Common use of Indemnification Limits Clause in Contracts

Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. (a) Except The LSHC Parties shall have no liability for claims or Losses any claim for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty 3 until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that the Losses for which the LSHC Parties would be responsible exceed, in the event such threshold is reached and exceededaggregate, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000500,000), in which event the LSHC Parties shall pay or be liable for all such Losses from the first dollar. Notwithstanding the foregoing sentence, however, any indemnification claims by the Acquiror Indemnified Parties relating to the Visa Ownership, the HPS Relationship, the LFC Dispute or the matters referenced in Section 3(b) in the aggregate, which amount shall be paid from the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitationsfirst dollar. (b) Purchaser Notwithstanding anything set forth in this Agreement to the contrary, no LSHC Shareholder, on an individual basis, shall be required to make indemnification payments to the Acquiror Indemnified Parties pursuant to Section 3 to the extent indemnification payments thereunder would exceed, in the aggregate, the amount of total consideration received by such LSHC Shareholder in the Merger (such amount, the “Individual Indemnification Cap”), which amount is set forth opposite each LSHC Shareholder’s name on ANNEX A to this Agreement. (c) Acquiror shall have no liability for any claim for indemnification pursuant to Section 4 until the Losses for which Acquiror would be responsible exceed, in the aggregate, Five Hundred Thousand Dollars ($500,000), in which event Acquiror shall pay or be liable for all such Losses from the first dollar. (d) All indemnification claims shall be net of available insurance proceeds and income tax benefits accruing to the indemnified party and shall not include any amounts for exemplary or punitive damages (unless part of a Third-Party Claim). (e) Any indemnification claim payable by an LSHC Shareholder to Acquiror may be paid, at the LSHC Shareholder’s option, either in cash or through the cancellation of the appropriate number of shares of Acquiror Common Stock previously issued to the LSHC Shareholder, calculated based on the Per Share Acquiror Stock Valuation. Any indemnification claim payable by Acquiror to an LSHC Shareholder or to the ▇▇▇▇▇▇▇▇▇ Family may be paid, at Acquiror’s option, either in cash or through the issuance of the appropriate number of additional shares of Acquiror Common Stock, calculated based on the Per Share Acquiror Stock Valuation. (f) Notwithstanding anything contained herein to the contrary, the right to indemnification, reimbursement or other remedy based upon a Breach by either LSHC or Acquiror of any of the representations, warranties or covenants made by LSHC or Acquiror, respectively, in the Merger Agreement will not be entitled to indemnification pursuant to this Article X with respect to affected, and there shall not be taken into account for purposes of determining whether there has occurred such a Breach, or the amount of any claim or liability Losses resulting from such Breach: (i) relating to a breach by Seller of a representation any limitation on such representation, warranty or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information covenant based upon Knowledge, materiality or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occursMaterial Adverse Effect; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired Knowledge acquired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser Acquiror or its Affiliates Representatives at any time after the execution and delivery of the Merger Agreement and this Agreement or after the Closing Date, including any information provided by LSHC to Acquiror after the date of the Merger Agreement and this Agreement pursuant to Section 6.8 of the Merger Agreement; or (biii) any injuries to, Knowledge acquired by LSHC or deaths its Representatives at any time after the execution and delivery of the Merger Agreement and this Agreement or illnesses of, such Hired Employees occurring after the Closing Date and while working for the PurchaserDate, (c) as a result including any information provided by Acquiror to LSHC pursuant to Section 7.3 of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing DateMerger Agreement. (cg) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance Except as set forth in respect Article 11 of the Business Merger Agreement or for claims based upon fraud or willful misconduct, the indemnification rights set forth in this Agreement shall constitute the sole and exclusive remedy of the Acquiror Indemnified Parties, the LSHC Indemnified Parties and the Purchased Assets while owned ▇▇▇▇▇▇▇▇▇ Family Indemnified Parties for any Breach of representations or warranties or covenants under the Merger Agreement or this Agreement. (h) If the Loss incurred by an LSHC Indemnified Party or a ▇▇▇▇▇▇▇▇▇ Family Indemnified Party results from a diminution in the aggregate value of Acquiror Common Stock (“Aggregate Diminution”), then the amount of such Loss