seller prior to the expiration of the applicable statute of limitations.

Certain Limitations. Notwithstanding the foregoing in this Article 11, the indemnification obligations of the parties shall not be affected by any investigation made by the parties hereto prior to the date hereof or the Closing Date and shall be subject to the following limitations: (a) For purposes No indemnification shall be made for breaches of representations and warranties pursuant to this ARTICLE VIIIArticle 11 until the total Indemnifiable Damages for which the Indemnifying Party would be liable exceeds $25,000, in which event the Indemnifying Party shall be obligated to indemnify to the extent the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantysuch Indemnifiable Damages exceed $25,000. (b) The Members No indemnification shall have no liability be made for indemnification breaches of representation and warranties pursuant to Section 8.02(a) with respect this Article 11 to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (extent Indemnifiable Damages to be paid by the “Basket”)Shareholders, in which case on the Members shall be liable for all such Losses from one hand, or Purchaser, on the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not other hand, exceed the amount held pursuant to the Escrow Agreement, in the case of the Holdback AmountShareholders, or $700,000, in the case of the Purchaser. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(bSections 11.8(a) and Section 8.04(c(b) shall not apply to Losses based upon, Damages arising out ofof (a) fraud, (b) intentional breaches or (c) breaches of the representations and warranties in Sections 5.1, 5.2, 5.3, Article 6, Sections 7.1, 7.2 and 7.3 or in the Non-Accredited Shareholder --------- Agreement; provided, however, that no Shareholder will be liable under this Section 11.8(c) for more than the Merger Consideration received by such Shareholder, with respect to or by reason Purchaser Common Stock valued as provided in the Escrow Agreement as of the Determination Date, and if a Shareholder has sold any Purchaser Common Stock in an arm's length transaction, then such Shareholder will be liable for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net the sales proceeds in lieu of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesPurchaser Common Stock sold.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the The aggregate amount of any LossesLosses for which the Buyer Indemnified Parties or the Seller Indemnified Party, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined without regard entitled to indemnification pursuant to this Article VIII shall not exceed fifteen percent (15%) of the Purchase Price paid or payable to the Seller Parties (the “Indemnification Cap”), other than with respect to the following: (x)(i) claims based on breaches of the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Sections 8.02(b) and 8.02(c), and (iii) claims based on Seller Fraud (the claims described in clauses (i), (ii) and (iii), the “Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.03(b) and 8.03(c), and (iii) claims based on Buyer Fraud (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”); and, provided, further, that the aggregate amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 8.02(a) for Losses based on a claim of a breach of the Seller IP Representations shall not exceed twenty-five percent (25%) of the Purchase Price paid or payable to the Seller Parties, less any materiality, Material Adverse Effect amounts otherwise paid or similar qualification contained in or otherwise applicable payable to a representation or warrantythe Buyer Indemnified Parties pursuant to Section 8.02(a) (the “IP Indemnification Cap”). (b) The Members Seller Parties and the Buyer, as applicable, shall have no liability indemnity obligations under this Agreement for indemnification pursuant to Section 8.02(a) any Losses with respect to Losses for which indemnification is claims that are not Special Indemnification Matters (except as provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) below with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.Seller IP

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 are subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of any Lossesall Losses in respect of indemnification under Section 8.02(a) exceeds $87,500 (the “Deductible”), but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, which event Seller shall be determined without regard required to any materialitypay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) shall not exceed $1,750,000 (the “Cap”); provided, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members however, that the aggregate amount of all Losses for which Seller shall have no liability for indemnification be liable pursuant to Section 8.02(a) with respect to Losses Seller Fundamental Representations shall be equal to the Offset Price. (b) Buyer shall not be liable to the Seller Indemnitees for which indemnification is provided unless under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)Deductible, in which case the Members event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate liability amount of the Members under all Losses for which Buyer shall be liable pursuant to Section 8.02(a8.03(a) shall not exceed the Cap; provided, however, that the aggregate amount of the Holdback Amount. (c) Parent all Losses for which Buyer shall have no liability for indemnification be liable pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) Buyer Fundamental Representations shall not exceed the amount of the Holdback AmountOffset Price. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.05(a) and Section 8.04(c8.05(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any actual fraud or (ii) for and the avoidance of doubt, any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06Company Representations. (ed) The amount Each Indemnified Party shall, and shall cause any affected Affiliate to, use commercially reasonable efforts to mitigate any Loss promptly upon becoming aware of any Losses for which indemnification is provided under this ARTICLE VIII shall event or circumstance that would be net of any amounts actually recovered by reasonably expected to, or does, give rise to such Loss (it being agreed that the Indemnified Party will not have to exhaust any such efforts prior to making a claim under insurance policies with respect this Article VIII), and the Indemnified Party’s failure to promptly commence such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party efforts shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to not affect the extent required by applicable Law. Notwithstanding the foregoing or anything in Indemnifying Party’s obligations under this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesArticle VIII.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 (other than with respect to the Fundamental Representations) and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIIIThe Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) (other than with respect to the Fundamental Representations, the representations and warranties in Section 4.18 (Taxes) and the Transition Services Agreement), Section 8.02(e) or Section 8.03(a), as the case may be, until the aggregate amount of any Lossesall Losses in respect of indemnification under Section 8.02 or Section 8.03 exceeds an amount equal to $575,000 (the “Deductible”), but not in which event the Indemnifying Party shall only be required to pay or be liable for Losses indemnifiable under Section 8.02(a) (other than with respect to the purpose Fundamental Representations), Section 8.02(e) or Section 8.03(a) in excess of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantythe Deductible. (b) The Members aggregate amount of all Losses for which an Indemnifying Party shall have no liability for indemnification be liable pursuant to Section 8.02(a), Section 8.02(e) or Section 8.03(a) (other than with respect to the Fundamental Representations and the representations and warranties in Section 4.18 (Taxes)), as the case may be, shall not exceed an amount equal to $10,000,000, and the aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members an Indemnifying Party shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) this Agreement shall not exceed the amount of the Holdback AmountPurchase Price. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a8.02 or Section 8.03 in respect of any Loss shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment from an unaffiliated third party actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any Losses; provided, that an Indemnified Party shall not be required to pursue such recoveries prior to obtaining recovery pursuant to this Agreement. If such recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to Losses any Loss after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall promptly reimburse the Indemnifying Party for which indemnification is provided unless the aggregate excess amount of all Losses exceeds the Basket, payment made to the Indemnified Party in which case Parent shall be liable for all respect of such Losses Loss from the first dollar. The aggregate liability proceeds of Parent under Section 8.03(asuch recoveries, net of the expenses incurred by the Indemnified Party in connection with seeking and obtaining such recoveries; provided, further, that the limitation in this subsection (c) shall not exceed the amount apply with respect to any claim or right against any current employee, customer, or supplier of the Holdback AmountBusiness, Buyer or any of the Acquired Subsidiaries, to the extent such limitation is reasonably likely to result in material damage or loss to the Business, Buyer or any of the Acquired Subsidiaries. (d) Notwithstanding The amount of any indemnification payment made by an Indemnifying Party pursuant to this Article VIII shall be reduced by the foregoingamount of any actual net reduction in cash payments for federal or state income Taxes realized by the Indemnified Party as a result of the Losses giving rise to such indemnification payment. For purposes of the preceding sentence, the limitations set forth Indemnified Party shall be deemed to have realized an actual reduction in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, cash payments for federal or state income Taxes with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for federal or state income Taxes from the Closing Date through the end of such taxable year, calculated by reason excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the amount of Losses (including the Tax effect of any indemnification payments, calculated based on the maximum current capital gains Tax rate) for all taxable years (to the extent permitted by relevant Tax law and any claims arising from fraud, criminal activity or willful misconduct, or treating such Tax items as the last items claimed for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(ataxable year), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary or punitive damages unless such damages are payable in connection with a Third Party Claim. (f) Each Indemnified Party shall take, and cause its controlled Affiliates to take, commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (g) For purposes of calculating the amount of Losses hereunder, any materiality qualifications contained in the representations, warranties, covenants and agreements shall be disregarded. (h) The amount of any Losses for which indemnification is provided under this ARTICLE Article VIII shall be calculated net of any amounts actually recovered accruals, reserves or provisions reflected in the Closing Statement. (i) Seller shall have no right of contribution or other recourse against the Acquired Subsidiaries or their respective directors, managers, officers, Continuing Employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns or successors for any Third Party Claims asserted by Buyer Indemnitees, it being acknowledged and agreed that the Indemnified Party under insurance policies covenants and agreements in this Agreement by Seller with respect to such Losses (net the Acquired Subsidiaries, are solely for the benefit of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesBuyer Indemnitees.

Certain Limitations. The Person making a claim under this Article VI is referred to as the “Indemnified Party”, and the Person against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party”. The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) For purposes Neither Seller nor Parent shall, together in the aggregate, be liable to Buyer for indemnification under Section 6.02(a) until the aggregate amount of this ARTICLE VIIIall Losses in respect of indemnification under Section 6.02(a) exceeds $225,000 (the “Deductible”), in which event Seller and/or Parent, as the case may be, shall, together in the aggregate, only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which Buyer may be entitled to indemnification under Section 6.02(a), Seller and/or Parent, as the case may be, shall, together in the aggregate, not be liable for any individual or series of related Losses which do not exceed $5,000 (which Losses shall not be counted toward the Deductible). (b) Buyer shall not be entitled to recover under Section 6.02 (i) to the extent the matter in question has specifically been reserved for in a line item in the Closing Working Capital as determined based on the balance sheet delivered as part of the Closing Working Capital Statement (as the same may be adjusted pursuant to Section 2.5(c)), and (ii) with respect to any environmental condition or any costs arising out of any environmental condition to the extent caused, created, aggravated or exacerbated by Buyer, any Affiliate of Buyer or any of their respective Representatives or invitees. (c) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a) or Section 6.03(a) as the case may be, shall not exceed $1,500,000, and the aggregate amount of all Losses for which Seller and/or Parent, as the case may be, shall, together in the aggregate, be liable pursuant to Section 6.02(a)-(b) shall not exceed the Purchase Price. (d) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (e) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (f) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (g) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) Seller and/or Parent, as the case may be, shall, together in the aggregate, not be liable under this Article VI for the purpose any Losses based upon or arising out of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount representations or warranties of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement if Buyer is aware of such inaccuracy or breach prior to the contraryClosing. For purposes of this Section 6.04(h), no Indemnified Party shall have any obligation Buyer will be deemed to seek recovery from any third party or pursue recovery under any insurance policy with respect be aware of something if Buyer would be deemed to any Lossesbe aware of such information based on the applicable standard described in the definition of Material Adverse Effect.

Certain Limitations. (a) For purposes Except as otherwise expressly provided herein, Seller (on behalf of this ARTICLE VIII, the amount of any Losses, but not itself and as agent for the purpose Other Sellers) shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses as follows: (i) pursuant to Sections 9.1(a)(i) and 9.1(a)(ii), in excess of determining whether there has been an amount equal to 18% of the Purchase Price (the “Indemnity Cap”), provided, that any inaccuracy in or Purchaser Losses from any breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantywarranty made by Seller in Sections 4.1 (Corporate Existence), 4.2(a), 4.2(b)(A) and 4.2(b)(C) (Corporate Authority) (collectively, the “Seller Corporate Representations”) shall not be subject to any limitation, other than as provided in Section 11.18 hereof; (ii) pursuant to Section 9.1(a)(iii), in excess of the Purchase Price; and (iii) pursuant to Sections 9.1(a)(iv) and 9.1(a)(v), without any limitation, other than as provided in Section 11.18 hereof. (b) The Members Purchaser (on behalf of itself and as agent for any Affiliates) shall have no liability not be obligated to indemnify Seller Indemnified Parties for indemnification aggregate Seller Losses as follows: (i) pursuant to Sections 9.1(b)(i) and 9.1(b)(ii), in excess of an amount equal to the Indemnity Cap, provided, that any breach of a representation or warranty made by Purchaser in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) (together, the “Purchaser Corporate Representations”) shall not be subject to any limitation, other than as provided in Section 11.18 hereof; (ii) pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”9.1(b)(iii), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability excess of the Members under Purchase Price; and (iii) pursuant to Section 8.02(a) shall not exceed the amount of the Holdback Amount9.1(b)(iv), without any limitation, other than as provided in Section 11.18 hereof. (c) Parent Notwithstanding anything contained here to the contrary, Seller (on behalf of itself and as agent for the Other Sellers) shall have no liability for indemnification pursuant not be obligated to Section 8.03(aindemnify Purchaser Indemnified Parties under this Agreement (x) with respect to Losses for which indemnification is provided any individual Purchaser Loss of less than ten thousand dollars EXECUTION VERSION ($10,000.00) (the “Minimum Amount”) and (y) unless and until the aggregate of all Purchaser Losses exceeds (excluding individual Purchaser Losses less than the BasketMinimum Amount) subject to such indemnification collectively exceed two hundred fifty thousand dollars ($250,000.00) (the “Threshold”), in which case Parent whereupon such indemnification shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed made by Seller with respect to the amount of such Purchaser Losses (excluding individual Purchaser Losses less than the Holdback Minimum Amount); provided, however, that the Threshold shall not apply to (i) a breach of the Seller Corporate Representations, or (ii) the matters described in Sections 9.1(a)(iii), 9.1(a)(iv) or 9.1(a)(v) hereof. (d) Notwithstanding anything contained herein to the foregoingcontrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties under this Agreement (x) with respect to any individual Seller Loss of less than the limitations set forth in Section 8.04(bMinimum Amount and (y) unless and Section 8.04(cuntil the aggregate Seller Losses (excluding individual Seller Losses or related Seller Losses less than the Minimum Amount) subject to such indemnification collectively exceed the Threshold whereupon such indemnification shall be made by Purchaser with respect to the amount of such Seller Losses; provided, however, that the Threshold shall not apply to Losses based upon, arising out of, with respect to or by reason (i) a breach of any for and any claims arising from fraud, criminal activity or willful misconductthe Purchaser Corporate Representations, or for any inaccuracy (ii) the matters described in Sections 9.1(b)(iii) or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.069.1(b)(iv) hereof. (e) The amount representations and warranties of Seller and Purchaser contained in ARTICLE IV and ARTICLE V, respectively, of this Agreement and any other Transaction Document shall survive the Closing until 12 months after the Closing; provided, however, that the Seller Corporate Representations and the Purchaser Corporate Representations shall survive until the expiration of any Losses for which indemnification is provided under applicable statute of limitation, including any suspensions, tollings or extensions thereof. The covenants and agreements contained in this ARTICLE VIII Agreement shall be net survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations, including any amounts actually recovered by the Indemnified Party under insurance policies suspensions, tollings or extensions thereof, with respect to the matters contained therein. (f) The obligations to indemnify and hold harmless a Party pursuant to Sections 9.1(a)(i), 9.1(a)(ii), 9.1(a)(iii), 9.1(b)(i), 9.1(b)(i)(ii) or 9.1(b)(iii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(e); provided, however, that such Losses (net of any costs obligations to recover such insurance payments indemnify and any increased premiums resulting therefrom). Each Indemnified Party hold harmless shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy not terminate with respect to any Lossesitem as to which Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Certain Limitations. The party making a Claim under this Article VI is referred to as the “Indemnified Party”, and the party against whom such Claims are asserted under this Article VI is referred to as the “Indemnifying Party”. The indemnification provided for in this Article VI shall be subject to the following limitations: (a) For purposes Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not be liable to any Indemnified Party for indemnification unless and until the aggregate amount of all Losses in respect of indemnification exceeds, in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Threshold”), at which point the Indemnifying Party will be obligated to indemnify the Indemnified Parties for the entire amount of any such Losses, and, thereafter, the Indemnified Parties shall be entitled to indemnification up to an amount of Losses not to exceed five percent (5%) of the Purchase Price (the “Cap”); provided, that, (i)(A) any Claims made by any Buyer Indemnified Party pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations, Section 6.02(b), Section 6.02(c) or Section 6.02(e), (B) Losses arising out of the Excluded Liabilities or Excluded Assets and (C) any Claims made by any Buyer Indemnified Party for breaches or inaccuracies of the representations and warranties set forth in Section 3.23 (Taxes) and (ii)(A) any Claims made by any Seller Indemnified Party pursuant to Section 6.03(b), Section 6.03(c) or Section 6.03(e) and (B) Losses arising out of the Obligations, in each case, shall not be subject to the Threshold or be subject to or applied towards the Cap, except that the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for Losses in respect of any Claims made pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations or pursuant to Section 6.03(b), as applicable, together with all other Claims for indemnification pursuant to (x) Section 6.02(a) in the case of Buyer Indemnified Parties or (y) Section 6.03(a) and Section 6.03(b) in the case of Seller Indemnified Parties, in excess of a maximum amount in the aggregate equal to the Purchase Price; provided, further, that the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed Ten Thousand Dollars ($10,000) (which Losses shall not be counted toward the Threshold). (b) Notwithstanding anything to the contrary contained in this ARTICLE VIIIAgreement, (i) the Buyer Indemnified Parties’ first (but not the sole) recourse for indemnification under this Article VI shall be to the Purchase Money Note and all payments of Losses due and owing to Buyer Indemnified Parties from MMAC under this Article VI shall first be satisfied by reducing the principal amount of the Purchase Money Note in the amount of the Loss finally determined under this Article VI until such time as the amount of the Loss finally determined under this Article VI exceeds the then remaining balance of the Purchase Money Note after which time all of the indemnification payments due to Buyer Indemnified Parties shall be paid by MMAC in cash and (ii) all payments of Losses due and owing to Seller Indemnified Parties from Buyer under this Article VI shall be satisfied in cash in the amount of the Loss finally determined under this Article VI; provided, however, that in the case of clause (ii) of this Section 6.04(b), with respect to Losses arising out of any Losses, but not for the purpose of determining whether there has been Direct Claim with respect to any inaccuracy in or breach of any representation or warrantyof the Buyer Fundamental Representations, no Losses shall be determined without regard due or owed to any materialitySeller Indemnified Party unless and until Buyer, Material Adverse Effect or similar qualification contained in or otherwise applicable as the maker under the Purchase Money Note, has failed to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant pay when due any amount required to Section 8.02(a) with respect to Losses for which indemnification is provided unless be paid under the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)Purchase Money Note and such failure, in which the case the Members shall be liable of any payment of interest or other amounts, continues for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(afive (5) shall not exceed the amount of the Holdback AmountBusiness Days. (c) Parent In no event shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall any Indemnifying Party be liable to any Indemnified Party for all any punitive damages or any damages based on any type of multiple except to the extent an Indemnified Party is required to pay such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amountdamages in order to fully indemnify a Third-Party Claim. (d) Notwithstanding the foregoingFor purposes of this Article VI, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for 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 Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06or otherwise applicable to such representation or warranty. (e) The Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of Loss that remains after deducting therefrom any amounts insurance proceeds actually recovered received by the Indemnified Party under insurance policies with respect to such Losses (net of any deductibles, retroactive premiums, and premium increases or other costs to recover or expenses incurred in connection with obtaining such insurance payments and proceeds). (f) Upon becoming actually aware of any increased premiums resulting therefrom). Each Loss, the Indemnified Party shall act in good faith and a use its commercially reasonable manner efforts to mitigate any such Losses, including, if available, by filing an insurance claim or pursuing any other indemnity, contribution or other similar rights the Indemnified Party may have against third parties. All costs and expenses of such mitigation shall constitute indemnifiable Losses they under this Article VI. (g) Notwithstanding anything to the contrary in this Article VI, no Losses may pay, incur, suffer or sustain for which indemnification is available hereunder be claimed by any Indemnified Party to the extent required by applicable Law. Notwithstanding such Losses have actually been taken into account in calculating the foregoing Estimated IHS Working Capital or anything in Closing IHS Working Capital, and the Parties agree that no amount shall be due under this Agreement Article VI to the contrary, no Indemnified Party shall have any obligation extent that it duplicates another amount already paid or taken into account pursuant to seek recovery from any third party Article II or pursue recovery under any insurance policy with respect to any Lossesthis Article VI.

Certain Limitations. The party making a claim under this Article VII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article VII is referred to as the "Indemnifying Party." The indemnification provided for in Section 5.18(a), Section 7.02 and Section 7.03 shall be subject to the following limitations (as applicable): (a) For purposes of this ARTICLE VIII, The Indemnifying Party shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Indemnified Party for indemnification pursuant to under Section 8.02(a7.02(a) with respect to Losses for which indemnification is provided unless or Section 7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds One Hundred Fifty Thousand Dollars ($150,000the amount set forth on Section 7.04(a)(i) of the Disclosure Letter (the “Basket”"Deductible"), in which case event the Members Indemnifying Party shall only be required to pay or be liable for all such Losses from the first dollar. The aggregate liability in excess of the Members Deductible; provided, that, the Deductible shall not apply to the following claims, and the following claims shall not count toward the Deductible: any claims by the Purchasers on behalf of its Affiliated Indemnified Parties to the extent based upon or arising or resulting from any breach of any of the Fundamental Representations. With respect to any claim to which the Indemnified Party may be entitled to indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed the amount set forth on Section 7.04(a)(ii) of the Holdback Amount. Disclosure Letter (cthe "De Minimis Threshold") Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to (which Losses for which indemnification is provided unless below the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) De Minimis Threshold shall not exceed be counted towards the amount Deductible). For the avoidance of the Holdback Amount. (d) Notwithstanding the foregoingdoubt, the limitations set forth in Section 8.04(b) and Section 8.04(c) De Minimis Threshold shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06the Fundamental Representations. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not No claim for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, Losses shall be determined without regard to any materiality, Material Adverse Effect made under Section 9.2(a) or similar qualification contained in or otherwise applicable to a representation or warranty. (bunder Section 9.3(a) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate amount of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) [***] for which claims are made hereunder by the Indemnified Party (the “"Basket”"), in which case the Members Indemnified Party shall be liable entitled to seek compensation for all such Losses from the first dollar. The aggregate liability in excess of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The but only up to a maximum aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of [***] (the Holdback Amount. (d) Notwithstanding "Indemnification Cap"); provided, however, that the foregoing, the limitations set forth in Section 8.04(b) foregoing Basket and Section 8.04(c) Indemnification Cap shall not apply to Losses based uponresulting from (i) Seller's Fraud or (ii) any breach of any Fundamental Rep made by Seller; provided, arising out offurther, that aggregate indemnification obligations of the Indemnified Party for all Losses resulting from any breach of any Fundamental Rep shall not exceed an amount equal to [***] (the "[***]"). Notwithstanding anything to the foregoing, with respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 9.2(a) or by reason of under Section 9.3(a), (x) no Party shall be liable for any for and any claims arising Loss resulting from fraud, criminal activity or willful misconduct, or for relating to any inaccuracy in or breach of any representation or warranty in if the Party seeking indemnification for such Loss had knowledge of such breach or the underlying facts of such breach before the Initial Closing and (y) the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] (the "De Minimis Amount") (which Losses shall not be counted toward the Basket); provided, however, that such de minimis limitation shall not apply with respect to Fraud. The aggregate indemnification obligations of the Indemnified Party for claims made under Section 3.019.2(b) or Section 9.3(b) shall not exceed the [***] . For the avoidance of doubt, none of the Basket, Indemnification Cap, [***] or De Minimis Amount limitations shall apply with respect to any Losses under Section 3.02(a9.2(c) or Section 9.3(d), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (eb) The amount of any Losses Loss for which indemnification is provided under this ARTICLE VIII Section 9.2 or Section 9.3 shall be net of (i) any amounts actually recovered received by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party in respect of such Loss and (ii) any insurance proceeds actually received in respect of such Loss as an offset against such Loss. If the amount to be netted hereunder from any payment required under insurance policies with respect to such Losses (net Section 9.2 or Section 9.3 is determined after payment by the Indemnifying Party of any costs amount otherwise required to recover such insurance payments and any increased premiums resulting therefrom). Each be paid to an Indemnified Party pursuant to this Article IX, the Indemnified Party shall act in good faith repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX had such determination been made at the time of such payment. (c) Indemnified Party shall take, and a commercially shall cause its Affiliates to take, all reasonable manner steps to mitigate any Losses they may payLosses, incur, suffer or sustain for which indemnification is available hereunder including incurring costs only to the minimum extent necessary to remedy the breach. (d) All payments made pursuant to this Article IX shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, in each case other than with respect to (i) breaches of this ARTICLE VIIIFundamental Representations and (ii) claims involving fraud or intentional misrepresentation, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) exceeds one-half percent (0.5%) of the Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), in each case other than with respect to claims involving fraud or intentional misrepresentation, as the case may be, the amount Indemnifying Party shall not be liable for any individual or series of any Losses, but related Losses which do not for exceed $25,000 (which Losses shall not be counted toward the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantyDeductible). (b) The Members aggregate amount of all Losses for which an Indemnifying Party shall have no liability for indemnification be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, in each case other than with respect to Losses for which indemnification is provided unless the aggregate (i) breaches of all Losses exceeds One Hundred Fifty Thousand Dollars Fundamental Representations and ($150,000ii) (the “Basket”)claims involving fraud or intentional misrepresentation, in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount one and one-half percent (1.5%) of the Holdback AmountPurchase Price. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a) 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim, net of any costs of such recovery or increased premiums with respect thereto. The Indemnified Party shall use its commercially reasonable efforts to recover under indemnity, contribution or other similar agreements for any Losses, keep Seller reasonably informed with respect to Losses for which indemnification is provided unless the aggregate status of all Losses exceeds the Basketsuch efforts, and, in which case Parent shall be liable for all the event any such Losses are so recovered from third parties (other than the first dollar. The aggregate liability Buyer’s representation and warranty insurance policy) following the receipt of Parent under Section 8.03(a) any indemnification payments from an Indemnifying Party, the Indemnified Party shall not exceed refund to the amount Indemnifying Party any such duplicative recovery, net of the Holdback Amountcost of obtaining such recovery. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) In no event shall not apply any Indemnifying Party be liable to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or Indemnified Party for any inaccuracy punitive damages except to the extent awarded by a court of competent jurisdiction in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06connection with a Third Party Claim. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party for purposes of the parties indemnification obligations under this Article VIII, all of the representations and warranties set forth in this Agreement that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any obligation to seek recovery from such qualification for purposes of determining (i) whether a breach of any third party such representation or pursue recovery under any insurance policy with respect warranty has occurred, and (ii) the amount of Losses resulting from, arising out of or relating to any Lossessuch breach of representation or warranty. (f) Subject to limitations set forth in this Section 8.04, any indemnification payments payable by Seller hereunder shall be made (i) first, by release of any Indemnity Escrow Amount in accordance with the Escrow Agreement, and (ii) after no amounts are remaining in escrow, by payment from Seller directly.

Certain Limitations. The party making a claim under this Article 8 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 8 is referred to as the “Indemnifying Party”. The indemnification provided for in this Article 8 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.2(a) and Section 8.2(b) or Section 8.3(a) and Section 8.3(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) and Section 8.2(b) or Section 8.3(a) and Section 8.3(b), as the case may be, exceeds $100,000. Once Losses in respect of such indemnification matters exceed $100,000, the applicable Indemnified Party shall be entitled to recover the amount of Losses back to the first dollar. Notwithstanding anything to the contrary contained in Section this ARTICLE VIIISection 8.4(a), the limitations set forth in Section 8.4(a) shall not apply in the event of any intentionally misrepresentation or fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable under Sections 8.2(a) through 8.2(c) or Sections 8.3(a) through 8.3(c), as the case may be, shall not exceed ten percent (10%) of the Final Purchase Price; and, the aggregate amount of all Losses for which an Indemnifying Party shall be liable under Sections 8.2(d) through 8.2(f) or Sections 8.3(d) through 8.3(e), as the case may be, shall not exceed the Final Purchase Price (c) Payments by an Indemnifying Party under Section 8.2(a), Section 8.2(b), Section 8.3(a) or Section 8.3(b) in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom, but net of any premium increases and/or expenses, any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its reasonable best efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) Other than with respect to a breach of Section 6.10 herein, in no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, exemplary, 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, whether or not for the purpose possibility of determining whether there such damages has been disclosed to any Person in advance or could have been reasonably foreseen by such Person. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (f) Vendor shall not be liable under this Article 8 for any Losses based upon or arising out of any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount representations or warranties of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations Vendor set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to if Purchaser had knowledge of such inaccuracy or breach before the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing.

Certain Limitations. (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party in the absence of fraud, neither party shall have any obligation indemnify or otherwise be liable to seek recovery from any third the other party or pursue recovery under any insurance policy with respect to any Lossesclaim for any breach of a representation or warranty, or for the breach of any covenant contained in this Agreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, in the absence of fraud, and except with respect to Aurora’s Loss attributable to matters described in Section 10.2(b), Sellers shall not be liable to Aurora in respect of any indemnification hereunder except to the extent that (i) the aggregate amount of Aurora’s Loss (together with any Loss suffered by BlueStone under the BlueStone Purchase Agreement) exceeds Seventy Five Thousand Dollars ($75,000.00) (the “Threshold Amount”) (and then only to the extent such Loss exceeds the Threshold Amount); provided that all materiality qualifications in the representations and warranties of an Indemnifying Party with respect to which the other party as Claimant shall claim Loss shall be disregarded solely for purposes of determining the occurrence of any untrue representation or breach of warranty and the amount of Loss to be counted towards the Threshold Amount; and provided, further, that the foregoing shall not apply to any amounts owed in connection with the Purchase Price. (c) Notwithstanding anything in this Agreement to the contrary, in the absence of fraud, and except with respect to Aurora’s Loss attributable to matters described in Section 10.2(b), Sellers shall be liable to indemnify Aurora hereunder only to the extent the aggregate amount of Aurora’s Loss (together with any loss suffered by BlueStone under the BlueStone Purchase Agreement) in excess of the Threshold Amount is less (in the aggregate) than One Million Dollars ($1,000,000.00) (the “Indemnity Cap”). (d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall a party be entitled to indemnification for such party’s incidental, special, exemplary or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses, which form the basis for any claim for indemnification hereunder. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Threshold Amount or the Indemnity Cap apply to (i) breaches of Sellers’ representations and warranties contained in Sections 3.2 (Authorization and Binding Obligation), 3.9 (Title to Properties), 3.11 (Taxes), and 3.19 (Broker); or (ii) Sellers’ obligations with respect to any Excluded Assets or Retained Liabilities. (f) In the event that Aurora, as Indemnifying Party, shall be obligated to pay any Loss hereunder with respect to any indemnity claim by Sellers, as Claimant, and BlueStone shall be obligated to pay or shall have paid a Performance Penalty pursuant to the JSA (and as defined therein) with respect to the events giving rise to such Loss, then the amount of such Loss payable by Aurora shall be reduced by and to the extent of the amount of the Performance Penalty paid to Sellers less any separate damages payable to Sellers with respect to such events pursuant to the JSA.

Certain Limitations. The rights of the Buyer Indemnitees and the Seller Indemnitees to indemnification under this Article X shall be limited as follows: (a) For purposes of this ARTICLE VIII, the amount of No Claim Notice for indemnification may be provided with respect to any Losses, but not Claim for the purpose of determining whether there has been any inaccuracy in or breach of any representation or a representation, warranty, shall be determined without regard covenant or agreement in this Agreement beyond the applicable survival period specified in Section 10.1(a), except as expressly permitted pursuant to any materiality, Material Adverse Effect Section 10.1(a)(iv)(A) or similar qualification contained in or otherwise applicable to a representation or warranty(B). (b) The Members shall have no liability for indemnification recovery of Losses by any Buyer Indemnitee pursuant to Section 8.02(a) 10.3(c), together with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)recovered by other Buyer Indemnitees under such provisions, in which case the Members shall be liable for all such Losses from the first dollar. The limited to an aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountequal to [REDACTED]*. (c) Parent No Indemnitee shall have no liability for indemnification be entitled to recover Losses: (i) pursuant to Section 8.03(a10.2(b), Section 10.2(c), Section 10.2(d), Section 10.3(b), Section 10.3(c) or Section 10.3(d) unless, with respect to each individual Claim, the Buyer Indemnitees or Seller Indemnitees, as applicable, shall have collectively 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 indemnification recovery is provided sought in excess of [REDACTED]*, subject to the limitations imposed by the other provisions of this Article X; (ii) pursuant to Section 10.2(c) or Section 10.3(c) (other than with respect to a Claim for breach of the representations and warranties set forth in Section 4.6 (Taxes)) unless the Buyer Indemnitees or Seller Indemnitees, as applicable, shall have collectively suffered or incurred aggregate of all Losses exceeds the Basketotherwise recoverable under Section 10.3(c) or Section 10.2(c), respectively, in an amount in excess of [REDACTED]*; (iii) in the case of Buyer Indemnitees, for which case Parent shall a Claim for indemnification may be liable for all such Losses from the first dollar. The aggregate liability of Parent made under Section 8.03(a10.3(c), in an amount in excess of [REDACTED]*; and (iv) shall not exceed in the case of Seller Indemnitees, (A) for which a Claim for indemnification may be made under Section 10.2(b) in an amount in excess of the Holdback Amount[REDACTED]*. (d) Notwithstanding anything to the foregoingcontrary in this Agreement: (i) No investigation or knowledge of any Party, the limitations set forth whenever undertaken or however obtained, shall limit such Party’s right to indemnification hereunder in any manner, except as provided in Section 8.04(b10.1(a)(iv)(B), and (ii) the provisions of this Article X shall apply in such a manner as not to give duplicative effect to any item of adjustment and Section 8.04(c) if there has been an adjustment to the Cash Amount for any Loss, there shall not apply to Losses based upon, arising out of, with respect to or by reason of be any for charge against the Deductible and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or no Indemnitee may assert a breach of any representation or warranty with respect to any Loss that gave rise to such adjustment in the Cash Amount pursuant to Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.062.3 to the extent of the amount of such Loss given effect in such adjustment to the Cash Amount. (e) The If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(a), the Buyer Indemnitee shall first recover any Aggregate Consideration Deficit with respect to such Claim from the Purchase Price Escrow Fund pursuant to Section 2.3(d)(i), and if the Purchase Price Escrow Fund shall be insufficient to pay in full the amount of any Losses for which indemnification is provided under this ARTICLE VIII such Losses, then, subject to compliance with the terms of Section 2.5(b)(i), the Buyer Indemnitees shall be net entitled to recover from, and have personal recourse to, each Seller for 50% of the Escrow Cash Shortfall; provided, however, that the liability of each Seller shall be several, not joint. (f) If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(c), the Buyer Indemnitee shall be entitled to recover Losses with respect to such Claim [REDACTED]*. (g) If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(b) for a breach of the Crude JV Fundamental Representations or a Claim for indemnification under Section 10.3(d) for a failure by Crude JV to comply with any amounts actually recovered covenant or agreement contained in this Agreement, the Buyer Indemnitee shall first recover Losses incurred with respect to such Claim from the [REDACTED]*. (h) If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(b) for a breach of Seller Fundamental Representations or a Claim for indemnification under Section 10.3(d) for a failure by a Seller to comply with any covenant or agreement of such Seller contained in this Agreement: (i) each Seller whose breach gives rise to or forms the basis for any such Claim shall be severally, and not jointly, liable for all Losses incurred by the Indemnified Party under insurance policies with respect to such Losses Seller’s breach or failure to comply; (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each ii) the Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any recover the full amount of all Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy incurred with respect to any Lossessuch Claim [REDACTED]*; and (iii) subject to Section 10.4(i), with respect to any such Claim, if the amount recovered from [REDACTED]*. (i) Notwithstanding any other provision of this Agreement, the Buyer Indemnitees shall not be entitled to recover Losses from, or have any other recourse against, any Seller relating to any Claims arising out of this Agreement in excess of (without duplication) the actual proceeds received by such Seller pursuant to the transactions contemplated by this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Sellers and Members shall have no liability not be liable to the Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 157,500 (the “Basket”), in which case event Sellers and Members shall only be liable for any such Losses in excess of the Basket. Representations and warranties in Article IV that are qualified by the terms “material” or “Material Adverse Effect”, or other terms of similar impact or effect, shall be read without regard to such terms (i.e., as if such words were deleted from such representation or warranty), and if the Losses in respect of any breach of any such representation and warranty (as so modified) do not exceed $15,750, such Losses will not count toward the Basket or otherwise be indemnified; provided that if the aggregate amount of all such Losses exceeds $50,000, then all such Losses (including the first $50,000 of such Losses) shall count toward the Basket, but Sellers and Members shall be liable solely for all such the extent of Losses from the first dollar. The aggregate liability in excess of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountBasket. (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which case Parent event Buyer shall be liable for all any such Losses from in excess of the Basket. (c) In no event shall the aggregate amount of indemnity required to be paid by Sellers and Members pursuant to Section 8.02(a) or by Buyer pursuant to Section 8.03(a) exceed $1,570,000 (the “Cap”); provided, that the Cap shall not apply with respect to a breach of any representation or warranty in Section 4.01, Section 4.02, the first dollarsentence of Section 4.08, Section 4.19, Section 4.21, Section 4.23, Section 5.01 or Section 5.02. The Without limiting the applicability of the previous sentence, the aggregate liability of Parent under Seller for Losses arising out of, resulting from, or relating to (i) Section 8.03(a8.02(a) or (ii) fraud, shall not exceed be limited to the amount of the Holdback AmountPurchase Price. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, the first sentence of Section 4.08, Section 4.18, Section 4.19, Section 4.21, Section 4.23, Section 5.01 or Section 5.02. (e) For the avoidance of doubt, the limitations set forth in Section 8.04(a), Section 8.04(b), and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity Sections 8.02(b) or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a(c), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (ef) The parties shall cooperate with each other to resolve any claim, Liability or Loss with respect to which one party is obligated to indemnify the other party hereunder, including making commercially reasonable efforts to resolve such claim, Liability or Loss. For any indemnifiable claim hereunder, (i) the recovery by the Indemnified Party shall be limited to the amount of actual out-of-pocket indemnifiable Losses sustained by such Indemnified Party and (ii) the Indemnified Party shall seek indemnification from any Losses for which indemnification is provided under then-available third party insurance coverage. For all purposes of this ARTICLE VIII VIII, “Losses” shall be net of any amounts third party insurance proceeds or any indemnity, contributions or other similar payment actually recovered by paid to the Indemnified Party or its Affiliates in connection with the facts giving right to the right of indemnification (provided that Buyer shall be under insurance policies no obligation to initiate any legal proceedings to obtain such payments). (g) In any case where a Buyer Indemnitee recovers from third Persons any amount in respect of a matter with respect to which Seller have made an indemnification payment to such Losses Buyer Indemnitee pursuant to this Agreement, such Buyer Indemnitee shall promptly pay over to Sellers the amount so recovered (net after deducting therefrom the full amount of any costs to recover the expenses incurred by the Buyer Indemnitee in procuring such insurance payments recovery), and any increased premiums resulting therefrom). Each Indemnified Party shall act amount expended by Sellers in good faith and a commercially reasonable manner pursuing or defending any claim arising out of such matter, but not in excess of the amount of the indemnification payment previously paid by Sellers to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder on behalf of such Buyer Indemnitee in respect of such matter. (h) Notwithstanding anything contained in the Transaction Documents to the extent required by applicable Law. contrary, no Buyer Indemnitee may recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation or warranty in this Agreement regardless of whether such facts or circumstances would give rise to a breach of more than one representation or warranty in this Agreement. (i) Notwithstanding the foregoing or anything else contained herein, subject to the proviso in Section 8.09, if the Closing occurs, Buyer Indemnitees shall be indemnified for any Losses incurred by them as a result of any breaches in any representations and warranties herein, in the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the License Agreement, the Call Option Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, or any changes in facts or circumstances covered by Sellers’ representations and warranties set forth in any representations and warranties herein, the B▇▇▇ of Sale, the Assignment and Assumption Agreement, the License Agreement, the Call Option Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, that occur between the Initial Disclosure Date and the Closing Date, except for changes that occur in the ordinary course of business in (i) the list of Sellers’ Inventory set forth in Section 4.12 of the Disclosure Schedule, (ii) the list of Sellers’ Material Customers set forth in Section 4.14(a) of the Disclosure Schedule and (iii) the list of Sellers’ Material Suppliers set forth in Section 4.14(b) of the Disclosure Schedule. For the avoidance of doubt, the indemnification set forth in this Agreement to Section 8.04(i) shall apply even if Seller’s representations and warranties set forth in Article IV, as supplemented by Schedule Updates, are complete and correct as of the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing Date.