claimed by an LSHC Indemnified Party or ▇▇▇▇▇▇▇▇▇ Family Indemnified Party for which Acquiror may be liable pursuant to this Agreement shall be equal to the amount of the Aggregate Diminution multiplied by the percentage ownership of Acquiror Common Stock by the applicable LSHC Indemnified Party or ▇▇▇▇▇▇▇▇▇ Family Indemnified Party. For the avoidance of doubt, the parties acknowledge and operated agree that any Loss incurred by such party an LSHC Indemnified Party or ▇▇▇▇▇▇▇▇▇ Family Indemnified Party resulting from a breach of any of Section 5.5 through Section 5.24 of the Merger Agreement, or of Section 5.29 of the Merger Agreement (but only to the extent that it relates to any of Section 5.5 through Section 5.24) shall be measured solely in accordance with general practices the preceding sentence. Any other Loss from and industry standards. (d) Any amounts payable under against which Acquiror is obligated to indemnify, defend and hold harmless the LSHC Indemnified Parties or ▇▇▇▇▇▇▇▇▇ Family Indemnified Parties pursuant to Section 10.2 or Section 10.3 or Section 10.5 4 of this Agreement shall be treated by Purchaser and Seller measured in such other manner as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemniteeappropriate. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. Notwithstanding anything in this Agreement to the contrary: (a) Except The Buyer Indemnified Parties shall not be entitled to recover any Losses pursuant to Section 8.03(a), and no Securityholder shall be liable for claims indemnification for any such Losses, unless and until the aggregate amount of all such Losses suffered by the Buyer Indemnified Parties exceeds $1,400,000 (the “Deductible”), at which time the Buyer Indemnified Parties shall be entitled to recover such Losses only to the extent in excess of the Deductible; provided, that Losses attributable to breach of or Losses for breaches for Special Representations and Warrantiesinaccuracy in any of the Company Fundamental Representations, or covenantsresulting from Fraud, agreements shall not be subject to the Deductible. (b) The maximum aggregate, cumulative liability of the Securityholders for any and all Losses pursuant to Section 8.03(a) shall not exceed $1,400,000 (the “Cap”); provided, that Losses attributable to breach of or inaccuracy in any of the Company Fundamental Representations, or resulting from Fraud, shall not be subject to the Cap or included in the determination of whether the Cap has been reached. (c) Other than in respect of claims brought on the basis of Fraud, the maximum aggregate, cumulative liability of the Securityholders, on the one hand, or the Parent, on the other hand, for any and all Losses pursuant to this Article VIII shall not exceed the Merger Consideration actually received or paid. The indemnification obligations of Seller the Securityholders pursuant to Section 8.03 hereunder shall be (i) joint and several with respect to all amounts recovered from the Escrow Account or Real Estate Seller which Special Escrow Account, as applicable, and (ii) several, and not joint, among the Indemnification Parties, in proportion to their respective Indemnification Percentage for all amounts in excess of amounts available in the Escrow Account or Special Escrow Account, as applicable; provided, that as between any Indemnification Parties that are Affiliates, such Affiliates shall start at dollar one be jointly and severally liable with each other for the aggregate Indemnification Percentage of such Persons; provided, further, that in no event shall the liability of any Indemnification Party for any and all indemnification claims in the aggregate under Section 8.03 and Section 8.04 exceed the amount of Merger Consideration received by such Indemnification Party ($1.00)or in the case of Indemnification Parties that are Affiliates, Purchaser the aggregate Merger Consideration received by such Indemnification Parties) unless such indemnification claim is being made in respect of Fraud and such Indemnification Party committed such Fraud. (d) No Buyer Indemnified Party shall not be entitled to indemnification pursuant to Section 10.2 with 8.03 in respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right Losses to such indemnification exceeds One Hundred Thousand Dollars the extent ($100,000but only to the extent) (it being agreed that they are accurately included and accounted for in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches calculation of the representations Final Merger Consideration in accordance with Sections 1.09 and warranties in Section 3.6(a1.10. (e) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties All Losses under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit determined without duplication of recovery by reason of the recourse same set of Purchaser on account of any facts giving rise to such Losses constituting a breach of the representations and warranties hereunder. For purposes of claritymore than one representation, Excluded Liabilities and breaches of covenantswarranty, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitationscovenant or agreement. (bf) Purchaser will not be entitled For the avoidance of doubt, any Buyer Indemnified