Certain Limitations. The Buyer Indemnitee or Seller Indemnitee, as applicable, making a claim under this Article 6 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 6 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 6.2 and Section 6.3 shall be subject to the following limitations: (a) For purposes The Indemnifying Party shall not be liable to an Indemnified Party for indemnification under Section 6.2(a)(i), Section 6.2(b)(i) or Section 6.3(a), as the case may be, until the aggregate amount of this ARTICLE VIIIall Losses subject to indemnification under Section 6.2(a)(i) and 6.2(b)(i), or Section 6.3(a), as applicable, exceeds $480,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for such Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.2(a)(i), Section 6.2(b)(i), or Section 6.3(a), the amount Indemnifying Party shall not be liable for any individual or series of any Losses, but related Losses that do not for exceed $40,000 (which Losses shall not be counted toward the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantyDeductible). (b) The Members aggregate amount of all Losses for which a Seller shall have no liability for indemnification be liable pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”6.2(a)(i), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a6.2(a)(ii), Section 6.2(a)(iii), Section 6.2(b)(i), Section 6.2(b)(ii) and Section 6.2(b)(iii) shall not exceed such Seller’s pro-rata portion, as determined pursuant to the Seller Allocation, of the then amount of the Holdback AmountEscrow Fund (the “Cap”), and the Escrow Fund shall be the sole recourse for recovery of such Losses. In addition to, and without limiting the foregoing, the aggregate amount of all Losses to which a Seller shall be liable under Section 6.2 shall not exceed the Seller’s pro-rata portion, as determined pursuant to the Seller Allocation, of the Purchase Price. (c) Parent No Seller shall have no liability for indemnification be liable pursuant to Section 8.03(a) with respect to 6.2 for any Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount arising out of the Holdback Amountinaccuracy or breach of any representation, warranty or covenant made by any other Seller. (d) Notwithstanding Payments by an Indemnifying Party pursuant to Section 6.2 or Section 6.3 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom (i) any insurance proceeds and any indemnity, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out ofcontribution or other similar cash payment actually received by such Indemnified Party (or any of its Affiliates (including, with respect to or by reason Buyer after the Closing, the Company)) from any third party in respect of any such claim (less any costs or expenses associated with receiving such proceeds or payments (including any deductible or any increase or adjustment to insurance premium), and (ii) any reserves provided for and any claims arising from fraudthe item in question on the Purchase Price Statement as finally determined pursuant to Section 1.3. Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, criminal activity contribution or willful misconduct, or other similar agreements for any inaccuracy Losses. In addition, no claim for indemnification may be made pursuant to this Agreement if and to the extent such claim for Losses has been specifically reflected in or breach the Price Components set forth in the Purchase Price Statement as finally determined in accordance with the provisions of any representation or warranty in Section 3.01, Section 3.02(a1.3(b), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount In no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential damages that are not reasonably foreseeable under the circumstances, special damages or punitive damages (except, in each case, to the extent constituting amounts awarded by a court of any Losses competent jurisdiction and actually paid to third parties for which indemnification hereunder is provided under this ARTICLE VIII shall be net applicable or in the case of fraud, criminal activity, willful breach or intentional misconduct) or to the extent any amounts actually recovered by Loss arises from any loss of Tax benefits or Tax detriment arising from the Indemnified Party under insurance policies with respect to such Losses receipt of the indemnity payment or otherwise from the Tax treatment of the indemnity payment. (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to f) To the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no each Indemnified Party shall have take, and cause its Affiliates to take, commercially reasonable steps to mitigate any obligation to seek recovery from Loss upon becoming aware of any third party event or pursue recovery under any insurance policy with respect to any Lossescircumstance which does, or would reasonably be expected to, give rise thereto.

Certain Limitations. The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 6.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) exceeds $250,000 (the “Deductible”), in which event Seller shall be required to pay or be liable for Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 6.02(a) shall not exceed $7,762,500 (the “Cap”) except, in the case of each of the Deductible and the Cap, to the extent that any such Loss arises from or relates to either criminal activity of the Company or Seller or an action or inaction that constitutes fraud, intentional misrepresentation or gross negligence (and no such Losses shall count towards satisfaction of the Deductible or the Cap) or a breach or alleged breach by the Company or Seller of a Fundamental Representation (and no such Losses shall count towards satisfaction of the Deductible or the Cap). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 6.03(a) shall not exceed the Cap, except, in the case of each of the Deductible and the Cap, to the extent that any such Loss arises from or relates to a breach or alleged breach by Buyer of a Fundamental Representation (and no such Losses shall count towards satisfaction of the Deductible or the Cap). (c) For purposes of this ARTICLE VIIIVI, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, warranty or the Losses arising therefrom shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to a such representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. (a) For purposes of A Buyer’s Indemnified Party or a Sellers’ Indemnified Party making a claim under this ARTICLE VIII, Article VII is referred to as the amount of any Losses, but not “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 the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, Sections 7.2 and 7.3 shall be determined without regard subject to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable the following limitations: 7.4.1 The Indemnifying Party shall not be liable to a representation or warranty. (b) The Members shall have no liability the Indemnified Party for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless under Sections 7.2.1 or 7.3.1, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Sections 7.2.1 or 7.3.1 exceeds One Hundred Fifty Thousand Dollars ($150,000) 450,000 (the “BasketDeductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible; provided; however, that the Deductible will not apply to any Loss with respect to Fundamental Representations or indemnification claims made pursuant to Sections 7.2.2, 7.2.3, 7.2.4, 7.2.5, 7.2.6 or 7.3.2. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Sections 7.2.1 or 7.3.1, as the case may be, the Members Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $25,000 (which Losses shall not be counted toward the Deductible); provided; however, that the limitation described in this sentence will not apply to any Loss with respect to Fundamental Representations or indemnification claims made pursuant to Sections 7.2.2, 7.2.3, 7.2.4, 7.2.5, 7.2.6 or 7.3.2. 7.4.2 The aggregate amount of all Losses for which an Indemnifying Party shall be liable for all such Losses from pursuant to Sections 7.2.1 or 7.3.1 as the first dollar. The aggregate liability of the Members under Section 8.02(a) case may be, shall not exceed $8,000,000; provided; however, that the limitation described in this Section 7.4.2 will not apply to any Loss with respect to Fundamental Representations or indemnification claims made pursuant to Sections 7.2.2, 7.2.3, 7.2.4, 7.2.5, 7.2.6 or 7.3.2. 7.4.3 Payments by an Indemnifying Party pursuant to Sections 7.2 or 7.3 in respect of any Loss shall be limited to the amount of the Holdback Amount. any liability or damage that remains after deducting therefrom (ca) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts insurance proceeds actually recovered received by the Indemnified Party under insurance policies in respect of any such claim; (b) any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim; and (c) any express and specific reserve set forth with respect to such Losses (net on the Final Working Capital Statement; provided, however, that if the Indemnified Party actually receives insurance proceeds or such other indemnity, contribution or similar payment after payment to the Indemnified Party by an Indemnifying Party of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each an indemnification payment hereunder, the Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder promptly reimburse the Indemnifying Party to the extent required of any duplicate recovery by applicable Law. Notwithstanding the foregoing or anything in this Agreement Indemnified Party up to the contrary, aggregate amount of such indemnification payment. Stock Purchase Agreement - 62 7.4.4 In no event shall any Indemnifying Party be liable to any Indemnified Party shall have for any obligation punitive damages relating to seek recovery from the breach or alleged breach of this Agreement, except to the extent any such punitive damages are required to be paid to a third party or pursue recovery under any insurance policy in respect of a Third-Party Claim. 7.4.5 Buyer’s Indemnified Parties shall be required to recover indemnifiable Losses (a) first from the Regular Indemnity Escrow Amount (up to the remaining balance of the Regular Indemnity Escrow Amount while held pursuant to the Escrow Agreement); and (b) thereafter by proceeding directly against each Seller for such indemnifiable Losses up to such Seller’s Pro Rata Share of such indemnifiable Losses on a per-Loss basis; provided, however, that subsection (a) of this Section 7.4.5 will not apply to indemnifiable Losses with respect Fundamental Representations or indemnification claims made pursuant to any LossesSection 7.2.2, 7.2.3, 7.2.4, 7.2.5 or 7.2.6.

Certain Limitations. (a) For purposes Notwithstanding anything contained herein to the contrary, (i) the maximum aggregate Liability of this ARTICLE VIIIWHF Parent, WPI and the Sellers to all members of the Buyer Group, taken together for all Damages under Section 7.1(ii), shall be limited to $35,000,000 and (ii) the maximum aggregate Liability of WHF Parent, WPI, the Sellers, on the one hand, and Buyer and EMP, on the other hand, to all members of the Buyer Group or the Seller Group, as the case may be, taken together for all Damages under Article VII, shall be limited to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantyPurchase Price received by the Sellers. (b) The Members Notwithstanding anything contained herein to the contrary, WHF Parent, WPI, the Sellers and Buyer shall have no liability for not be obligated to make any indemnification pursuant to payment under Section 8.02(a7.1(ii) (other than with respect to Losses Taxes or title for which indemnification is provided the Transferred Units) or Section 7.2(ii) (other than title to the EMP Sold units), unless and until the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars (Damages sustained by the Buyer Group or the Seller Group, as the case may be, exceed on a cumulative basis, $150,000) 5,000,000 (the “"Basket”"), in at which point WHF Parent, WPI and the Sellers, on the one hand, or Buyer, on the other hand, as the case the Members may be, shall be liable for obligated to indemnify the Buyer Group or the Seller Group, as the case may be, from and against all such Losses from the first dollar. The aggregate liability cumulative Damages in excess of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountBasket. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of any Losses Damages for which indemnification is provided under this ARTICLE VIII shall Agreement will be reduced by any amounts actually received (including amounts received under insurance polices net of any amounts actually recovered expenses incurred in connection with the receipt of such proceeds or premium increases related to any insurance claims) by or on behalf of the Indemnified Party under insurance policies with respect from third parties (such amounts are referred to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefromherein as "Indemnity Reduction Amounts"). Each If any Indemnified Party shall act receives any Indemnity Reduction Amounts in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain respect of an Indemnified Claim for which indemnification is available hereunder provided under this Agreement after the full amount of such Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit to the extent required Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Indemnified Claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. WHF Parent, the Sellers, the Company and Buyer, as 50 appropriate, will, or will cause each Indemnified Party to, use its reasonable best efforts to pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. (d) Notwithstanding anything contained herein to the contrary, no member of the Seller Group and no member of the Buyer Group will be entitled after the Closing to any recovery under this Agreement for its own special, punitive, consequential, incidental or indirect Damages or lost profits; provided, however, that nothing herein shall prevent any member of the Seller Group or the Buyer Group from being indemnified for all components of awards against them in claims by third parties, including special, punitive, consequential, incidental or indirect Damages or lost profits components of such claims. (e) In the event that, prior to Closing, any Party to this Agreement obtains actual Knowledge of any breach of warranty or misrepresentation of another Party, such first-named Party shall immediately notify the other Party thereof and shall, subject to the termination rights set forth in Section 8.1(b), afford the other Party a reasonable period of time, not to exceed 45 days, in which to cure such breach or take such action as may be appropriate to correct the circumstances giving rise to the breach of warranty or misrepresentation. (f) Each and every representation and warranty of WHF Parent, the Sellers and Buyer contained in this Agreement and the Contribution Agreement (other than WHF Parent's and the Sellers' representations and warranties set forth in Sections 3.1 (organization and authority), 3.3 (capitalization and LLC units; title), 3.9 (Tax matters), 3.17 (employee benefits) and 3.19 (brokers' fees), and Buyer's and EMP's representations and warranties set forth in Sections 4.1 (organization), 4.2 (authorization), 4.7 (brokers' fees), Section 4.9 (capitalization and EMP Sold Units; title) shall survive the Closing and expire 18 months after the Closing Date. WHF Parent's and the Sellers' representations and warranties set forth in Section 3.3 (capitalization and LLC Units; title) and Buyer's and EMP's representation and warranties set forth in Section 4.9 (capitalization and EMP Sold Units; title) will survive the Closing Date, solely for purposes of Sections 7.1 and 7.2 without time limitation. WHF Parent's and the Sellers' representations and warranties set forth in Sections 3.1 (organization and authorization), 3.9 (Tax matters), 3.17 (employee benefits) and 3.19 (brokers' fees) will survive the Closing Date solely for purposes of Sections 7.1 or 7.3 until, and will expire when, in each case, the applicable Lawstatutes of limitations with respect to the subject matter of such representations and warranties have expired. Buyer's and EMP's representations and warranties set forth in Sections 4.1 (organization), 4.2 (authorization) and 4.7 (brokers' fees) will survive the Closing Date solely for purposes of Section 7.2 until, and will expire when, in each case, the applicable statutes of limitation with respect to the subject matter of such representations and warranties have expired. (g) The obligations of each Party to indemnify, defend and hold harmless the other Party and other Persons pursuant to this Article VII shall terminate (a) with respect to Sections 7.1(i), 7.1(iii), 7.1(iv), 7.2(i), 7.2(iii) and 7.2(iv), upon the expiration of all applicable statutes of limitations and (b) with respect to Sections 7.1(ii) and 7.2(ii) when the applicable representation or warranty expires pursuant to Section 7.4(f); provided, however that such obligations to indemnify, defend and hold harmless shall not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the 51 applicable period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party. (h) Notwithstanding the foregoing or anything in this Agreement or the Contribution Agreement to the contrary, any amounts payable pursuant to the indemnification obligations under Section 5.2(a) and Article VII shall be paid without duplication, and in no Indemnified event shall any Party shall have any obligation to seek recovery from any third party (whether individually or pursue recovery through the Company) be indemnified under any insurance policy with respect to any Lossesdifferent provisions of this Agreement, or recover amounts under Section 2.4, for the same Damages.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a9.02(a)(i) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under exceeds One Hundred Fifty Thousand Dollars ($150,000) 25,000 (the “Basket”), in which case the Members event Seller shall only pay or be liable for all such Losses from over and above the first dollarBasket. The aggregate liability amount of the Members under all Losses for which Seller shall be liable pursuant to Section 8.02(a9.02(a)(i) shall not exceed $5,040,000 (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a9.03(a)(i) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a)(i) exceeds the Basket, in which case Parent event Buyer shall only pay or be liable for all such Losses from over and above the first dollarBasket. The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.03(a)(i) shall not exceed the Cap. (c) In no event will any Party be entitled to recover or make a claim for any amounts in respect of, and in no event will “Losses” be deemed to include consequential, exemplary or punitive damages, lost profits or revenues, business interruption, diminution in value and no “multiple of earnings” or “multiple of cash flow” or similar valuation methodology will be used in calculating the amount of any Losses, except if damages are assessed against a Party using such methodology in connection with a Third Party Claim. In the Holdback Amountevent Buyer proceeds with the Closing despite ▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ obtaining actual knowledge after the date of this Agreement of a circumstance or condition pursuant to Section 6.01(a) of any breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement, and Seller did not have Knowledge of such circumstance or condition prior to the date of this Agreement, then no Buyer Indemnitee will have any claim or recourse against Seller with respect to such breach under this Article IX. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b9.04(a), Section 9.04(b) and Section 8.04(c9.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty Fundamental Representations; provided that each Party’s obligations to indemnify the other under this Agreement shall in Section 3.01, Section 3.02(ano event exceed the Purchase Price (prior to any adjustments set forth in this Agreement), Section 3.03unless the liability results from or arises out of fraud by either Buyer or Seller or their respective Affiliates or Representatives as finally determined by a court of competent jurisdiction, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesExcluded Liabilities which shall not be subject to any such limitation or reduce the indemnification available for any other Losses under this Agreement.

Certain Limitations. (a) For purposes of this ARTICLE VIII, the The aggregate amount of any Losses, but not all Losses that may be recovered by the Buyer Indemnified Parties from Seller pursuant to all claims for the purpose indemnification for breaches of determining whether there has been any inaccuracy in or representations and/or warranties under Section 7.1(a) (other than with respect to (A) fraud and/or (B) Seller’s breach of any representation of the representations or warrantywarranties in Section 4.1 (“Organization; Authority; Execution and Delivery”), Section 4.2 (“Consents; No Violation, Etc.”) or Section 4.4 (“Title to Purchased Assets”) (collectively, the “Fundamental Representations”)), shall be determined without regard to any materialitynot exceed, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. total, one million five hundred thousand euros (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000€1,500,000.00) (the “BasketCap”). The aggregate amount of all Losses that may be recovered by the Seller Indemnified Parties from Buyer pursuant to all claims for indemnification for breaches of representations and/or warranties under Section 7.2(a), shall not exceed the Cap. For the avoidance of doubt, the Cap shall not apply to either Party’s indemnity obligations under Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.2(b), or Section 7.2(c). The Buyer shall not be entitled to compensation for any Loss resulting from a breach of Seller’s representations or warranties unless the aggregate amount of all recoverable Losses in total equals to or exceeds an amount corresponding to thirty thousand euros (€30,000.00), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the entire amount of the Holdback Amount. (c) Parent Losses shall have no liability be recoverable. The Seller shall not be entitled to compensation for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided any Loss resulting from a breach of Buyer’s representations or warranties unless the aggregate amount of all recoverable Losses in total equals to or exceeds the Basket, an amount corresponding to thirty thousand euros(€30,000) in which case Parent the entire amount shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amountrecoverable. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The party(ies) making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.02(a)(i) or 7.02(b)(i) until the aggregate amount of any Lossesall Damages in respect of indemnification under Section 7.02(a)(i) or (b)(i), but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined (without regard giving effect to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a limiting the scope of any representation or warrantywarranty that is the subject of an indemnification claim) exceeds $25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Damages in excess of the Deductible. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses aggregate amount of all Damages for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members an Indemnifying Party shall be liable for all such Losses from the first dollar. The aggregate liability pursuant to (i) Sections 7.02(a)(i) or (b)(i) (other than in respect of the Members under Section 8.02(aFundamental Representations) shall not exceed seventy-five percent (75%) of the Purchase Price, (i) Sections 7.02(a)(i) or (b)(i) (in respect of any of the Fundamental Representations) shall not exceed the Purchase Price and (iii) Sections 7.02(a)(ii), (a)(iii), (b)(ii) or (b)(iii) shall not exceed the Purchase Price. In addition, the aggregate amount of all Damages for which an Indemnifying Party shall be liable pursuant to 7.02(a) or (b) shall not exceed the Holdback AmountPurchase Price. For purposes of Article VII, Seller and Controlling Owners, on the one hand, and Buyer and Parent, on the other, are together considered an Indemnify Party. Such limitations shall not apply in the case of fraud. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a) with 7.02 in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any Damages shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed limited to the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply any liability or damage that remains after deducting therefrom any insurance proceeds received or reasonably expected to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered received by the Indemnified Party under insurance policies with in respect to of any such Losses (claim, in each case net of any deductibles, and all out-of-pocket costs to recover and expenses of recovery of such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, proceeds (it being understood that no Indemnified Party shall have any obligation to seek recovery from acquire or maintain any insurance coverage). (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any: (i) damages that are remote or unforeseeable; or (ii) any punitive or exemplary damages except to the extent paid or payable by any Indemnified Party to any third party or pursue recovery party. Such limitations shall not apply in the case of fraud. (e) Each Controlling Owner’s liability under any insurance policy with respect this Article VII shall be limited to be no more than the product of Damages for which Buyer is entitled to Indemnification and such Controlling Owner’s the pro rata portion of ownership interest in the Seller immediately prior to Closing. Such limitation shall not apply, as to any LossesControlling Owner, in the case of fraud by such Controlling Owner.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, The ACZ Shareholders shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Company Indemnified Parties for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless 8.01 until the aggregate amount of all Losses in respect of indemnification under Section 8.01 exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)50,000, in which case the Members event ACZ Shareholders shall be required to pay or be liable for all such Losses from the first dollar. ; (b) The aggregate liability amount of all Losses for which the Members ACZ Shareholders shall be liable under Section 8.02(a) 8.01 shall not exceed the amount of the Holdback Amount.Adjusted Purchase Price; (c) The ACZ Shareholders can elect to satisfy their obligations to the Company Indemnified Parties by surrendering Exchangeable Shares and/or Parent Shares for cancellation at a value of $3.91 per share and the Company Indemnified Parties shall have no liability for indemnification pursuant to Section 8.03(a) with respect to recourse against any other assets of the ACZ Shareholders where the value of the securities surrendered exceeds the Losses for which indemnification is provided unless the ACZ Shareholders are liable; (d) The aggregate amount of all Losses exceeds for which the Basket, in which case Parent Company shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) 8.02 shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06.Adjusted Purchase Price; and (e) The amount An Indemnified Party is not entitled to double recovery for any Losses though they may have resulted from the breach, inaccuracy, or failure to perform of more than one of the representations, warranties, covenants, or obligations of the Indemnifying Party to this Agreement or be based on different theories of liability or causes of action, including, for certainty that, no claim may be made under this Article VIII in respect of any Losses amount that has been accounted for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by in the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing Working Capital.

Certain Limitations. 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 obligations of the Parties set forth in Section 9.2 and Section 9.3, respectively, shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, No (i) Purchaser Indemnitee shall be entitled to recovery for Losses under Section 9.2(a) until the aggregate amount of any 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, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, ; and (ii) KOPIN Indemnitee shall be determined without regard entitled to any materialityrecovery for Losses under Section 9.3(a) until the aggregate amount of Losses thereunder exceeds an amount equal to Twenty-Five Thousand US Dollars (US$25,000), Material Adverse Effect or similar qualification contained at which time the KOPIN Indemnitees shall, subject to the other limitations set forth in or otherwise applicable this Section 9.4, be entitled to a representation or warrantyrecover all such Losses. (b) The Members maximum amount of Losses for which KOPIN shall have no liability be liable under Section 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 indemnification pursuant to which KOPIN shall be liable under Section 8.02(a) 9.2 with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) Legal Proceeding identified on Schedule 6 shall not exceed the amount of the Holdback Amountbe subject to such limitation. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to The maximum amount of Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent Purchaser shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) 9.3 shall not exceed the amount of the Holdback AmountIndemnification Cap. (d) Notwithstanding Any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of the foregoingstate of facts giving rise to such Liability constituting a breach of more than one representation, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based uponwarranty, arising out of, with respect to covenant or agreement or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy a Party receiving an adjustment to the Purchase Price in or breach accordance with the terms of any representation or warranty this Agreement in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06connection with the facts giving rise to the right of indemnification. (e) The amount Payments by any Indemnifying Party to an Indemnified Party in respect of any Losses for which indemnification is provided an indemnifiable Loss under this ARTICLE VIII Article IX shall be (i) reduced by any insurance proceeds actually received from a Third Party insurer (net of any amounts actually recovered reasonable costs incurred by the such Indemnified Party under insurance policies to enforce payment from such third-party insurer) by such Indemnified Party with respect to such Losses Loss; and (ii) reduced by indemnification, reimbursement, credits, rebates, refunds or other payments actually received by such Indemnified Party with respect to such Loss (net of any reasonable costs to recover incurred by such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may payobtain such indemnification, incurreimbursement, suffer credits, rebates, refunds or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesother payments).

Certain Limitations. (ai) If the Closing occurs, Sellers shall have no liability with respect to claims under Section 11.2(a) and Section 11.2(e) until the aggregate of all Losses suffered by all Buyer Indemnified Persons with respect to such claims exceeds Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00) (it being agreed that in the event such threshold is reached and exceeded, the Buyer Indemnified Persons shall only be entitled to recover Losses in excess of such amount). The limitation of the preceding sentence shall not apply to any Breach(es) of the Fundamental Representations. (ii) If the Closing occurs, the aggregate liability of Sellers with respect to Losses for claims under Section 11.2(a) and Section 11.2(e) shall not exceed Ten Million Dollars and 00/100 ($10,000,000.00); provided, that the aggregate liability with respect to Losses resulting from a Breach of the Fundamental Representations and all other Losses not subject to the Ten Million Dollar and 00/100 ($10,000,000.00) limitation shall not exceed the Closing Payment. (iii) For purposes of this ARTICLE VIIISection 11.6, any single Loss that is less than Seven Thousand Five Hundred Dollars and 00/100 ($7,500.00) shall be disregarded (and Buyer Indemnified Parties shall not be entitled to indemnification under Section 11.2 with respect thereto); provided, however, that any series of Losses arising out of the same occurrence or recurring Losses of a similar nature shall be aggregated and treated as a single Loss. (iv) Notwithstanding anything to the contrary herein, the amount limitations of any Losses, but this Section 11.6 will not for the purpose of determining whether there has been any inaccuracy in apply to Breaches or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in other Losses based on or otherwise applicable to a representation involving the fraud or warrantywillful misconduct of one or more Sellers. (b) The Members shall have no liability for All indemnification or reimbursement payments required pursuant to this Agreement with respect to any Loss shall be net of amounts actually received by an Indemnified Person with respect to such Loss (i) as proceeds of insurance policies, but not to exceed the limits contained in the Company and its Subsidiaries’ insurance policies as of the Closing Date (the “Acquired Companies’ Insurance Policies”), and (ii) from third parties having a contractual relationship with the Company or its Subsidiaries prior to Closing, including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise (collectively, “Alternative Arrangements”). With respect to any Loss that is the subject of a claim for indemnity under this Article XI, Buyer shall use commercially reasonable efforts to collect proceeds relating to insurance policies of the Company or its Subsidiaries in effect prior to Closing; provided however, nothing herein shall require Buyer or an applicable Acquired Company to commence and prosecute a lawsuit or other Proceeding against such insurer(s) as a condition of Sellers’ obligation to indemnify as provided herein, but it shall be sufficient that Buyer or the applicable Acquired Company make demand upon such insurer(s) for such insurance or liability or Loss, as the case may be, and subject to Sellers’ rights of reimbursement as provided below. If any amounts are received by Buyer or any of the Acquired Companies with respect to such Losses after Buyer or the applicable Acquired Company has received such amounts from an indemnifying party, Buyer or the applicable Acquired Company shall promptly, but in any event no later than ten (10) Business Days after the actual receipt of such amounts, pay such amount to the indemnifying party up to the amount received by Buyer or applicable Acquired Company from the indemnifying party, subject to the limits set forth in Section 8.02(a11.6(b)(i). To the extent that any amount has been delivered or credited to an indemnifying party under this Section 11.6(b) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)a Loss, in which case the Members such Loss shall be liable for all deemed adjusted downward by such Losses from amount and such Loss shall not be counted in the first dollar. The aggregate liability determination of whether any threshold or cap hereunder has been met to the extent of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountincluded in such adjustment. (c) Parent shall have no liability for To the extent that any Losses which would otherwise be subject to indemnification pursuant to Section 8.03(a) with respect to Losses this Article XI were reflected in the calculation of the Purchase Price or for which indemnification is provided unless a working capital adjustment was made pursuant to Section 2.7, (i) Buyer Indemnified Persons shall not be able to recover for such Losses, and (ii) such Losses shall not be counted in the aggregate determination of all Losses exceeds the Basketwhether any threshold or cap hereunder has been met, in which each case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder only to the extent required by applicable Law. Notwithstanding of the foregoing amount included in such calculation or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesadjustment.

Certain Limitations. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a8.2(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) exceeds One Hundred Fifty Thousand Dollars twenty five thousand dollars ($150,00025,000) (the “BasketDeductible”), in which case the Members event Seller shall be required to pay or be liable for all such Losses from that exceed the first dollarDeductible. The aggregate liability amount of the Members under all Losses for which Seller shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed two million dollars ($2,000,000) (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a8.3(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the BasketDeductible, in which case Parent event Buyer shall be required to pay or be liable for all such Losses from that exceed the first dollarDeductible. The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.4(a) and Section 8.04(c8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and inaccuracy in or breach of any claims arising from fraudrepresentation or warranty in the Seller Fundamental Representations, criminal activity or willful misconductthe Seller Special Representations, or the Buyer Fundamental Representations. The aggregate amount of all Losses for which Seller shall be liable under the Seller Fundamental Representations and the Seller Special Representations shall not exceed the Purchase Price. The aggregate amount of all Losses for which Buyer shall be under the Buyer Fundamental Representations shall not exceed the Purchase Price. (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 Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06or otherwise applicable to such representation or warranty. (e) The amount Notwithstanding any provision to the contrary in this Agreement, in no event shall an Indemnified Party be entitled to double recovery under this Agreement. In particular, in the event any circumstances given rise to a Loss constitute a breach of more than one representation and warranty, obligation or covenant on the part of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by Indemnifying Party, the Indemnified Party under insurance policies with shall only collectively be entitled to be indemnified once in respect to of such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesLoss.

Certain Limitations. The indemnification provided for in Sections 10.2 and 10.3 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the The aggregate amount of any Losses, but not all Losses for which the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, Company Securityholders shall be determined without regard liable pursuant to any materiality, Material Adverse Effect or similar qualification contained Section 10.2 shall not exceed the aggregate cash and Parent Ordinary Shares then available in or otherwise applicable to a representation or warrantythe Escrow Account (the “Cap”). (b) The Members Notwithstanding any other provision of this Agreement, the Company Securityholders shall not have no liability for indemnification any obligation to indemnify any Parent Indemnitee pursuant to Section 8.02(a) 10.2, unless and until the aggregate amount of all such individual Losses incurred or sustained by all Parent Indemnitees with respect to Losses for which the Parent Indemnitees would otherwise be entitled to indemnification is provided unless the aggregate of all Losses under Section 10.2 exceeds One Hundred Fifty Thousand Dollars ($150,000) 1,000,000 (the “BasketThreshold Amount”), in which case and then only to the Members shall be liable for all extent such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Threshold Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to The aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under pursuant to Section 8.03(a) 10.3 shall not exceed the amount of the Holdback Amount$88,900,000. (d) Notwithstanding any other provision of this Agreement, Parent shall not have any obligation to indemnify any Stockholder Indemnitee pursuant to Section 10.3 unless and until the foregoingaggregate amount of all such individual Losses incurred or sustained by all Stockholder Indemnitees with respect to which the Stockholder Indemnitees would otherwise be entitled to indemnification under Section 10.3 exceeds the Threshold Amount, and then only to the extent such Losses exceed the Threshold Amount. (e) The Company Stockholders shall have no right of contribution or other recourse against the Surviving Corporation or its Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any claims asserted by Parent Indemnitees. (f) The limitations set forth in this Section 8.04(b) and Section 8.04(c) 10.4 shall not apply to Losses based upon, arising out of, with respect to or by reason in the case of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06breach. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Sections 8.2 and 8.3 shall be subject to the following limitations: (a) Except for claims arising from Fraud or claims with respect to the inaccuracy or breach of the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, and Section 3.26 (the “Fundamental Representations”), the Sellers shall not be liable to the Indemnified Party for indemnification under Section 8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) exceeds 0.5% of the Base Purchase Price (the “Deductible”), in which event the Sellers shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.2(a) or Section 8.3(a) other than with regard to breaches of Fundamental Representations, Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.5, as the case may be, the Sellers shall not be liable for any individual or series of related Losses which do not exceed $50,000 (which Losses shall not be counted toward the Deductible). (b) Except for claims arising from Fraud, the aggregate amount of all Losses for which the Sellers shall be liable (i) pursuant to Section 8.2(a) shall not exceed 0.5% of the Base Purchase Price, (ii) pursuant to Sections 6.15 (other than amounts payable to Buyer with respect to the PRC Capital Gains Tax), 8.2(b) and 8.2(e) shall not exceed $31,500,000 in the aggregate in addition to any amounts paid out of the General Escrow Funds, (iii) pursuant to Section 8.2(d) shall not exceed the EIA Escrow Funds, and (iv) pursuant to Section 8.3(a) shall not exceed the portion of the Purchase Price actually received by such Seller. For purposes of calculating the limitations within each clause (i), (ii), (iii) or (iv) of this Section 8.5, all Losses with respect to the matters referenced in such clause (other than amounts payable to Buyer with respect to the PRC Capital Gains Tax and payable out of the EIA Escrow Funds) shall be aggregated with all other Losses with respect to the matters referenced in such clause without regard to the provision under which any Seller is liable for such Losses. (c) Payments by an Indemnifying Party pursuant to Section 8.2 or 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received in respect of any such claim. The Indemnified Party shall not be obligated to seek recovery under insurance policies, other than the R&W Insurance Policy, or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Subject to Section 8.5(c), 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. (e) For purposes of this ARTICLE Article VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in contained herein (except for Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 3.5 and Section 4.06. (e3.9(a)) The amount of shall not be deemed qualified by any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect reference to materiality, Material Adverse Effect or other similar qualifications in or otherwise applicable to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer representation or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losseswarranty.

Certain Limitations. (a) For purposes Except as otherwise expressly provided herein, Seller (on behalf of this ARTICLE VIII, the amount of any Losses, but not itself and as agent for the purpose Other Sellers) shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses as follows: (i) pursuant to Sections 9.1(a)(i) and 9.1(a)(ii), in excess of determining whether there has been an amount equal to 18% of the Purchase Price (the “Indemnity Cap”), provided, that any inaccuracy in or Purchaser Losses from any breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantywarranty made by Seller in Sections 4.1 (Corporate Existence), 4.2(a), 4.2(b)(A) and 4.2(b)(C) (Corporate Authority) (collectively, the “Seller Corporate Representations”) shall not be subject to any limitation, other than as provided in Section 11.18 hereof; (ii) pursuant to Section 9.1(a)(iii), in excess of the Purchase Price; and (iii) pursuant to Sections 9.1(a)(iv) and 9.1(a)(v), without any limitation, other than as provided in Section 11.18 hereof. (b) The Members Purchaser (on behalf of itself and as agent for any Affiliates) shall have no liability not be obligated to indemnify Seller Indemnified Parties for indemnification aggregate Seller Losses as follows: (i) pursuant to Sections 9.1(b)(i) and 9.1(b)(ii), in excess of an amount equal to the Indemnity Cap, provided, that any breach of a representation or warranty made by Purchaser in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) (together, the “Purchaser Corporate Representations”) shall not be subject to any limitation, other than as provided in Section 11.18 hereof; (ii) pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”9.1(b)(iii), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability excess of the Members under Purchase Price; and (iii) pursuant to Section 8.02(a) shall not exceed the amount of the Holdback Amount9.1(b)(iv), without any limitation, other than as provided in Section 11.18 hereof. (c) Parent Notwithstanding anything contained here to the contrary, Seller (on behalf of itself and as agent for the Other Sellers) shall have no liability for indemnification pursuant not be obligated to Section 8.03(aindemnify Purchaser Indemnified Parties under this Agreement (x) with respect to Losses for which indemnification is provided any individual Purchaser Loss of less than ten thousand dollars ($10,000.00) (the “Minimum Amount”) and (y) unless and until the aggregate of all Purchaser Losses exceeds (excluding individual Purchaser Losses less than the BasketMinimum Amount) subject to such indemnification collectively exceed two hundred fifty thousand dollars ($250,000.00) (the “Threshold”), in which case Parent whereupon such indemnification shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed made by Seller with respect to the amount of such Purchaser Losses (excluding individual Purchaser Losses less than the Holdback Minimum Amount); provided, however, that the Threshold shall not apply to (i) a breach of the Seller Corporate Representations, or (ii) the matters described in Sections 9.1(a)(iii), 9.1(a)(iv) or 9.1(a)(v) hereof. (d) Notwithstanding anything contained herein to the foregoingcontrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties under this Agreement (x) with respect to any individual Seller Loss of less than the limitations set forth in Section 8.04(bMinimum Amount and (y) unless and Section 8.04(cuntil the aggregate Seller Losses (excluding individual Seller Losses or related Seller Losses less than the Minimum Amount) subject to such indemnification collectively exceed the Threshold whereupon such indemnification shall be made by Purchaser with respect to the amount of such Seller Losses; provided, however, that the Threshold shall not apply to Losses based upon, arising out of, with respect to or by reason (i) a breach of any for and any claims arising from fraud, criminal activity or willful misconductthe Purchaser Corporate Representations, or for any inaccuracy (ii) the matters described in Sections 9.1(b)(iii) or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.069.1(b)(iv) hereof. (e) The amount representations and warranties of Seller and Purchaser contained in ARTICLE IV and ARTICLE V, respectively, of this Agreement and any other Transaction Document shall survive the Closing until 12 months after the Closing; provided, however, that the Seller Corporate Representations and the Purchaser Corporate Representations shall survive until the expiration of any Losses for which indemnification is provided under applicable statute of limitation, including any suspensions, tollings or extensions thereof. The covenants and agreements contained in this ARTICLE VIII Agreement shall be net survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations, including any amounts actually recovered by the Indemnified Party under insurance policies suspensions, tollings or extensions thereof, with respect to the matters contained therein. (f) The obligations to indemnify and hold harmless a Party pursuant to Sections 9.1(a)(i), 9.1(a)(ii), 9.1(a)(iii), 9.1(b)(i), 9.1(b)(i)(ii) or 9.1(b)(iii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(e); provided, however, that such Losses (net of any costs obligations to recover such insurance payments indemnify and any increased premiums resulting therefrom). Each Indemnified Party hold harmless shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy not terminate with respect to any Lossesitem as to which Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. Notwithstanding anything to the contrary in this Agreement or any right or remedy available under any Law, the indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) Seller shall be liable for Losses under Section 7.02(a) (other than with respect to Fundamental Warranties) only if such Losses exceed, in the aggregate, $75,000 (the “Deductible”). For purposes the avoidance of this ARTICLE VIIIdoubt, Seller’s and Shareholder’s liability for Taxes (whether arising under Section 7.02 or otherwise) shall not be subject to the Deductible. Buyer and Parent shall be liable for Losses under Section 7.03(a) only if such Losses exceed, in the aggregate, the amount Deductible. For the avoidance of any Lossesdoubt, but not for with respect to the purpose of determining whether there has been any inaccuracy in Buyer Indemnified Parties’ aggregate Losses under Section 7.02(a) or breach of any representation or warrantythe Seller Indemnified Parties’ aggregate Losses under Section 7.03(a), the Buyer Indemnified Parties and the Seller Indemnified Parties, as applicable, shall be determined without regard entitled to any materialityrecover only that portion of their Losses under Section 7.02(a) or 7.03(a), Material Adverse Effect or similar qualification contained respectively, in or otherwise applicable to a representation or warrantyexcess of the Deductible. (b) The Members shall have no liability for indemnification No Buyer Indemnified Party may recover any Losses pursuant to Section 8.02(a7.02(a) (other than with respect to Losses for which indemnification is provided unless the Fundamental Warranties) from Seller in excess of an aggregate of all Losses exceeds One Hundred Fifty Thousand amount equal to Three Million Dollars ($150,000) 3,000,000). The foregoing limitation shall not apply to claims with respect to Fundamental Warranties (it being understood that Losses in respect of the “Basket”Fundamental Warranties shall be counted for purposes of determining whether the foregoing limitation has been reached notwithstanding the fact that such Losses are indemnifiable). No Buyer Indemnified Party may recover any Losses pursuant to Section 7.02(a), including with respect to Fundamental Warranties, from Seller in which case the Members shall be liable for all such Losses from the first dollar. The excess of an aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountequal to Twenty Million Dollars ($20,000,000). (c) Parent shall have no liability for indemnification pursuant Notwithstanding anything to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingcontrary herein, the limitations set forth in Section 8.04(bSections 7.04(a) and Section 8.04(c(b) shall not apply to Losses based upon, arising out of, with any claim for fraud or intentional misrepresentation. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect to or by reason of any for Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any claims arising from fraudindemnity, criminal activity contribution or willful misconductother similar payment actually received in respect of any such claim (net of any deductibles and taking into account any increase in the cost of insurance as the result of such recovery). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any inaccuracy in or breach Losses prior to seeking indemnification under this Agreement. Notwithstanding the foregoing, no claim for indemnification shall be conditioned upon the final resolution of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 such insurance claim and Section 4.06the proceeds of such claim to be paid back to the Indemnifying Party if collected after the payment by the Indemnifying Party to the Indemnified Party concerning such claim. (e) The amount Each Person entitled to indemnification hereunder shall take, or cause to be taken, commercially reasonable steps to mitigate all Losses after becoming aware of any Losses for which indemnification is provided under this ARTICLE VIII shall event that could reasonably be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect expected to such Losses (net of any costs give rise to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer which are indemnifiable or sustain for which indemnification is available recoverable hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesconnection herewith.

Certain Limitations. The indemnification provided for in Section 8.02 shall be subject to the following limitations: (a) For purposes Except as set forth in the second sentence of this ARTICLE VIIISection 8.04(a), Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds the Basket, in which case Parent event Seller shall be required to pay on that amount in excess of the Basket. The parties acknowledge that the foregoing limitations with respect to the Basket do not apply to Losses arising out of or relating to breach by Seller of any Fundamental Representation or the representations and warranties in Section 3.22 , as a result of Fraud or intentional misrepresentation, or from the Summit Loan. (b) Except as set forth in the second sentences of this Section 8.04(b), and Section 8.04(c) below, the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) or for all such Losses from the first dollar. The aggregate liability of Parent under which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the amount Cap, or in the case of breach of an IP Representation, the IP Indemnity Cap. The parties acknowledge that the Cap does not apply to Losses arising out of or relating to breaches by Seller of any Fundamental Representations, breaches by Seller of the Holdback AmountIP and Asset Representations, which are subject to the IP and Asset Indemnity Cap, breaches of representations in Section 3.22, or the Summit Loan, and, with respect to Buyer or Seller, Fraud or intentional misrepresentation. In no event shall Seller have any liability for breaches of Fundamental Representations other than for Fraud or intentional misrepresentations, in excess of the Purchase Price actually received. For the avoidance of doubt, the liability of any party pursuant to Sections 8.02(b)-(d) (inclusive), and 8.03(b) or for Fraud or intentional misrepresentation shall be uncapped. (c) The parties acknowledge and agree that the Cap and the IP Indemnity Cap each may increase as Contingent Payments are made pursuant to Section 2.06 and the Purchase Price increases. If an indemnifiable Loss exceeds the then-current Cap (or IP Indemnity Cap), the shortfall equal to the Loss minus the Cap (or IP Indemnity Cap), will be carried forward, and recoverable as provided in Sections 8.08 and 8.11 (e.g. through a set-off against subsequent Contingent Payments). For example, if (i) a Loss of $500,000 is subject to a Cap (or IP Indemnity Cap), of $350,000, and (ii) the Cap (or the IP Indemnity Cap), is subsequently increased to $500,000 as a result of Contingent Payments paid or payable then (iii) the $150,000 shortfall under clause (i) will be fully recoverable upon the occurrence of the Cap (or the IP Indemnity Cap), increase in clause (ii), through a $150,000 set off of Contingent Payments. These Cap adjustments will apply until the Contingent Payment obligations have expired. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) No party shall not apply be entitled to Losses based upon, arising out of, with respect to or by reason reimbursement under any provision of any for and any claims arising from fraud, criminal activity or willful misconduct, or this Agreement for any inaccuracy in or breach amount to the extent such party has previously been actually reimbursed for the same amount under any other provision of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06this Agreement. (e) The amount of In the event any Losses for which indemnification is provided under this ARTICLE VIII are covered by insurance, such Losses shall be net of any amounts the Buyer Indemnitees or Sellers Indemnitees, as applicable, actually recovered by the Indemnified Party under receive as an insurance policies payment with respect to such Losses (covered claim and net of any costs to recover such insurance payments or recovery and any increased expenses, deductibles, and additional amounts that become payable to the insurer through adjustments to past, present, or future premiums resulting therefrom). Each Indemnified Party or other similar mechanism. (f) No party shall act in good faith and be entitled to indemnification for any punitive or exemplary damages or damages based on a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder multiple of earnings (except to the extent required by applicable Law. Notwithstanding awarded to a third party in a third-party claim). (g) For the purposes of calculating Losses to which any party may be entitled, such Losses shall not include amounts taken into account as a reduction in the Purchase Price in the determination of Net Working Capital. (h) In no event shall any party be entitled to recover more than once for any given Loss relating to a given set of facts, circumstances or events; provided, however, that the foregoing shall not restrict any party from recovering for additional Losses for such set of facts, circumstances, or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesevents so long as such recover is not duplicative of amounts already recovered.