Party may recover for Losses under Section 8.03(a) only after the Deductible is exhausted (to indemnification pursuant the extent the Deductible applied to this Article X with respect to any claim or liability such Losses) and then (i) relating to a breach by Seller of a representation or warranty before first, from the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; Escrow Account (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnityextent unreserved funds are available), (ii) second, to the extent the unreserved funds in the Escrow Account are insufficient and such Losses are recoverable under the RWI Policy, any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise such Buyer Indemnified Party shall use commercially reasonable efforts to seek recovery against the RWI Policy (which shall not require any Buyer Indemnified Party to take any action other than submission and prosecution of a claim in compensation for a commercially reasonable manner in accordance with the subject matter of an indemnification claim by RWI Policy and shall not require any Buyer Indemnified Party to institute any litigation against such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”any insuring entity), and (iii) the Tax Advantage to the Indemnitee resulting fromthird, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, solely to the extent coverage under the RWI Policy is exhausted or unavailable, from the Indemnification Parties directly in accordance with the terms of such payment, as applicable this Agreement and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable LossesAncillary Agreements.

Indemnification Limits. (a) Except Subject to Section 10.6(b), except with respect to (a) claims for fraud, willful misconduct or intentional misrepresentation, (b) claims or Losses for breaches for Special Representations of any representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one warranties contained in Sections 3.2 ($1.00Capital Structure), Purchaser 3.3 (Authority and Due Execution) 3.8 (Taxes), 3.13 (Brokers’ and Finders’ Fees) and 3.16 (Employee Benefit Plans) (collectively, the “Fundamental Representation Claims”), and (c) claims for the Company’s, the Representative’s or any Equityholder’s breach of or failure to perform any covenant in this Agreement or the Escrow Agreement (together with the Fundamental Representation Claims, the “Fundamental Claims”), (i) the Escrow Amount is the sole source of recovery available to satisfy any indemnification claim for Indemnified Losses pursuant to this ARTICLE X and (ii) the Indemnified Parties shall not be entitled to indemnification pursuant to this ARTICLE X for any Indemnified Losses unless and until the aggregate amount of all Indemnified Losses exceeds $100,000.00 (the “Minimum Loss”); provided, after the Minimum Loss is exceeded, the Indemnified Parties shall be entitled to be paid the entire amount of any Indemnified Losses, including the Minimum Loss, subject to the limitations on recovery set forth in this Section 10.2 with 10.6. With respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in Fundamental Claims, the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement Indemnified Parties shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article ARTICLE X for Indemnified Losses in excess of the Total Merger Consideration. Notwithstanding anything to the contrary herein, with respect to claims for fraud, willful misconduct or intentional misrepresentation, the Indemnified Parties shall be entitled to indemnification for all Indemnified Losses, without limitation; provided, however, that no Stockholder shall be liable for the fraud, willful misconduct or intentional misrepresentation of any claim or liability (i) relating to a breach by Seller other Stockholder acting in such Stockholder’s capacity as an individual and not on behalf of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or Company. (b) any injuries toNotwithstanding the foregoing, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect claims for breaches of any Losses, Seller willrepresentations and warranties contained in Sections 3.7 (Litigation) and 3.10 (Intellectual Property and Related Matters), to the extent ▇▇▇▇ ▇▇▇▇ had Knowledge prior to the Closing of such paymentclaim, as applicable breach or facts and provided Purchaser has not earlier circumstances giving rise to such claim or breach, the Indemnified Parties shall be entitled to indemnification from ▇▇▇▇ ▇▇▇▇ for the amount of any Indemnified Losses in excess of the Escrow Amount, up to the aggregate portion of the Total Merger Consideration received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser by ▇▇▇▇ ▇▇▇▇ and the ▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust pursuant to Alternative Arrangements or against any third party in respect this Agreement minus the aggregate amount of the Losses Total Merger Consideration, net of applicable Taxes, payable to which such payment relates▇▇▇▇ ▇▇▇▇ and the ▇▇▇▇ ▇. Purchaser shall execute upon request all instruments reasonably necessary ▇▇▇▇ Revocable Trust that was contributed to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Lossesthe Escrow Account on their behalf.

Indemnification Limits. Notwithstanding anything in this Agreement to the contrary: (a) Except Other than in respect of claims brought on the basis of Fraud, the maximum aggregate, cumulative liability of the Sellers, on the one hand, and Purchaser, on the other hand, for claims any and all Losses arising pursuant to this Agreement or in connection with the transactions contemplated hereby shall not exceed the Closing Purchase Price. (b) With respect to Losses for breaches for Special Representations which a Purchaser Indemnified Party is entitled to indemnification under Section 11.3(a) such Losses shall be paid (i) first, from the R&W Insurance Policy to the extent of the coverage limits under the R&W Insurance Policy, and Warranties(ii) second, solely to the extent of any such Losses in excess of such coverage limits, from the Parent and Sellers, jointly and severally (in each case, subject to the limitations in this Article XI). For the sake of clarity, Purchaser shall first be required to use reasonable best efforts to recover from and exhaust the R&W Insurance Policy before seeking recovery directly from the Parent and Sellers under clause (ii) above. The failure to collect under the R&W Insurance Policy shall not diminish or covenants, agreements alter the rights of the Purchaser Indemnified Parties to obtain indemnification under this Agreement or the obligations of Seller Parent or Real Estate Seller which shall start at dollar one ($1.00)the Sellers to provide such indemnification so long as, and to the extent that, Purchaser has complied with its obligation to first seek recovery under the R&W Insurance Policy in accordance with the preceding sentence. (c) All Losses under this Agreement shall be determined without duplication of recovery by reason of the same set of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. (d) The Purchaser Indemnified Parties shall not be entitled to indemnification pursuant under this Article XI or otherwise hereunder: (i) in respect of any Loss to the extent, and solely to the extent, arising or increased as a result of any action taken or omitted to be taken by Purchaser or any of its Affiliates following the Closing (including any Transferred Entity with respect to actions or omissions occurring after the Closing), (ii) in respect of any Losses caused by or resulting from any action required by this Agreement (including Section 10.2 6.4), except with respect to Pre-Closing Restructuring Taxes or (iii) with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that Loss taken into account in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess calculation of such amount). Except for claims Final Closing Purchase Price or Losses for breaches of otherwise resolved pursuant to the representations and warranties purchase price adjustment procedures set forth in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations2.4. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. If the Closing occurs, the rights of the Purchaser Indemnified Parties under Section 7.3 shall be subject to the following limitations: (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of The Indemnifying Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser Parties shall not be liable to the Purchaser Indemnified Parties for indemnification claims under Section 7.3(a) (excluding indemnification claims for breach of Fundamental Representations and claims for fraud or intentional misrepresentation) or Section 7.3(e) until the aggregate amount of all Losses in respect of indemnification claims under Sections 7.3(a) and 7.3(e) (excluding indemnification claims for breach of Fundamental Representations and claims for fraud or intentional misrepresentation) exceeds $270,000.00, at which time the Purchaser Indemnified Parties shall be entitled to indemnification recover for aggregate Losses pursuant to Sections 7.3(a) and 7.3(e) from the first dollar; (b) The Indemnifying Seller Parties shall not be liable to the Purchaser Indemnified Parties (i) for an aggregate amount of Losses pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,0007.3(a) (it being agreed that in the event such threshold is reached excluding indemnification claims for breach of Fundamental Representations and exceeded, Seller will only be liable claims for Losses fraud or intentional misrepresentation) in excess of such amount). Except $2,700,000.00 and (ii) for indemnifications claims pursuant to Section 7.3(a) (excluding indemnification claims for breach of Fundamental Representations and claims for fraud or Losses for breaches intentional misrepresentation) except out of the representations and warranties