Certain Limitations. (a) For purposes No Claim by a Parent Indemnitee or Company Indemnitee for indemnification for claims for breaches of this ARTICLE VIIIrepresentations and warranties pursuant to Section 8.1(a) or Section 8.4(a), respectively, may be made until the amount of all Losses related to such Claims exceeds $50,000.00, (the “Basket”) whereupon the Indemnifying Party shall be obligated to pay in full up to the Cap all amounts for indemnification, including the entire amount of the Basket. The indemnification obligations for claims for breaches of representations and warranties pursuant to Section 8.1(a) or Section 8.4(a), respectively, apply, and the Parent Indemnitee or Company Indemnitee shall be entitled to exercise indemnification rights under Section 8.1(a) or Section 8.4(a), respectively, only for any individual claim or series of similar or related claims with respect to which the aggregate Losses resulting therefrom exceed $5,000 (and all Losses, but not for the purpose if they so exceed $5,000, arising from any such claim or series of determining whether there has been any inaccuracy in similar or breach of any representation or warranty, related claims shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantyfully indemnified and counted toward the Basket). (b) The Members shall have no liability maximum amount of indemnifiable Losses in the aggregate which may be recovered from the Shareholders or Parent, respectively, for indemnification for breaches of representations and warranties pursuant to Section 8.02(a8.1(a) with respect or Section 8.4(a), respectively, shall not exceed an amount equal to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) Holdback Merger Consideration (the “BasketCap”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent Notwithstanding the limitations set forth in Section 8.6(a) and Section 8.6(b), neither the Cap nor the Basket shall have no liability for apply to (i) Claims based on a breach of the Fundamental Representations or the indemnification pursuant to obligations under Section 8.03(a8.1(a) with respect to Losses such matters, and (ii) indemnification obligations under Section 8.1(b) through Section 8.1(i) and Section 8.2, for which indemnification is provided unless the maximum amount of indemnifiable Losses in the aggregate of all Losses exceeds which may be recovered from the Basket, in which case Parent Shareholders shall be liable for all such Losses from the first dollar. The aggregate liability of Total Merger Consideration, plus (x) if there is a Shareholder Excess, the Company Adjustment Amount, and minus (y) if there is a Parent under Section 8.03(a) shall not exceed Deficit, the amount of the Holdback Parent Adjustment Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, no Indemnified Party Indemnitee shall be entitled to duplicative recoveries arising out of the same facts or circumstances. (e) Losses payable under Article VIII shall be calculated after giving effect to proceeds actually received by an Indemnitee or their Affiliates from insurance policies maintained by the Indemnitee or their Affiliates covering the Losses that are the subject of the claim for indemnification); provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Losses. (f) Losses payable under Article VIII shall be calculated net of any specific liability accruals to the extent that such Losses are included as current liabilities in the determination of final Net Working Capital pursuant to Section 1.14. (g) The limitations set forth in this Section 8.6 shall not apply to Claims based on fraud, willful misconduct, intentional misrepresentation, intentional breach or criminal activities, and any such Claims shall be excluded in calculating the limitations on indemnification obligations of Shareholders set forth in this Section 8.6. (h) Nothing in this Agreement shall limit any party’s equitable remedies or any remedy any party hereto may have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesfraud, willful misconduct, intentional misrepresentation, intentional breach or criminal activities.

Certain Limitations. The indemnification provided for in 9.02 and 9.03 shall be subject to the following limitations, it being understood that the provisions set forth in this Section 9.04 shall not in any way expand the obligations of any of the parties set forth in Section 9.02 or 9.03: (a) For purposes No Buyer Indemnitee shall make an indemnity claim under 9.02(a) (other than in respect of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been Losses that arise from any inaccuracy in or breach of any representation Fundamental Representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification the representations and warranties contained in 4.21 (Taxes), 4.07(s), 4.19(p) or otherwise applicable 4.19(q) to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant the extent those provisions relate to Section 8.02(aTaxes) with respect to Losses for which indemnification is provided any individual occurrence unless and until the aggregate amount of Losses suffered by the Buyer Indemnitee arising from such occurrence or series of related occurrences exceeds or may reasonably be expected to exceed $400,000. The Sellers, Optionholders and SAR Holders shall not be liable to the Buyer Indemnitees for indemnification under 9.02(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation or the representations and warranties contained in 4.21 (Taxes), 4.07(s), 4.19(p) or 4.19(q) to the extent those provisions relate to Taxes) until the aggregate amount of all Losses in respect of indemnification under 9.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 5,000,000 (the “BasketDeductible Amount”), in which case event the Members Sellers, Optionholders and SAR Holders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate liability in excess of the Members Deductible Amount, subject to the terms of this ARTICLE IX. (b) No Seller Indemnitee shall make an indemnity claim under Section 8.02(a9.03(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation) with respect to any individual occurrence unless and until the aggregate amount of Losses suffered by the Seller Indemnitee arising from such occurrence or series of related occurrences exceeds or may be reasonably expected to exceed $400,000. Buyer shall not exceed be liable to the Seller Indemnitees for indemnification under 9.03(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation) until the aggregate amount of all Losses in respect of indemnification under 9.03(a) exceeds the Holdback Deductible Amount, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible Amount. (c) Parent shall have no liability for indemnification pursuant Subject to Section 8.03(a) with respect to 9.04(d), the aggregate amount of all Losses for which indemnification is provided unless the Sellers, Optionholders and SAR Holders shall be liable pursuant to 9.02(a) shall not exceed an amount equal to the Indemnification Escrow Amount (the “Cap”) and the aggregate amount of all Losses exceeds the Basket, in for which case Parent Buyer shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(apursuant to 9.03(a) shall not exceed the amount of the Holdback AmountCap. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c9.04(c) shall not apply to Losses based uponthat arise from any inaccuracy in or breach of any Fundamental Representation; provided, that, the aggregate amount of all Losses for which (i) the Sellers, Optionholders and SAR Holders shall be liable pursuant to this Agreement shall not exceed an amount equal to the Purchase Price, (ii) the Optionholders and SAR Holders shall be liable pursuant to this Agreement shall not exceed an amount equal to the Cap and (iii) the Buyer shall be liable pursuant to this Agreement shall not exceed the Purchase Price. (e) For purposes of this ARTICLE IX, if it is determined that an Indemnified Party is entitled to recover Losses arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01set forth herein, Section 3.02(a)all qualifications as to materiality, Section 3.03Material Adverse Effect, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06Buyer Material Adverse Effect or other similar qualification shall be disregarded for the purpose of the calculation of Losses that resulted from any such breach of such representation or warranty. (ef) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for (i) any consequential, incidental or indirect Losses, except to the extent such Losses are either reasonably foreseeable or payable by a Buyer Indemnitee to a Person other than a Buyer Indemnitee or by a Seller Indemnitee to a Person other than a Seller Indemnitee or (ii) special or punitive Losses, except to the extent that such Losses are payable by a Buyer Indemnitee to a Person other than a Buyer Indemnitee or by a Seller Indemnitee to a Person other than a Seller Indemnitee. (g) The amount of Buyer Indemnitees shall not be entitled to indemnification for any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by to the Indemnified Party under insurance policies extent a Liability with respect to such Losses (net Loss was specifically reserved against and reflected on the Financial Statements, unless such liability exceeds the amount of any costs to recover such insurance payments reserve, which shall be the Sellers’, Optionholders’ and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may paySAR Holders’ responsibility, incur, suffer or sustain for which indemnification is available hereunder subject to the extent required by applicable Law. terms of this Agreement. (h) Notwithstanding the foregoing or anything in any other provision of this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party except (i) in the case of fraud or pursue recovery under any insurance policy (ii) with respect to any LossesFundamental Representation, each Seller’s, Optionholder’s and SAR Holder’s maximum aggregate indemnification liability pursuant to 9.02(a) shall be such Seller’s, Optionholder’s and SAR Holder’s share of the Indemnification Escrow Amount; provided that the foregoing remains subject to 9.04(d). The sole and exclusive recourse for any amount finally determined to be owed in respect of any indemnity obligations pursuant to 9.02 (a) (except (i) in the case of fraud or (ii) with respect to any Fundamental Representation) shall be the Indemnification Escrow Amount. (i) The Seller Indemnitees shall not make any claim for contribution from the Company or any Company Subsidiary or any of their respective officers, directors, members, managers or employees with respect to any indemnity claims arising under or in connection with this Agreement to the extent that any Indemnified Party is entitled to indemnification hereunder for such claim. The Seller Indemnitees hereby waive any such right of contribution from the Company, any Company Subsidiary and any of their respective officers, directors, members, managers or employees they have or may have in the future. The Seller Indemnitees further agree not to make, directly or indirectly, and hereby waive, any claim for indemnification against the Company or any Company Subsidiary by reason of the fact that the Seller Indemnitees or any of their Affiliates or Representatives was a member, manager, officer, director, employee or agent of the Company or a Company Subsidiary (whether such claim is for Losses or otherwise and whether such claim is pursuant to any Law, organizational document, Contract or otherwise) with respect to any Action brought by a Buyer Indemnitee against any Seller, Optionholder or SAR Holder or any Affiliate or Representative thereof (whether such claim is pursuant to this Agreement or otherwise). (j) The Sellers, Optionholders and SAR Holders shall have no obligation to indemnify any Buyer Indemnitee with respect to any breach of the representations in Section 4.18 to the extent (i) arising out of any sampling of soil, groundwater, soil vapor or other environmental media at the Real Property by Buyer, except as required under Environmental Laws or by any Governmental Authority; (ii) arising out of the intentional encouragement by Buyer of any Action by any Governmental Authority or any other Person; (iii) arising out of any change of use of the Real Property after the Closing Date; (iv) arising out of any Response, Removal or Remedial Action that is not conducted to eliminate or control any risk from the presence or Release of Hazardous Substances consistent with the least stringent applicable remediation standard acceptable to the relevant Governmental Authority; (v) arising out of the management of any building component that contains or is covered with any Hazardous Substance in compliance with Environmental Laws; (vi) Losses are incurred to replace, repair, improve, or upgrade any building, structure, plant, or equipment, unless such activity is required or is undertaken as a necessary part of any Response, Removal, or Remedial Action; or (vii) arising out of any change in Environmental Law after the Closing Date. In connection with any site remediation, the “least stringent applicable remediation standard” shall include the use of reasonable deed restrictions and engineering controls to limit exposure to contaminants that are allowed to remain in place, to the extent such restrictions or controls would not interfere with site operations and are acceptable to the relevant Governmental Entity. It is understood that sampling or other testing of soil, groundwater, soil vapor or other environmental media at the Real Property may be required under Environmental Law or by any Governmental Authority in connection with a capital improvement, repair, routine maintenance or operating activities.

Certain Limitations. (a) For purposes No party shall be obligated to indemnify and hold harmless its respective Indemnitees under the R&W Indemnifications (i) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such R&W Indemnifications, as the case may be, exceeds $2,000,000 (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under the applicable R&W Indemnifications, for amounts in excess of the Deductible, subject to the limitations set forth in this ARTICLE VIIIArticle IX. No party shall be obligated to indemnify and hold harmless its respective Indemnitees under the R&W Indemnities, as the case may be, for any individual Indemnifiable Loss, series of related Indemnifiable Losses, which does not exceed $50,000 (which Indemnifiable Loss(es) shall not be counted toward the Deductible). Except in the case of fraud, intentional misrepresentation, or intentional concealment, the amount maximum aggregate liability of Seller for any Lossesand all Indemnifiable Losses under Section 9.2(b)(i) shall be the Escrow Amount. Except in the case of fraud, but not intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Buyer for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyand all Indemnifiable Losses under Section 9.2(c)(i), shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty$20,000,000. (b) The Members shall have no Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for indemnification pursuant to any and all Indemnifiable Losses under Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”9.2(b)(ii), in which the case of Seller, or Section 9.2(c)(ii), in the Members case of Buyer, shall be liable for all such Losses from an amount equal to one hundred percent (100%) the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountPurchase Price. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless Except in the aggregate case of all Losses exceeds fraud, intentional misrepresentation, or intentional concealment, the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The maximum aggregate liability of Parent any Minority Shareholder to its Indemnitees for any and all Indemnifiable Losses under Section 8.03(a9.2(a)(i) shall not exceed the amount be one hundred percent (100%) of such Minority Shareholder's Pro Rata Percentage of the Holdback AmountPurchase Price. (d) Notwithstanding The representations, warranties and covenants of the foregoingSeller Parties, and the limitations set forth in Section 8.04(b) and Section 8.04(c) Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not apply to Losses based upon, arising out of, with respect to be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties of the Seller Parties set forth herein notwithstanding) (i) any for and any claims arising from fraud, criminal activity investigation made by or willful misconduct, or for any inaccuracy in or breach on behalf of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06.of the Buyer Indemnified Persons (including any of - 74 - (e) The amount of any Losses for which indemnification Once an Indemnifiable Loss is provided under this ARTICLE VIII shall be net of any amounts actually recovered agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article IX, the Indemnitor shall satisfy its obligations within ten (10) Business Days; provided, that subject to Section 9.7 hereof, the sole and exclusive remedy of Buyer Indemnified Party under insurance policies with Persons for Indemnifiable Losses pursuant to Section 9.2(b)(i) (other than actions or claims based on fraud, intentional misrepresentation, intentional misconduct or intentional concealment) will be to make a claim in respect to such Losses (net of any costs to recover such insurance payments of, and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Lawof, the Escrowed Funds, in accordance with the terms of Section 2.6, this Article IX and the Escrow Agreement, and at such time that the Escrowed Funds is reduced to zero, the Buyer Indemnified Persons will have no further right to indemnification under Section 9.2(b)(i) (other than actions or claims based on fraud, intentional misrepresentation, or intentional concealment). Notwithstanding the foregoing Any indemnification of a Buyer Indemnified Person pursuant to Section 9.2(a) or anything in this Agreement Section 9.2(b) (ii), (iii), (iv) or (v), subject to the contraryterms and limitations herein, no Indemnified Party shall have any obligation may be made, in Buyer’s discretion, directly against the applicable Seller Parties or, to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesthe extent available, against the Escrowed Funds.

Certain Limitations. The Party making a claim under this Article IX is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party.” The indemnification provided for in Section 9.02 and Section 9.03, as applicable, shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the amount of In no event shall Sellers have any Losses, but not obligation to indemnify any Buyer Indemnified Party for any claim pursuant to Section 9.02(a) (other than: (i) for the purpose Tax Representations and the Fundamental Representations; or (ii) in the case of determining whether there has been any inaccuracy in Fraud) if the Losses incurred by the Buyer Indemnified Party with respect to such claim are less than or breach of any representation or warranty, shall be determined without regard equal to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty$100,000 (the “Claim Threshold”). (b) The Members Sellers shall have no liability not be liable to any Buyer Indemnified Party for indemnification pursuant to under Section 8.02(a9.02(a) with respect to Losses (other than: (i) for which indemnification is provided unless the Tax Representations and the Fundamental Representations; or (ii) in the case of Fraud) until the aggregate amount of all Losses incurred by the Buyer Indemnified Party, subject to the Claim Threshold, equals or exceeds One Hundred Fifty Thousand Dollars an amount equal to one-half percent ($150,0000.5%) of the Purchase Price (the “BasketDeductible”), in which case the Members event Sellers shall be liable for all Losses to the extent such Losses from Loss are in excess of the first dollar. Deductible. (c) The aggregate liability amount of all Losses for which Sellers shall be liable to any Buyer Indemnified Party for indemnification under: (i) Section 9.02(a) (other than: (i) for the Tax Representations, the Title Representations, and the Fundamental Representations; or (ii) in the case of Fraud) shall not exceed an amount equal to ten percent (10%) of the Members under Purchase Price; (ii) Section 8.02(a9.02(a) (with respect to any inaccuracy or breach of any Title Representations) shall not exceed the amount applicable portion of the Holdback Amount.Purchase Price set forth on Annex IV relating to the Projects affected by such inaccuracy or breach and (ciii) Parent shall have no liability for indemnification pursuant to Section 8.03(a9.02(a) (with respect to Losses for which indemnification is provided unless the aggregate any inaccuracy or breach of all Losses exceeds the Basketany Fundamental Representations or Tax Representations), in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a9.02(b), and Section 9.02(d) shall not exceed the Purchase Price; provided, that the aggregate amount which all of the Holdback AmountBuyer Indemnified Parties will be entitled to receive with respect to any claims for indemnification arising out of Section 9.02(a) (solely in the case of Fraud), Section 9.02(c), Section 9.02(e) and Section 9.02(f) shall not be capped. (d) Notwithstanding The aggregate amount of all Losses for which Buyer shall be liable to any Seller Indemnified Party for indemnification under: (i) Section 9.03(a) (other than the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(cBuyer Fundamental Representations) shall not apply exceed an amount equal to Losses based upon, arising out of, ten percent (10%) of the Purchase Price; (ii) Section 9.03(a) (with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation Buyer Fundamental Representations) or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.069.03(b) shall not exceed the Purchase Price. (e) The Payments by an Indemnifying Party pursuant to Section 9.02 or Section 9.03, as applicable, in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be net of any amounts actually recovered received by the Indemnified Party under insurance policies with (or the Company) in respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each claim; provided, however, the Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation not be obligated to seek recovery from any third party or pursue recovery under any insurance policy with respect policies. (f) Each Indemnified Party hereby acknowledges its obligations under the common law doctrine of mitigation, as it may apply to any LossesLosses claimed by such Party under this Article IX.

Certain Limitations. (a) For purposes of this ARTICLE VIIINotwithstanding Section‎ 7.2, the Sellers shall not have any liability under Section‎ 7.2(a) and Section‎ 7.2(c) (other than with respect to Fraud) with respect to any Losses unless and until the aggregate amount of any LossesLosses for which the Sellers would, but not for this Section‎ 7.4(a), be liable exceeds on an individual or cumulative basis an amount equal to $2,750,000 (the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty“Deductible”), and then the Sellers shall be determined without regard liable only for all such Losses in excess of the Deductible, and up to any materialityand solely from the Indemnification Escrow Fund (or such portion that remains at such time). The Sellers’ aggregate liability under Section‎ 7.2(a) and Section ‎7.2(c) (in each case, Material Adverse Effect or similar qualification contained other than with respect to Fraud) shall in or otherwise applicable no event exceed the Indemnification Escrow Amount. The Sellers’ aggregate liability under Section‎ 7.2 (other than with respect to a representation or warrantyFraud) shall in no event exceed $581,402,834. (b) The Members amount of any Losses incurred or suffered by an Indemnified Party shall have no liability for indemnification pursuant be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Party (other than insurance proceeds received by the Purchaser or its Affiliates under the R&W Insurance Policy) to the extent resulting from such Losses, and (ii) any recoveries actually received by the Indemnified Party from any other third party to the extent resulting from such Losses (collectively, “Benefits and Recoveries”); provided, that (A) the amounts set forth in each of clauses (i) and (ii), shall be calculated net of all deductibles or retention amounts, increases in premiums and all fees, costs and expenses incurred in connection with collecting such insurance proceeds and recoveries, and (B) nothing in this Section 8.02(a‎7.4(b) shall require an Indemnified Party to file suit or pursue or initiate litigation or other Action. If an Indemnified Party receives any Benefits and Recoveries with respect to Losses for a Loss after an Indemnifying Party has made a payment to the Indemnified Party with respect to such Loss, the Indemnified Party shall pay to the Indemnifying Party the amount by which indemnification is provided unless the aggregate such Benefits and Recoveries (net of all Losses deductibles or retention amounts, increases in premiums and all fees, costs and expenses incurred in connection with collecting such insurance proceeds and recoveries) exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all amount of such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed Loss up to the amount of the Holdback AmountIndemnifying Party’s payment. After the Closing, no Seller or any Related Person or Affiliate thereof shall have any right of contribution against the Purchaser, the Company or any of their respective Affiliates thereof for any indemnifiable Loss related to a breach of representation, warranty, covenant or agreement of the Company under this Agreement. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification Each party hereto is provided unless relying on the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount representations and warranties of the Holdback Amount. other parties hereto regardless of the knowledge obtained through its own investigation or otherwise. Thus, an Indemnified Party’s right to indemnification or any other remedy based on representations, warranties, covenants and agreements herein or any of the other Ancillary Agreements will not be affected by any investigation conducted at any time, or any knowledge acquired (dor capable of being acquired) Notwithstanding at any time, whether before or after the foregoing, execution and delivery of this Agreement or the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out ofClosing Date, with respect to the accuracy or by reason of any for and any claims arising from fraud, criminal activity or willful misconductinaccuracy of, or for compliance with, any inaccuracy such representation, warranty, covenant or agreement. The indemnities set forth in this ‎Article 7 are intended to be enforceable against the parties hereto in accordance with the express terms and scope thereof notwithstanding any Law that would prohibit or breach otherwise limit indemnities because of any representation the negligence (whether sole, concurrent, active or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (epassive) The amount or other fault or strict liability of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesParty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with (i) in respect to Losses for which indemnification is provided unless of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than $10,000 (the “Claim Threshold”), and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(a) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 350,000 (the “Basket”), in which case the Members event Seller shall be required to pay or be liable for all such Losses from in excess of $175,000 (the first dollar“Deductible”). The aggregate liability amount of the Members under all Losses for which Seller shall be liable pursuant to Section 8.02(a) shall not exceed $12,130,000 (the amount of the Holdback Amount“Cap”). (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a) with (i) in respect to Losses for which indemnification is provided unless of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than the Claim Threshold, and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(b) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which case Parent event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a)3.02, Section 3.03, Section 3.04, Section 3.113.05(a), Section 3.213.25, Section 4.01 4.01, Section 4.02(a), Section 4.03, and Section 4.064.04, for which, together with all payments made under Section 6.03 and all other Losses payable by such party based upon, arising out of, with respect to or by reason of any inaccuracy in, breach of, any such representations, warranties, covenants, agreements or obligations under this Agreement shall not exceed one hundred percent (100%) of the Purchase Price in the aggregate. (d) For purposes of this ARTICLE VIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The amount of In no event shall any Losses for which indemnification is provided under this ARTICLE VIII shall Indemnifying Party be net of liable to any amounts actually recovered by the Indemnified Party under insurance policies for any punitive, consequential, special, indirect similar damages, except to the extent, in each case, (i) such damages are actually paid or payable by an Indemnified Party to another Person with respect to a Third-Party Claim or (ii) such Losses damages (net x) naturally and necessarily flow from the breach causing such damages and (y) were reasonably foreseeable at the time of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in execution of this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesAgreement.

Certain Limitations. (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) other than with respect to Losses a claim for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 3.01, 3.02, 3.03, 3.19, 3.20, 3.24 and 3.27 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $1,100,000.00, at which point Seller will indemnify the Buyer Indemnitees for and any claims all Losses in excess of $1,100,000.00. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising from fraudout of, criminal activity with respect to or willful misconduct, or for by reason of any inaccuracy in or breach of any representation or warranty in Sections 4.01 and 4.05, or with respect to a claim for indemnification arising under Section 5.11 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $1,100,000.00, at which point Buyer will indemnify the Seller Indemnitees for all Losses in excess of $1,100,000.00. (c) The maximum amount of losses for which either party is obligated to indemnify the other pursuant to this Article VIII shall be $11,000,000.00 (the “Indemnity Cap”); provided that the Indemnity Cap shall not apply to Losses incurred by Buyer as a result of a breach of Sections 3.01, Section 3.02(a)3.02, Section 3.03, Section 3.043.12, Section 3.113.19, Section 3.213.22, Section 3.27 and Article VI or to Losses incurred by Seller as a result of a breach of Sections 4.01 and Section 4.06or 4.03, which Losses shall not exceed the Purchase Price in the aggregate. (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) The amount of any Losses under Section 8.02 or Section 8.03 for which indemnification is provided under this ARTICLE VIII Seller or Buyer, as the case may be, may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnitee or Seller Indemnitee, as the case may be (such indemnifying party, the “Indemnitor” and such Buyer Indemnitee or Seller Indemnitee, as the case may be, the “Indemnitee”), shall be reduced by (i) any Tax benefits actually realized by the Indemnitee on or prior to the date of the claim that result from or arise out of such Losses, net of any corresponding Tax costs incurred by such party and (ii) any amounts actually recovered by the Indemnified Party Indemnitee under applicable insurance policies with respect or from any other Person alleged to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom)have responsibility. Each Indemnified Party Indemnitor shall act pursue in good faith all claims available under such third-party insurance coverage and a commercially reasonable manner from any Person alleged to mitigate have responsibility. If the Indemnitee receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses they may pay(which were not earlier taken into account in calculating Losses), incursubsequent to an indemnification payment by the Indemnitor, suffer then the Indemnitee shall promptly reimburse the Indemnitor for any payment made or sustain for which out-of-pocket expense incurred by the Indemnitor in connection with providing such indemnification is available hereunder payment up to the extent required amount actually received by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesIndemnitee.

Certain Limitations. (a) For purposes No monetary amount shall be payable by Seller or Buyer to any member of this ARTICLE VIIIthe Buyer Group or the Seller Group, respectively, with respect to the amount indemnification of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification claims pursuant to Section 8.02(a13.1(a) or Section 13.2(a), as the case may be (other than with respect to Losses for which indemnification is provided unless the representations and warranties in Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6) until the aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to all Losses exceeds One claims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($150,000250,000) (the “Basket”"Threshold"), in which event Primestar and each of the Stockholders or Buyer, as the case the Members may be, shall be liable responsible for all the full amount of such Losses Damages, including the initial $250,000 of Damages which are subject to the Threshold. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6 will not be subject to the Threshold. (b) Except for Damages arising out of, attributable to or resulting from the first dollar. The aggregate liability any breach of the Members representations and warranties in Sections 5.2, 5.4, 5.6, 5.11 and 5.12, no member of the Buyer Group or the Seller Group, as the case may be, shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by the members of such group as indemnification payments hereunder equal or exceed the Purchase Price; provided, that the limitation on Damages set forth in this Section 8.02(a13.5(b) shall not exceed in no way affect the amount of any Assumed Liabilities assumed by Buyer or the Holdback Amountamount of Retained Liabilities retained by Seller or the Specified Seller Affiliates. (c) Parent Anything contained herein to the contrary notwithstanding, and without limiting the rights of Buyer and the Buyer Group against the Seller, Primestar, MDU and PLP hereunder, the indemnification provided for in this Article XIII shall have no liability for indemnification pursuant to Section 8.03(a) be the sole and exclusive remedy of Buyer and the Buyer Group against the Stockholders with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds matters described in subsections 13.1(a) through (e). In addition, if the Baskettransactions contemplated hereby are terminated prior to the Subsequent Closing Date in accordance with the terms hereof, in which case Parent shall be liable for all such Losses from and without limiting any rights against the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingSeller, Primestar, MDU and PLP, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall Buyer Group will not apply have the right to Losses based upon, arising out of, seek indemnification from any Stockholder except with respect to or (i) any breach by reason such Stockholder of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall its obligations hereunder to be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect performed prior to such Losses termination and (net of ii) any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Third Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClaims.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) with respect to any individual claim, series of this ARTICLE VIIIrelated claims or claims resulting from a substantially common cause unless such claim, series of related claims or claims resulting from a substantially common cause involves Losses in excess of $100,000 (the “De Minimis Amount”); provided, however, (i) in the event that the amount of any LossesLoss with respect to such individual claim, but series of related claims or claims resulting from a substantially common cause exceeds the De Minimis Amount, subject to the limitations in Sections 8.04(b) and (c), indemnification shall be payable from the first dollar of Losses resulting from such claim, series of related claims or claims resulting from a substantially common cause and (ii) if the aggregate amount of Losses with respect to any series of related claims or claims resulting from a substantially common cause exceeds the De Minimis Amount the full amount such Losses shall be payable, subject to the limitations in Sections 8.04(b) and (c), notwithstanding that any individual claim may involve a Loss of less than the De Minimis Amount; (b) Seller shall not be liable to the Buyer Indemnitees for the purpose of determining whether there has been indemnification under Section 8.02(a) (other than with respect to a claim for indemnification arising from any inaccuracy in or breach of Section 4.21 or a Seller Fundamental Representation), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than with respect to a claim for indemnification arising from any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained inaccuracy in or otherwise applicable breach of Section 4.21 or a Seller Fundamental Representation) exceeds sixteen million seven hundred and fifty thousand ($16,750,000), in the aggregate, in which event Buyer shall only be entitled to a representation or warranty.recover the amount of the excess; (bc) The Members shall have no liability for the cumulative indemnification obligation of Seller pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) this Agreement shall not exceed one hundred sixty seven million five hundred thousand ($167,500,000) minus the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification any reimbursement payments paid to Buyer or any of its Affiliates pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount.Annex D; (d) Notwithstanding notwithstanding anything to the foregoingcontrary in this Agreement, the limitations set forth in Section 8.04(b8.04(a), (b) and Section 8.04(c(c) shall not apply to Losses based upon, arising out of, with respect to or by reason any indemnification obligations of any for and any claims Seller arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty the representations and warranties contained in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06.4.21 or a Seller Fundamental Representation; (e) The the cumulative indemnification obligation of Seller arising pursuant to Section 8.02(d) of this Agreement shall not exceed four hundred eighteen million seven hundred and fifty thousand ($418,750,000), provided, however, that solely with respect to the Excluded Liabilities set forth in Section 2.04(p) there shall be no limitation; and (f) payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of liability or damage that remains after deducting therefrom any amounts insurance proceeds and any indemnity, contribution or other similar payment actually recovered received by the Indemnified Party under in respect of any such claim, (promptly after the realization of any insurance policies with respect to proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses (net of any reasonable direct related costs to recover such insurance payments and any increased premiums resulting therefrom). Each incurred by the Indemnified Party shall act in good faith pursuing such claims, including any Taxes on such costs and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain expenses) for which indemnification is available hereunder the Indemnified Party was indemnified prior to the extent required realization of reduction of such Losses); provided that payments in respect of Losses shall not be reduced by applicable Law. this Section 8.04(f) in respect of insurance deductibles actually paid by the Indemnified Party. (g) Notwithstanding the foregoing or anything in this Agreement to the contrarycontrary contained herein, no Indemnified Party Seller shall have not be obligated to indemnify, defend, hold harmless, pay or reimburse any obligation to seek recovery Buyer Indemnitee from, against or for any Loss under Section 8.02 arising from or in connection with any third party or pursue recovery under any insurance policy Environmental Law, including with respect to any Lossesactual or alleged presence or release of, or environmental investigation, remediation, monitoring or corrective action involving, Hazardous Materials, to the extent that any such Loss directly or indirectly relates to or arises or results from: (i) any change in the use of all or part of any of the Real Property to a non-industrial or non-commercial use after the Closing Date; (ii) any environmental investigation, remediation, monitoring or corrective action after the Closing Date other than as required to comply with the minimum applicable requirements of Environmental Law (including, for example, industrial cleanup standards); (iii) any demolition or closure at any of the Real Property after the Closing Date (other than the closure and/or demolition of Buildings F and H); or (iv) any indoor or outdoor environmental sampling, testing, monitoring or other investigation of soil, soil vapors, subsurface strata, surface water or groundwater, sediments, ambient air or building materials or other environmental media in, on, at, under or about any of the Real Property after the Closing Date, other than any such sampling, testing, monitoring or investigation that is (w) required under applicable Environmental Law or by a written demand from a Governmental Authority with jurisdiction over the matter; (x) required in connection with any sale, lease termination or cessation of operations at, or any financing relating to, any of the Real Property after the Closing Date, or the closure and/or demolition of Buildings F and H; (y) in response to an imminent and substantial threat to human health or the environment; or (z) approved in advance by Seller in writing, which approval Seller may withhold in its sole discretion.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) For purposes In the absence of fraud or intentional misrepresentation, shall not be liable to the Indemnified Party for indemnification under Section 7.02 or Section 7.031 as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds $500,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $50,000 (which Losses shall not be counted toward the Deductible). (b) In the absence of fraud or intentional misrepresentation, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02 or Section 7.03, as the case may be, shall not exceed fifteen percent (15%) of the maximum Purchase Price payable under this ARTICLE VIIIAgreement received or to be received by the Seller (when, as and if earned), except for Losses related to the Fundamental Representations which shall not exceed the maximum Purchase Price payable under this Agreement received or to be received by the Seller (when, as and if earned). (c) Payments by an Indemnifying Party pursuant to Section 7.02(a) or Section 7.03(a) in respect of any Loss shall be limited to the amount of any Lossesliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, but contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any such Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take commercially reasonable steps to mitigate any Loss subject to Sections 7.02(a) or 7.03(a), as the case may be, upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under Section 7.02(a) for the purpose any Losses based upon or arising out of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification pursuant to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount representations or warranties of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing.

Certain Limitations. (a) For purposes No monetary amount shall be payable by Sellers or Buyer to any member of this ARTICLE VIIIthe Buyer Group or the Seller Group, respectively, with respect to the amount indemnification of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification claims pursuant to Section 8.02(a13.1(a) or Section 13.2(a), as --------------- --------------- the case may be (other than with respect to Losses for which indemnification is provided unless the representations and warranties in Sections 6.3, 6.4, 6.8, 6.14(i), 6.20 and 8.6) until the aggregate amount of --------------------------------------------- Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to all Losses exceeds One claims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($150,000250,000) (the “Basket”"Threshold"), in which event Primestar and each of the Stockholders or Buyer, as the case the Members may be, shall be liable responsible for all the full amount of such Losses Damages, including the initial $250,000 of Damages which are subject to the Threshold. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 6.3, ------------- 6.4, 6.8, 6.14(i), 6.20 and 8.6 will not be subject to the Threshold. ------------------------------- (b) Except for Damages arising out of, attributable to or resulting from the first dollar. The aggregate liability any breach of the Members representations and warranties in Sections 6.3, 6.4, 6.8 ---------------------- and 6.14, no member of the Buyer Group or the Seller Group, as the case may be, -------- shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by the members of such group as indemnification payments hereunder equal or exceed $500,000,000; provided, that the limitation -------- on Damages set forth in this Section 8.02(a13.5(b) shall not exceed in no way affect the amount --------------- of any Assumed Liabilities assumed by Buyer or the amount of the Holdback AmountExcluded Liabilities retained by Seller. (c) Parent Anything contained herein to the contrary notwithstanding, and without limiting the rights of Buyer and the Buyer Group against Primestar, MDU and PLP hereunder, the indemnification provided for in this Article XIII shall have no liability for indemnification pursuant to Section 8.03(a) be the sole and exclusive remedy of Buyer and the Buyer Group against the Stockholders with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds matters described in Sections 13.1(a) through ------------------------ (e). --- In addition, if the Baskettransactions contemplated hereby are terminated prior to the Closing Date in accordance with the terms hereof, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingand without limiting any rights against Primestar, MDU and PLP, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall Buyer Group will not apply have the right to Losses based upon, arising out of, seek indemnification from a Stockholder except with respect to or (i) any breach by reason Sellers of their obligation under Section 11.2, (ii) any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach by such Stockholder of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall its obligations hereunder to be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect performed prior to such Losses termination and (net of iii) any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Third Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClaim.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Sellers shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) DKK 500,000 (the “Basket”), in which case the Members event Sellers shall be required to pay or be liable for all such Losses from the first dollar. No claim for indemnification may be made under Section 8.02(a) unless with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. The aggregate liability amount of the Members under all Losses for which Sellers shall be liable pursuant to Section 8.02(a) shall not exceed the amount of the Holdback AmountDKK 63,600,000. (cb) Parent Buyer shall have no liability not be liable to the Seller Indemnitees for indemnification pursuant to under Section 8.03(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which case Parent event Buyer shall be required to pay or be liable for all such Losses from the first dollar. No claim for indemnification may be made under Section 8.03(a) unless with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. The aggregate liability amount of Parent under all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountDKK 3,500,000. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a3.01 (Organization and Authority of Sellers), Section 3.033.03 (Capitalization), Section 3.043.13 (Intellectual Property) Section 3.23(Environmental Matters), Section 3.113.24 (Employee Benefit Matters), Section 3.21, Section 4.01 and Section 4.063.28 (Brokers) or Article VI. (ed) The amount For purposes of this Article VIII, any inaccuracy in or breach of any Losses for which indemnification is provided under this ARTICLE VIII representation or warranty shall be net of determined without regard to any amounts actually recovered by the Indemnified Party under insurance policies with respect materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer representation or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losseswarranty.

Certain Limitations. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the The aggregate amount of any Losseslosses for which the Buyer Indemnified Parties or Seller Indemnified Parties, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined without regard entitled to any materialityindemnification pursuant to this Section 8 shall not exceed $200,000 (the “Indemnification Cap”), Material Adverse Effect other than with respect to the following: (x)(i) claims based on breaches in, or similar qualification contained inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.2(b) through and including 8.2(f), and (iii) claims based on fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.3(b) through and including 8.03(d), and (iii) claims based on fraud, criminal activity or otherwise applicable to a representation or warrantywillful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) The Members Seller shall have no liability not be liable to the Buyer Indemnified Parties for indemnification pursuant under Section 8.2 unless and until the aggregate amount of losses in respect of indemnification under Section 8.2 exceed $25,000(the “Threshold”) (provided that any individual or series of related losses which do not exceed $5,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 8.02(a) be indemnified for, all losses arising out of or resulting from the indemnification obligation with respect to Losses Seller Special Indemnification Matters. Buyer shall not be liable to the Seller Indemnified Parties for which indemnification is provided under Section 8.3 unless and until the aggregate amount of all losses in respect of indemnification under Section 8.3 exceeds the Threshold (provided that De-Minimis Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (shall not be counted towards the “Basket”Threshold), in at which case time the Members Seller Indemnified Party shall be liable indemnified for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of losses in excess of the Holdback AmountThreshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all losses arising out of or resulting from the indemnification obligation with respect to Buyer Special Indemnification Matters. (c) Parent shall have no liability for indemnification Payments by the Indemnifying Party (as defined in Section 8.5) pursuant to Section 8.03(a) with 8 in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any loss shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed limited to the amount of any liability or damage that remains after deducting from any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Holdback AmountIndemnified Party (as defined in Section 8.5) in respect of any such claim. (d) Notwithstanding the foregoing, in no event shall the limitations set forth in Section 8.04(b) Indemnifying Party be liable to the 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 any damages based on any type of multiple except to the extent adjudicated and Section 8.04(c) shall not apply owed to Losses based upon, arising out of, a third party with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06a Third Party Claim. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith take, and a commercially cause its Affiliates to take, all reasonable manner steps to mitigate any Losses they may payloss, incurincluding by pursuing insurance claims and claims against third parties, suffer and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating losses upon becoming aware of any event or sustain for which indemnification is available hereunder circumstance that would be reasonably expected to, or does, give rise to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losseslosses.

Certain Limitations. (a) For purposes of this ARTICLE VIIIExcept with respect to claims arising from fraud or criminal activity, the amount of any LossesOption Liabilities, but not for the purpose of determining whether there has been Edison Liabilities or any inaccuracy in or breach of any representation Section 4.01 or warrantySection 4.06 (which claims shall not be subject to the limitations set forth in this Section 8.04), the indemnification provided for in Section 8.02 and Section 8.03 shall be determined without regard subject to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty.the following limitations: (ba) The Members Stockholders shall have no liability not be liable to the Parent Indemnitees for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless 8.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02 exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”)175,000.00, in which case event the Members Stockholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountdollar thereof. (cb) Parent shall have no liability not be liable to the Stockholder Indemnitees for indemnification pursuant to under Section 8.03(a) with respect to Losses for which indemnification is provided unless 8.03 until the aggregate amount of all Losses in respect of indemnification under Section 8.03 exceeds the Basket$175,000.00, in which case event Parent shall be required to pay or be liable for all such Losses from the first dollar. dollar thereof. (c) The maximum aggregate liability amount of Parent under all Losses for which the Stockholders shall be liable pursuant to Section 8.03(a8.02 shall not exceed $13,500,000.00, provided, however that the maximum aggregate amount of all Losses for which the Stockholders shall be liable pursuant to Section 8.02(b) shall not exceed $3,550,000. In the case of any Loss, the liability of any Stockholder pursuant to Section 8.02 shall be limited to such Stockholder’s Participating Percentage of such Loss. In addition, the aggregate amount of all Losses for which a Stockholder may be liable (including such Stockholder’s pro-rata portion of Losses paid from the Holdback AmountEscrow Account) shall be further limited to such Stockholder’s Net Allocated Share. (d) Notwithstanding the foregoing, the limitations set forth in The maximum aggregate amount of all Losses for which Parent shall be liable pursuant to Section 8.04(b) and Section 8.04(c) 8.03 shall not apply exceed $13,500,000.00; provided, however, that the maximum aggregate amount of all Losses (other than those related to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or ) for any inaccuracy in or breach of any representation or warranty in which Parent shall be liable pursuant to Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.068.03(b) shall not exceed $3,550,000.00. (e) The amount of any Losses for which indemnification is provided for under this ARTICLE VIII Agreement shall be net of reduced by (i) any amounts actually recovered received by the Indemnified Party under as a result of any indemnification, contribution or other payment by a third party, (ii) any insurance policies proceeds or other similar amounts actually received by an Indemnified Party with respect to such Losses (net any amounts described in clause (i) or (ii), “Third Party Payments”). (f) If the amount of any costs Loss, at any time subsequent to recover the making of any indemnification payment on account of such insurance payments and Loss, is reduced by any increased premiums resulting therefrom). Third Party Payment, the amount of such reduction shall promptly be repaid by the Indemnified Party to the Indemnifying Party. (g) Each Indemnified Party shall act in good faith and a commercially take all reasonable manner actions to mitigate all Losses and to timely make and diligently pursue any claims for insurance, tax benefits and other payments available from third parties with respect to Losses they may pay, incur, suffer or sustain for which it seeks indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party hereunder. (h) No party shall have any obligation to seek recovery provide indemnification hereunder for any punitive or consequential damages. (i) No claim for indemnification may be made and no indemnification shall be required to the extent that such Loss was accrued or reflected on the Financial Statements. (j) The obligations of the Stockholders under Section 8.02 shall be satisfied exclusively out of the Escrow Amount pursuant to the terms of the Escrow Agreement until the Escrow Amount is exhausted, and may thereafter be satisfied by payment directly from any third party or pursue recovery under any insurance policy the Stockholders, subject to the limitations herein. (k) In no event shall an indemnitee be entitled to recover with respect to any Lossesthe same Loss more than once pursuant to this Agreement (whether through indemnification, a reduction in Aggregate Merger Consideration, third party recover or otherwise), it being the intent of the parties to avoid “double-counting” in this regard.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03(A) shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, the The·aggregate amount of any LossesLosses for which -.:he Buyer Indemnified Parties or Seller Indemnified Parties, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantyas applicable, shall be determined without regard entitled to any materialityindemnification pursuant to this Article VIII shall not exceed the Purchase Price (the “Indemnification Cap”), Material Adverse Effect other than with respect to the following: (x)(i) claims based on breaches in, or similar qualification contained inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.02(b) through and including 8.02(e), and (iii) claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based·on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.03(b) through and including 8.03(d), and (iii) claims based on Fraud, criminal activity or otherwise applicable to a representation or warrantywillful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the“Buyer Special Indemnification Matters”). (b) The Members Seller shall have no liability not be liable to the Buyer Indemnified Parties for indemnification pursuant under Section 8.02 unless and until the aggregate amount of Losses in respect of indemnification under Section 8.02 exceed $100,000 (the “Threshold”) (provided that any individual or series ofrelated Losses which do not exceed $25,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 8.02(a) be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Losses Seller Special Indemnification Matters. Buyer shall not be liable to the Seller Indemnified Parties for which indemnification is provided under Section 8.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03 exceeds One Hundred Fifty Thousand Dollars the Threshold ($150,000) (provided that De-Minimis Losses shall not be counted towards the “Basket”Threshold), in at which case time the Members Seller Indemnified Party shall be liable indemnified for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of Losses in excess of the Holdback AmountThreshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Buyer Special Indemnification Matters. (c) Parent shall have no liability for indemnification Payments by the Indemnifying Party (as defined in Section 8.05) pursuant to Section 8.03(a) with Article VIII in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent any Loss shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed 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 Holdback AmountIndemnified Party (as defined in Section 8.05) in respect of any such claim. (d) Notwithstanding the foregoing, in no event shall the limitations set forth in Section 8.04(b) Indemnifying Party be liable to the Indemnified Paiiy for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opp01iunity relating to the breach or alleged breach of this Agreement, or any damages based on any type of multiple except to the extent adjudicated and Section 8.04(c) shall not apply owed to Losses based upon, arising out of, a third party with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06a Third Party Claim. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith take, and a commercially cause its Affiliates to take, all reasonable manner steps to mitigate any Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses they may payupon becoming aware of any event or circumstance that would be reasonably expected to, incuror does, suffer or sustain for which indemnification is available hereunder give rise to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The indemnification provided for in Section 7.2 shall be subject to the following limitations: (a) For purposes Except as otherwise provided herein, recovery from the Holdback Shares shall be the sole and exclusive remedy under this Agreement for the matters set forth in Section 7.2(a)(i) (except to the extent arising out of breaches of Fundamental Representations). Notwithstanding any other provision contained herein, Buyer may seek recovery of Damages arising out of any fraud (as defined by common law) by any Indemnifying Party upon, against or to Buyer in connection with the execution, delivery and performance of this ARTICLE VIIIAgreement and the transactions contemplated hereby, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantysuch limitation. (b) The Members Indemnifying Party shall have no liability not be liable to the Indemnified Party for indemnification pursuant under Section 7.2(a)(i) or Section 7.2(b)(i) (in each case, except to Section 8.02(a) with respect to Losses for which indemnification is provided unless the extent arising out of breaches of Fundamental Representations), as the case may be, until the aggregate amount of all Losses Damages in respect of indemnification under Section 7.2(a)(i) or Section 7.2(b)(i) (in each case, except to the extent arising out of breaches of Fundamental Representations) exceeds One Hundred Fifty Thousand Dollars ($150,000) 30,000 (the “Basket”), in which case event the Members Indemnifying Party shall be required to pay or be liable for all such Losses Damages from the first dollar. The aggregate liability amount of all Damages for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.2(b), as the Members under Section 8.02(a) case may be, shall not exceed the amount Exchange Consideration. Notwithstanding any other provision contained herein, Buyer may seek recovery of Damages arising out of any fraud by any Indemnifying Party upon, against or to Buyer in connection with the Holdback Amountexecution, delivery and performance of this Agreement and the transactions contemplated hereby, without regard to such limitations. (c) Parent shall have no liability for indemnification Payments by an Indemnifying Party pursuant to Section 8.03(a7.2(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basketor Section 7.2(b), in which case Parent respect of any Damages shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Holdback AmountIndemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Damages prior to seeking indemnification under this Agreement. (d) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.2 in respect of any Damages shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Damage by the foregoingIndemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the limitations set forth in Section 8.04(bbreach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and Section 8.04(ccause its Affiliates to take, all reasonable steps to mitigate any Damages 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) Seller shall not apply to be liable under this Article 7 for any Losses based upon, upon or arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation of the representations or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount warranties of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClosing.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Seller shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 125,000 (the “"Basket”"), in which case the Members event Seller shall be liable for required to pay all such Losses from the first dollar. The aggregate liability amount of the Members under all Losses for which Seller shall be liable pursuant to Section 8.02(a) shall not exceed the amount twenty percent (20%) of the Holdback Amountsum of (x) Five Million Dollars ($5,000,000) plus (y) the Earn-Out Components calculated in accordance with Section 2.06 and payable to Seller pursuant to Section 2.06(e) (the "Cap"); provided, however, that the limitation set forth in this Section 8.04(a) shall not apply to (i) any breach or inaccuracy of any of the applicable Fundamental Representations or the representations and warranties set forth in Section 4.21 or (ii) any claims relating to fraud or willful misconduct. (cb) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to The aggregate amount of all Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent Buyer shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under pursuant to Section 8.03(a) shall not exceed the amount of the Holdback AmountCap. (dc) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b8.04(a) and Section 8.04(c8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.02(a)4.02, Section 3.034.18, Section 3.044.19, Section 3.114.21, Section 3.215.01, Section 4.01 5.02 and Section 4.06. 5.04. (ed) The Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of liability or damage that remains after deducting therefrom any amounts actually recovered insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate or indemnity, contribution or other similar agreements for any Losses they may pay, incur, suffer or sustain for which prior to seeking indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in under this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesAgreement.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Sellers shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Buyer Indemnitees for indemnification pursuant to under Section 8.02(a9.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a) exceeds One Hundred Fifty Twenty Thousand and 00/100 Dollars ($150,00020,000.00) (the “Basket”), in which case the Members event Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate liability of ; provided that the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.064.02. The aggregate amount of all Losses for which Sellers shall be liable pursuant to ARTICLE IX shall not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Cap”); provided that the Cap shall not apply to Losses related to indemnification claims arising out of, relating to or incurred as a result of a breach of the Fundamental Representations, which Losses shall not exceed the lessor of (i) the sum of the Cash Consideration and the value of the Stock Consideration as of the Closing Date and (ii) the sum of the Cash Consideration and the value the Stock Consideration as of the date Sellers become liable to the Buyer Indemnitees for Losses incurred as a result of a breach of the Fundamental Representations under this ARTICLE IX. (eb) The Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of any all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.03(a) shall not exceed the Cap. (c) For purposes of this ARTICLE IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) In the event that any Buyer Indemnitee is entitled to receive indemnification is provided under this ARTICLE VIII IX from the Sellers, the Sellers shall be net responsible and liable severally and not jointly for such indemnification obligation and each Seller shall only be responsible for its respective Pro-Rata Share of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses indemnification obligation (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy other than with respect to any Lossesbreach of ARTICLE III, Section 6.06 or Section 6.07 for which each Seller is liable for its own breach only).

Certain Limitations. (a) For purposes Except in the case of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in Fraud or breach of any representation Specified Representation, no Acquiror Indemnitee shall be entitled to indemnification pursuant to Section 6.2(a) or warrantySection 6.2(e), and no Transferor Indemnitee shall be entitled to indemnification pursuant to Section 6.3(a), unless and until the aggregate Damages under such Sections (on a combined basis) or Section, as applicable, exceeds $150,000 (the “Deductible Amount”). If the total amount of such Damages exceeds the Deductible Amount, then the Acquiror Indemnitees or Transferor Indemnitees, as applicable, shall be determined without regard entitled to any materialitybe indemnified against and compensated and reimbursed only for the amount of such Damages exceeding the Deductible Amount, Material Adverse Effect or similar qualification contained in or otherwise applicable subject to a representation or warrantySection 6.4(b). (b) The Members Except in the case of Fraud, the maximum amount of Damages that the Indemnitees shall have no liability for be entitled to recover in respect of an indemnification claim pursuant to Section 8.02(a6.2(a) or Section 6.2(e), on a combined basis, or Section 6.3(a), as applicable, shall be $1,875,000; provided, that, (i) the foregoing shall not apply with respect to Losses for which indemnification is provided unless any breach of the aggregate Specified Representations and (ii) the sole source of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (recovery of the “Basket”), in which case the Members Acquiror Indemnitees shall be liable for all such Losses from by setoff against the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback AmountShares. (c) Parent Except in the case of Fraud, the maximum amount of Damages that the Acquiror Indemnitees shall have no liability for be entitled to recover in respect of an indemnification claim pursuant to Section 8.03(a6.2(a) with respect that relates to Losses for which indemnification is provided unless a breach or inaccuracy of the aggregate of all Losses exceeds the Basket, in which case Parent Specified Representations shall be liable for all such Losses from by setoff against the first dollarClosing Shares. The aggregate liability Except in the case of Parent under Section 8.03(a) shall not exceed Fraud, the maximum amount of Damages that the Holdback AmountIndemnitees shall be entitled to recover in respect of an indemnification claim pursuant to Section 6.3(a) that relates to a breach or inaccuracy of the Specified Representations shall be $15,000,000. (d) Notwithstanding Any claim pursuant to Section 6.2(e) must be made on or prior to the foregoingfirst anniversary of the date of this Agreement. In the event a claim is made pursuant to Section 6.2(e) on or prior to the first anniversary of the date of this Agreement, the limitations set forth in Section 8.04(b) such claim shall survive until such time as such claim is fully and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06finally resolved. (e) The Solely for the purposes of this Section 6, the value of each Share shall be equal to the greater of (i) the Deemed Value and (ii) the fair market value of one share of Series A Preferred Stock of Acquiror (as determined by the Board of Directors of Acquiror in its reasonable discretion) at the time of the satisfaction of the relevant indemnified claim. Upon determination in accordance with this Agreement for Transferor to satisfy any indemnification claim by setoff against the Shares, Transferor shall take all reasonable action requested by Acquiror to effect the cancellation of the applicable portion of such Shares, including returning the stock certificate evidencing the Shares to Acquiror (and Acquiror shall deliver to Transferor a new stock certificate representing the remaining shares). Notwithstanding the foregoing, upon determination in accordance with this Agreement that an Acquiror Indemnitee is entitled to recover Shares, Acquiror shall be entitled to cancel on its books any stock certificate evidencing the applicable portion of such shares and, upon such cancellation, such shares shall cease to be outstanding. Acquiror may satisfy the payment of Damages through any combination of the payment of cash or issuance of shares of common stock of Acquiror, as Acquiror elects. (f) Solely for purposes of calculating the amount of Damages in connection with any Losses indemnifiable matter (but not for which indemnification is provided under determining whether any inaccuracy or breach has occurred), (i) all qualifications and limitations as to materiality and words of similar import set forth in this ARTICLE VIII Agreement will be disregarded and (ii) such Damages shall be computed net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net Acquiror Indemnitee or any of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery its Affiliates under any insurance policy with respect to such Damages (net of any Lossesout-of-pocket costs of investigation of the underlying claim and collection, including attorney fees, and any deductibles and increased premiums); provided, however, that no Acquiror Indemnitee or Transferor Indemnitee shall have any obligation to seek such insurance proceeds. (g) The Acquiror Indemnitees and the Transferor Indemnitees shall each use commercially reasonable efforts to mitigate Damages to the extent consistent with the common law doctrine of mitigation and the costs of such mitigation shall be included as Damages. (h) Notwithstanding the foregoing, nothing in this Agreement shall limit the rights or remedies of any Indemnitee against any party, or the liability of any party, for a breach by such party of any provision of any agreement (other than this Agreement) executed and delivered by such party in connection with the Transactions. (i) Any Damages under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement, or of more than one indemnification provision in Section 6.2 or Section 6.3.

Certain Limitations. The indemnification provided for in Section 22.2 and Section 22.3 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIIINo Purchaser Indemnitee will be entitled to recover Damages pursuant to Section 22.2, and L▇▇▇ and MIG will not be liable to any Purchaser Indemnitee for any Damages, until the aggregate amount of any Lossesall Damages in respect to Indemnification under Section 22.2(a) exceed $20,000 (the “L▇▇▇ and MIG Basket”) in which event L▇▇▇ and MIG will only be required to pay or be liable for all Damages that exceed the L▇▇▇ and MIG Basket. The aggregate amount of all Damages for which MIG and L▇▇▇ will be liable pursuant to Section 22.2(a) will not exceed $3,300,000.00 (the “L▇▇▇ and MIG Cap”), but except in the case of breaches of Fundamental Representations (in which case the Cap will be equal to the Purchase Price (the “L▇▇▇ and MIG Fundamental Cap”). No Purchaser Indemnitee will be entitled to recover Damages pursuant to Section 22.2 and L▇▇▇ and MIG will not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard liable to any materiality, Material Adverse Effect Purchaser Indemnitee for any Damages which when aggregated with any amounts previously paid or similar qualification contained to be paid by L▇▇▇ or MIG pursuant to Section 22.2 would be in or otherwise applicable to a representation or warrantyexcess of the Purchase Price. (b) The Members shall have no liability for indemnification No Seller Indemnitee will be entitled to recover Damages pursuant to Section 8.02(a) with 22.3, and Purchaser and Parent will not be liable to any Seller Indemnitee for any Damages, until the aggregate amount of all Damages in respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars (Indemnification under Section 22.3(a) exceed $150,000) 20,000 (the “Purchaser and Parent Basket”) in which event Purchaser and Parent will only be required to pay or be liable for all Damages that exceed the Purchaser and Parent Basket. The aggregate amount of all Damages for which Purchaser and Parent will be liable pursuant to Section 22.2(a) will not exceed $3,300,000.00 (the “Purchaser and Parent Cap”), except in the case of breaches of Fundamental Representations (in which case the Members shall Cap will be equal to $11,000,000.00 (the “Purchaser and Parent Fundamental Cap”). Except for failure to pay the Closing Purchase Price, no Seller Indemnitee will be entitled to recover Damages pursuant to Section 22.3 and Parent and Purchaser will not be liable to any Seller Indemnitee for all such Losses from the first dollar. The aggregate liability any Damages which when aggregated with any amounts previously paid or to be paid by Purchaer or Parent pursuant to Section 22.3 would be in excess of the Members the sum of (a) $11,000,000 plus (b) the value of the Parent Shares actually received by L▇▇▇ under Section 8.02(a) shall not exceed the amount 10.3 whose value is determined as of the Holdback Amount.Effective Date (based upon the volume weighted average price of the Parent Common Stock over the five trading days immediately preceding the Effective Date). IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b22.4(a) and Section 8.04(c22.4(b) shall will not apply to Losses Damages based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity intentional misrepresentation or willful misconductmisconduct by Purchaser, Parent, L▇▇▇ or for any inaccuracy in or breach of any representation or warranty in Section 3.01MIG, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06as applicable. (ed) The If any Damages incurred by an indemnified party results in any entitlement to insurance recovery to such party then the amount of any Losses for which indemnification is provided under this ARTICLE VIII shall such damages payable by the indemnifying party will be adjusted to reflect such benefit, net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net reasonable costs of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesrecovery.

Certain Limitations. (a) For purposes No monetary amount shall be payable by Sellers or Buyer to any member of this ARTICLE VIIIthe Buyer Group or the Seller Group, respectively, with respect to the amount indemnification of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification claims pursuant to Section 8.02(a13.1(a) or Section 13.2(a), as the case may be (other than with respect to Losses for which indemnification is provided unless the representations and warranties in Sections 6.3, 6.4, 6.8, 6.14(i), 6.20 and 8.6) until the aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to all Losses exceeds One claims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($150,000250,000) (the “Basket”"Threshold"), in which event Primestar and each of the Stockholders or Buyer, as the case the Members may be, shall be liable responsible for all the full amount of such Losses Damages, including the initial $250,000 of Damages which are subject to the Threshold. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 6.3, 6.4, 6.8, 6.14(i), 6.20 and 8.6 will not be subject to the Threshold. (b) Except for Damages arising out of, attributable to or resulting from the first dollar. The aggregate liability any breach of the Members representations and warranties in Sections 6.3, 6.4, 6.8 and 6.14, no member of the Buyer Group or the Seller Group, as the case may be, shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by the members of such group as indemnification payments hereunder equal or exceed $500,000,000; provided, that the limitation on Damages set forth in this Section 8.02(a13.5(b) shall not exceed in no way affect the amount of any Assumed Liabilities assumed by Buyer or the Holdback Amountamount of Excluded Liabilities retained by Seller. (c) Parent Anything contained herein to the contrary notwithstanding, and without limiting the rights of Buyer and the Buyer Group against Primestar, MDU and PLP hereunder, the indemnification provided for in this Article XIII shall have no liability for indemnification pursuant to Section 8.03(a) be the sole and exclusive remedy of Buyer and the Buyer Group against the Stockholders with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds matters described in Sections 13.1(a) through (e). In addition, if the Baskettransactions contemplated hereby are terminated prior to the Closing Date in accordance with the terms hereof, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingand without limiting any rights against Primestar, MDU and PLP, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall Buyer Group will not apply have the right to Losses based upon, arising out of, seek indemnification from a Stockholder except with respect to or (i) any breach by reason Sellers of their obligation under Section 11.2, (ii) any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach by such Stockholder of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall its obligations hereunder to be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect performed prior to such Losses termination and (net of iii) any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Third Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any LossesClaim.

Certain Limitations. (a) For purposes Notwithstanding the provisions of this ARTICLE VIIIArticle IX, after the amount Closing with the exception of any Lossesindemnification for breaches of Fundamental Representations, but (i) the Purchaser Indemnified Parties shall not for the purpose be entitled to recover pursuant to Section 9.2(a)(i) (except in respect of determining whether there has been any inaccuracy in or breach breaches of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained warranty in or otherwise applicable to a representation or warranty. (bSection 3.17(d)) The Members shall have no liability for indemnification pursuant to Section 8.02(a) until the Losses incurred with respect to Losses for which indemnification is provided unless the matter (or series of related matters) giving rise to such breach exceed in the aggregate of all Losses exceeds One Hundred Fifty Twenty Thousand Dollars ($150,00020,000) (the “Mini-Basket”), and then, in such case, the entire amount of such Losses (including the portion thereof comprising of the Mini-Basket) shall count towards the Basket and shall, subject to clauses (ii) and (iii) below, be recoverable by the Purchaser Indemnified Parties, (ii) the Purchaser Indemnified Parties shall not be entitled to recover pursuant to Section 9.2(a)(i) (except in respect of breaches of any representation or warranty in Section 3.17(d)) until, excluding claims that are less than the Mini-Basket, the Losses incurred relating thereto exceed, in the aggregate, Six Hundred, Fifteen Thousand Dollars ($615,000) (the “Basket”), in which case the Members and then Seller Guarantor shall be liable for all only to the extent that aggregate indemnified Losses exceed such Losses from amount, and (iii) in no event shall the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification Seller Guarantor to Purchaser Indemnified Parties pursuant to Section 8.03(a9.2(a)(i) exceed Eight Million, Two Hundred Thousand Dollars ($8,200,000) (the “Cap”); provided, that the Cap shall be increased (A) to Sixteen Million, Four Hundred Thousand Dollars ($16,400,000) (less any amounts recovered to which the Cap applies) with respect to Losses indemnification for breaches of Specified Representations and (B) to Forty-One Million Dollars ($41,000,000) (less any amounts recovered to which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(aCap applies) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to indemnification for breaches of Section 3.18(c) or by reason Section 3.18(d) that the Company had Knowledge of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach as of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06the date of this Agreement. (e) The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Sellers shall not be liable to the Buyer Indemnities for indemnification under Section 8.02(a) (other than a breach of the Fundamental Representations or the representations and warranties set forth in Section 3.22 by any Seller Party) for any individual item or series of related items the Losses relating thereto is less than $25,000 (the “De Minimis Threshold”) and until the aggregate amount of all Losses (other than any Losses that did not exceed the De Minimis Threshold) in respect of indemnification under Section 8.02(a) exceeds $1,500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from $250,000. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) (other than a breach of the Fundamental Representations or the representations and warranties set forth in Section 3.22 by any Seller Party) and Section 8.02(b) shall not exceed $21,000,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnities for indemnification under Section 8.03(a) (other than Buyer’s Fundamental Representations) for any individual item or series of related items the Losses relating thereto is less than the De Minimis Threshold and until the aggregate amount of all Losses (other than any Losses that did not exceed the De Minimis Threshold) in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from $250,000. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) (other than Buyer’s Fundamental Representations) and Section 8.03(b) shall not exceed the Cap. (c) For purposes of this ARTICLE Article VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to a such representation or warranty. (b) The Members shall have no liability for indemnification pursuant , other than all references to Section 8.02(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amountterm Material Contracts. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The amount of any Losses for which subject to indemnification is provided under this ARTICLE Article VIII shall be calculated net of any amounts actually recovered insurance proceeds or any indemnity, contribution or other similar payment received by the Indemnified Party under insurance policies with respect to such Losses (net or any of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery its Affiliates from any third party or pursue recovery under any insurance policy with respect thereto. (e) Buyer shall not be entitled to indemnification pursuant to this Article VIII for any LossesLosses to the extent that such Losses are included in the calculation of Closing Working Capital.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. Notwithstanding anything to the contrary in this Agreement or any right or remedy available under any Law, the indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) Seller shall be liable for Losses under Section 7.02(a) (other than with respect to Fundamental Warranties) only if such Losses exceed, in the aggregate, $75,000 (the “Deductible”). For purposes the avoidance of this ARTICLE VIIIdoubt, Seller’s liability for Taxes (whether arising under Section 7.02(c) or otherwise) shall not be subject to the Deductible. Buyer and the Operating Company shall be liable for Losses under Section 7.03(a) only if such Losses exceed, in the aggregate, the amount Deductible. For the avoidance of any Lossesdoubt, but not for with respect to the purpose of determining whether there has been any inaccuracy in Buyer Indemnified Parties’ aggregate Losses under Section 7.02(a) or breach of any representation or warrantythe Seller Indemnified Parties’ aggregate Losses under Section 7.03(a), the Buyer Indemnified Parties and the Seller Indemnified Parties, as applicable, shall be determined without regard entitled to any materialityrecover only that portion of their Losses under Section 7.02(a) or 7.03(a), Material Adverse Effect or similar qualification contained respectively, in or otherwise applicable to a representation or warrantyexcess of the Deductible. (b) The Members shall have no liability for indemnification No Buyer Indemnified Party may recover any Losses pursuant to Section 8.02(a7.02(a) (other than with respect to Losses for which indemnification is provided unless the Fundamental Warranties) from Seller in excess of an aggregate of all Losses exceeds One Hundred Fifty Thousand amount equal to Three Million Dollars ($150,000) 3,000,000). The foregoing limitation shall not apply to claims with respect to Fundamental Warranties (it being understood that Losses in respect of the “Basket”Fundamental Warranties shall be counted for purposes of determining whether the foregoing limitation has been reached notwithstanding the fact that such Losses are indemnifiable). No Buyer Indemnified Party may recover any Losses pursuant to Section 7.02(a), including with respect to Fundamental Warranties, from Seller in which case the Members shall be liable for all such Losses from the first dollar. The excess of an aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amountequal to Twenty Million Dollars ($20,000,000). (c) Parent shall have no liability for indemnification pursuant Notwithstanding anything to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basket, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability of Parent under Section 8.03(a) shall not exceed the amount of the Holdback Amount. (d) Notwithstanding the foregoingcontrary herein, the limitations set forth in Section 8.04(bSections 7.04(a) and Section 8.04(c(b) shall not apply to Losses based upon, arising out of, with any claim for fraud or intentional misrepresentation. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect to or by reason of any for Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any claims arising from fraudindemnity, criminal activity contribution or willful misconductother similar payment actually received in respect of any such claim (net of any deductibles and taking into account any increase in the cost of insurance as the result of such recovery). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any inaccuracy in or breach Losses prior to seeking indemnification under this Agreement. Notwithstanding the foregoing, no claim for indemnification shall be conditioned upon the final resolution of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 such insurance claim and Section 4.06the proceeds of such claim to be paid back to the Indemnifying Party if collected after the payment by the Indemnifying Party to the Indemnified Party concerning such claim. (e) The amount Each Person entitled to indemnification hereunder shall take, or cause to be taken, commercially reasonable steps to mitigate all Losses after becoming aware of any Losses for which indemnification is provided under this ARTICLE VIII shall event that could reasonably be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect expected to such Losses (net of any costs give rise to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer which are indemnifiable or sustain for which indemnification is available recoverable hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesconnection herewith.

Certain Limitations. The indemnification provided for in Section 7.2 shall be subject to the following limitations: (a) For purposes The Sellers shall not be liable (for indemnification or otherwise) to Buyer with respect to claims for indemnification pursuant to Section 7.2(a)(i) of this ARTICLE VIIIAgreement until the aggregate amount of the actual Losses in respect thereof exceeds $1,525,000 (the "Basket"), in which event, the amount Sellers, as a group (but on an individual basis and not jointly and severally with others except with respect to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ as otherwise provided herein), shall be liable for all Losses (and not just Losses in excess of the Basket), subject to the other limitations contained in this Article VII. The Basket shall not apply to any Losses, but not claim against an individual Seller for actual fraud or intentional misrepresentation committed by that Seller in connection with the purpose of determining whether there has been transactions contemplated by this Agreement or any inaccuracy in or breach of any representation of the Fundamental Representations or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warrantySpecial Representations. (b) The Members Sellers shall have no liability not be liable (for indemnification or otherwise) to Buyer with respect to claims for indemnification pursuant to Section 8.02(a7.2(a)(i) with respect to of this Agreement for aggregate Losses for which indemnification is provided unless the aggregate in excess of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) 10,675,000 (the “Basket”"Cap"); provided, however, that the Sellers shall not be liable to Buyer for indemnification under Section 7.2(a)(i) as a result of one or more breaches of the Special Representations (when measured separately) for aggregate Losses in excess of $10,000,000 (which the parties acknowledge to be an amount separate from, and not a part of, the Cap); and provided, further, that the Cap shall not apply to (i) any claim against an individual Seller for actual fraud or intentional misrepresentation committed by that Seller in connection with the transactions contemplated by this Agreement (however, in which case the Members shall be liable that case, such Seller's aggregate Loss for such claims and all such Losses from the first dollar. The aggregate liability of the Members under Section 8.02(a) other claims combined shall not exceed the amount of Purchase Price previously received by such Seller) or (ii) any breach of any of the Holdback AmountFundamental Representations (however, in that case, such Sellers' aggregate Loss for such claims and all other claims combined shall not exceed the Purchase Price previously received by such Sellers). (c) Parent shall have no liability for indemnification pursuant Subject to Section 8.03(a) the other limitations imposed by this Article VII, with respect to Losses for which indemnification is provided unless any claims by ▇▇▇▇▇, such claims shall first be paid and satisfied from the aggregate Escrow Account, to the extent of all Losses exceeds the Basketany funds then remaining, and only secondarily by each Seller severally (and not jointly), in which case Parent each case, in strict proportion to such Seller's respective Percentage Interest of the applicable Loss; provided, however, that (i) Losses resulting from actual fraud or intentional misrepresentation committed by an individual Seller in connection with the transactions contemplated by this Agreement, (ii) Losses resulting from the indemnification provisions of Section 7.2(b) and (iii) Losses resulting from a breach of the Special Representations shall not be liable for all satisfied from the Escrow Account but instead, Buyer may only seek to recover such Losses from (A) directly against the first dollar. The aggregate liability offending Seller in the case of Parent under Section 8.03(a(i) shall and (ii) above (severally and not exceed jointly and severally against others) and (B) directly against the amount Sellers as a group in the case of (iii) above, but only in strict proportion to such Seller's respective Percentage Interest of the Holdback Amountapplicable Loss. (d) Notwithstanding Any Loss incurred by Buyer shall be reduced, on a dollar-for-dollar basis, by the foregoingamount of any realized insurance proceeds and any indemnity, contribution or other similar payment received by Buyer (or the limitations set forth Company) in Section 8.04(b) and Section 8.04(c) respect of any such Loss or claim associated with such Loss; provided, however, that this Agreement shall not apply be deemed to Losses based upon, arising out of, with respect impose on Buyer any affirmative obligation to make claims under any insurance policy or by reason of to recover any for and insurance proceeds or any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06similar payments. (e) The To the extent that the Sellers are required to pay Buyer for a claim made pursuant to this section and Buyer recognizes a "Net Tax Benefit," then Buyer will pay to Sellers such Net Tax Benefit. For purposes of this section, "Net Tax Benefit" means a reduction of Tax payable by Buyer in a particular year attributable to the item giving rise to the claim for indemnity. Sellers hereby acknowledge that ▇▇▇▇▇'s net operating losses and other pre-existing tax attributes may limit the ability to realize any Net Tax Benefits hereunder. Sellers also agree and acknowledge that neither the Sellers nor the Shareholder Representative has or will have any right (i) to review, audit or otherwise dispute the existence or the amount of any Net Tax Benefit or (ii) to dispute or challenge any particular Tax position taken by the Buyer, the Company or any of their respective Affiliates. Sellers agree that the amount of any Net Tax Benefit will be computed by ▇▇▇▇▇ with the assistance of its tax advisors and that such computation shall be final and binding for all purposes of this Agreement; provided, however, notwithstanding the foregoing, Buyer acknowledges an obligation to prepare all Tax returns in good faith. (f) Simultaneously with any amount paid to a Seller by Buyer pursuant to Section 7.3(c) and Section 7.3(d), Buyer shall gross up such amount paid to make the Seller whole for the additional income Taxes payable by such Seller arising from receipt of such amount pursuant to Section 7.3(c) and Section 7.3(d). (g) Following the Closing, Buyer shall take, and cause its Affiliates, including the Company, 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 to the extent necessary to remedy the breach that gives rise to such Loss and the failure to so mitigate will reduce, on a dollar-for-dollar basis, all Loss resulting from such failure; provided, however, that it is expressly agreed and understood that such costs and expenses, including, without limitation, attorneys' fees and expenses, incurred in connection with Buyer's obligation to mitigate pursuant to this Section 7.4(g) may (subject to the applicable definition thereof) be deemed to be Losses for which indemnification is provided all purposes under this ARTICLE VIII Agreement. Without in any manner limiting the generality of the foregoing, the parties acknowledge and agree that Buyer shall have an obligation to mitigate costs and expenses associated with litigation involving a Third-Party Claim, and, as such, no cost or expense associated with prosecuting a counterclaim against any Third-Party Claim shall be net recoverable hereunder (unless such counterclaim has been authorized in writing in advance of any amounts actually recovered filing by the Indemnified Party under insurance policies Shareholder Representative). (h) No Seller shall have any liability with respect to such Losses (net a breach of any costs to recover such insurance payments of the Several Representations by any other Seller and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation ▇▇▇▇▇ agrees not to seek recovery from any third party or pursue recovery under any insurance policy against a Seller with respect to a breach of the Several Representations by another Seller (except in the case of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ as provided). The Company shall have no liability with respect to a breach of the Several Representations by any LossesSeller and ▇▇▇▇▇ agrees not to seek recovery against the Company with respect to a breach of the Several Representations by any Seller. (i) In no event (including expressly, any fraud or intentional misrepresentation of any Seller) shall any Seller be liable to Buyer for any Losses (in the aggregate) in excess of the portion of the Purchase Price actually received by such Seller. (j) Under no circumstances shall any claim, Loss, reserve or liability reflected on the Company's financial statements (including (i) as referenced in the footnotes thereof or (ii) in connection with any matter for which an accrual or reserve has been established) give rise to an indemnifiable Loss hereunder until the amount of such Loss actually suffered exceeds such amount reflected, accrued or reserved. (k) Sellers shall not be liable for any Losses or any indemnification for Taxes or other matters attributable to Third Party Claims arising out of or resulting from (i) any issue, concern or set of circumstances brought to the attention of such third party voluntarily by Buyer or the Company (or their respective Representatives) or (ii) any inquiry, proceeding or audit self-initiated by Buyer or the Company (or their Representatives), after the Closing unless, in any case, the inquiry, proceeding or audit has been applied across all companies, subsidiaries and divisions of Buyer evenly or the inquiry, proceeding or audit is required by Applicable Law or the policies or procedures of Buyer (without an intent or objective to single out the Losses occurring inside the Company only). (l) Buyer expressly waives any right or rights of offset, whether under common law or otherwise, and however styled or articulated, against any amount that is or may be due any Seller following the Closing. (m) Buyer acknowledges that the provisions of this Section 7.4 were specifically bargained for between the parties and were taken into account in arriving at the Purchase Price. The Company and the Sellers have specifically relied upon the provisions of this Section 7.4 in agreeing to the Purchase Price and in agreeing to provide the specific representations and warranties made hereunder. Neither the Company nor the Sellers would have entered into this Agreement but for the inclusion of this Section 7.4.

Certain Limitations. (a) Except with respect to inaccuracies in or breaches of the representations and warranties contained in Sections 2.1 (Corporate Status) 2.2 (Corporate and Governmental Authorization), 2.4 (Capitalization; Title to Shares), 2.17 (Tax Matters) and 2.22 (Finders’ Fees) (the “Parent Fundamental Representations”), Parent shall not be required to indemnify Investor Indemnitees for Losses under Section 6.2(a) until the aggregate amount of all such Losses exceeds $1,000,000 (the “Deductible”), in which event Parent shall be responsible only for Losses in excess of such Deductible. The maximum amount for which Parent will be liable pursuant to Section 6.2(a) and Section 6.2(b) (exclusive of any amounts paid by Parent to Investor with respect to the failure of any of the Merger, the SPS Transactions or the Managing Agency Acquisition to occur in accordance with Section 4.9 and the following sentence) shall not in the aggregate exceed $50,000,000 (the “Aggregate Cap”); provided, however, that the maximum amount for which Parent will be liable pursuant to Section 6.2(a) (other than with respect to breaches of Parent Fundamental Representations) shall not in the aggregate exceed $15,000,000 (the “Representations Cap”). For the avoidance of doubt, the Investor Indemnitees’ rights to indemnification for Losses arising out of the failure of any of the Merger, the SPS Transactions and the Managing Agency Acquisition to occur shall be limited to (i) with respect to the Merger, the Merger Option Price plus $10,000,000, (ii) with respect to any of the SPS Transactions, the SPS Option Price and (iii) with respect to the Managing Agency Acquisition, the Managing Agency Acquisition Option Price, in each case plus interest on such amount from the Investment Closing Date to the date on which such amount is paid at the Interest Rate. (b) Except with respect to inaccuracies in or breaches of the representations and warranties contained in Sections 3.1 (Corporate Status), Section 3.2 (Corporate and Governmental Authorization) and 3.5 (Finders’ Fees) (the “Investor Fundamental Representations”), Investor shall not be required to indemnify Parent Indemnitees for Losses under Section 6.3(a) until the aggregate amount of all such Losses exceeds the Deductible, in which event Investor shall be responsible only for Losses in excess of such Deductible. The maximum amount for which Investor will be liable pursuant to Section 6.3(a) and Section 6.3(b) shall not in the aggregate exceed the Aggregate Cap; provided, however, that the maximum amount for which Investor will be liable pursuant to Section 6.3(a) (other than with respect to breaches of Investor Fundamental Representations) shall not in the aggregate exceed the Representations Cap. (c) For purposes of this ARTICLE VIIIArticle VI, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warrantywarranty (other than any representation or warranty set forth in Section 2.7, Section 2.8 or Section 2.9) shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a such representation or warranty. (bd) The Members rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall have in no liability for indemnification pursuant way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to Section 8.02(a) with respect to Losses for which indemnification there is provided unless the aggregate of all Losses exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Basket”), in which case the Members shall be liable for all such Losses from the first dollarno inaccuracy or breach. The aggregate liability of the Members under Section 8.02(a) shall not exceed the amount of the Holdback Amount. (c) Parent shall have no liability for indemnification pursuant to Section 8.03(a) with respect to Losses for which indemnification is provided unless the aggregate of all Losses exceeds the Basketrepresentations, in which case Parent shall be liable for all such Losses from the first dollar. The aggregate liability warranties and covenants of Parent under Section 8.03(a) shall not exceed (as qualified by the amount of the Holdback Amount. (d) Notwithstanding the foregoing, the limitations matters set forth in Section 8.04(bthe Parent Disclosure Letter) and Section 8.04(c) the Investor Indemnitees’ rights to indemnification with respect thereto, shall not apply be affected or deemed waived by reason of (and the Investor Indemnitees shall be deemed to Losses based uponhave relied upon the representations and warranties of Parent set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Investor Indemnitees (including by any of its advisers, arising out of, with respect to consultants or representatives) or by reason of the fact that any of the Investor Indemnitees or any of such advisers, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Investor’s waiver of any condition set forth in any Transaction Agreement. (e) Except as contemplated by Section 4.9 and as provided in Section 8.9, the indemnity provided for in this Article VI shall be the sole and any claims arising from fraudexclusive remedy of Investor Indemnitees or Parent Indemnitees, criminal activity or willful misconductas the case may be, or after the Investment Closing for any inaccuracy in or breach of any representation or warranty of Parent or Investor, respectively, herein or any other breach of this Agreement, provided that nothing herein shall limit in Section 3.01any way any such party’s remedies in respect of fraud, Section 3.02(a)intentional misrepresentation or omission, Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06intentional breach or willful misconduct by the other parties in connection with the transactions contemplated hereby. (ef) The amount No party to this Agreement (or any of its Affiliates) shall, in any Losses event, be liable or otherwise responsible to any other party (or any of its Affiliates) for which indemnification is provided under any punitive damages of such other party (or any of its Affiliates) arising out of or relating to this ARTICLE VIII shall be net Agreement or the performance or breach hereof, other than any such damages arising in connection with a Third Party Claim. (g) Notwithstanding anything to the contrary in this Agreement, none of any amounts actually recovered by the Indemnified Party under insurance policies limitations in Section 6.1 or, with respect to such Losses (net the Deductible and the Cap, this Section 6.4 shall apply in the event of any costs to recover such insurance payments and fraud, intentional misrepresentation or omission or willful misconduct on the part of any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer of the parties or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Lossesits Affiliates.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) For purposes of this ARTICLE VIII, Holders shall not be liable to the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability Parent Indemnitees for indemnification pursuant to under Section 8.02(a9.02(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a) exceeds One Hundred Fifty Thousand Dollars ($150,000) 150,000 (the “Basket”), in which case the Members event Holders shall be required to pay or be liable for all such Losses from the first dollarLosses. The aggregate liability amount of all Losses for which Holders shall be liable pursuant to Section 9.02(a) shall not exceed $6,500,000 (the “General Indemnification Cap”), provided that: (i) the aggregate amount of all Losses for which Holders shall be liable pursuant to Section 9.02(a) in respect of any inaccuracy in or breach of any of the Members Core Intellectual Property Representations shall not exceed the sum of $33,500,000 plus any amounts that, at the relevant time, remain available under the General Indemnification Cap; and (ii) the aggregate amount of all Losses for which Holders shall be liable pursuant to Section 8.02(a9.02(a) in respect of any inaccuracy in or breach of any of the Fundamental Representations or pursuant to Section 9.02(b), Section 9.02(c), Section 9.02(d), Section 9.02(e), Section 9.02(f), or Section 9.02(g) shall not exceed the amount Purchase Price. (b) Notwithstanding Section 9.04(a), except in the case of fraud or willful breach by a Holder (in which case, for greater certainty, no limitation of liability shall apply), no Holder will be liable to indemnify the Parent Indemnitees for any Losses in excess of the Holdback Amountportion of the Purchase Price (including any portion of the Earn-Out Payment) paid to such Holder (the “Holder Cap”). (c) Parent shall have no liability not be liable to the Indemnitees for indemnification pursuant to under Section 8.03(a9.03(a) with respect to Losses for which indemnification is provided unless until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which case event Parent shall be required to pay or be liable for all such Losses from the first dollarLosses. The aggregate liability amount of all Losses for which Parent under shall be liable pursuant to Section 8.03(a) 9.03 shall not exceed the amount of Purchase Price (the Holdback Amount“Parent Indemnification Cap”). (d) Notwithstanding the foregoing, the limitations set forth in For purposes of Section 8.04(b9.02(a) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a9.03(a), Section 3.03, Section 3.04, Section 3.11, Section 3.21, Section 4.01 and Section 4.06. (e) The in determining the amount of any Losses for which indemnification is provided under this ARTICLE VIII suffered by an Indemnified Party, any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty shall be net disregarded, but only for the purpose of any amounts actually recovered by the Indemnified Party under insurance policies with respect to calculating such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any Losses.