Indemnification Escrow Fund or by forfeiture of Rollover Units pursuant to Section 7.5 below; (c) The Indemnifying Seller Parties shall not be liable to the Purchaser Indemnified Parties for an aggregate amount of Losses pursuant to Section 7.3(a) for breach of Fundamental Representations in Section 3.6(aexcess of the Closing Purchase Price, provided that claims for fraud or intentional misrepresentation shall not be subject to the limit in this clause (c) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) be included in the aggregate, which amount shall be determination of whether the limit in this clause (c) has been reached; (d) The Indemnifying Seller Parties shall not be liable to the Purchaser Indemnified Parties for indemnification claims pursuant to Section 7.3(e) unless the Purchaser notifies the Seller Representative in writing of such claim within fifteen (15) months after the recourse Closing Date; and (e) For the avoidance of doubt, the Donee Owner shall not be liable to the Purchaser on account of Indemnified Parties for any such breach of the representations and or warranties hereunder. For purposes set forth in ARTICLE 2 or for any inaccuracy in any statement set forth in any certificate delivered by or on behalf of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification Donee Owner at Closing pursuant to this Article X with respect to any claim or liability (i) relating to a breach Agreement, except in the case of fraud by Seller the Donee Owner. For all purposes of this ARTICLE 7, when determining whether a representation or warranty before the Closing Date if of any Seller supplemented the Disclosure Schedule to provide new information Party has been breached or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule is inaccurate and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result amount of the employment with Purchaser of Losses, any person on and after the Closing Date material adverse effect or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance other materiality qualifier contained in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability representation or expense that is subject to a claim for indemnification shall warranty will be at the discretion of the Indemniteedisregarded. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. (a) Except with respect to any claims for claims indemnification relating to breaches of any of the Fundamental Representations or Losses for breaches for Special Representations any of the representations and Warrantieswarranties set forth in Section 3.11, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser Parent and the Surviving Corporation shall not be entitled to indemnification pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty 9.2(a)(i) until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) 5,500,000 (it being agreed that in the event such threshold is reached and exceeded, Seller the Fully-Diluted Stockholders will only be liable for Losses in excess of such amount), and only to the extent that the amount of each individual claim for Losses (or series of related claims, in the aggregate) exceeds $150,000. Except for claims or For the purposes of calculating the amount of the Losses for breaches of with respect to Section 9.2(a), the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount Company shall be deemed to exclude any materiality (including the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(awords “material” or “Material Adverse Effect”) and Section 3.21, are not subject to any limitationsor similar qualifiers or exceptions contained therein. (b) Purchaser EACH OF PARENT AND MERGER SUB AGREES, ON BEHALF OF ITSELF, ITS AFFILIATES (INCLUDING THE SURVIVING CORPORATION), SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, REPRESENTATIVES AND AGENTS, THAT THE SOLE AND EXCLUSIVE SOURCE OF RECOVERY FOR ANY SUCH PERSON’S INDEMNIFICATION OR OTHER CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO AND SHALL NOT EXCEED, IN THE AGGREGATE, THE ESCROW AMOUNT EXCEPT FOR (I) CLAIMS AGAINST ANY STOCKHOLDER, ON A SEVERAL (AND NOT JOINT OR JOINT AND SEVERAL) BASIS, PURSUANT TO THE STOCKHOLDER SUPPORT AGREEMENT OR ANY OTHER RELATED AGREEMENT AS SET FORTH THEREIN AND (II) FRAUD. FOR AVOIDANCE OF DOUBT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO SUCH CLAIM BY PARENT OR MERGER SUB SHALL BE SEPARATELY ASSERTED AGAINST THE STOCKHOLDERS OTHER THAN AS SET FORTH IN THE PREVIOUS SENTENCE. (c) To the extent that any Losses which would otherwise be subject to indemnification pursuant to this Article IX were reflected in the calculation of the Estimated Merger Consideration pursuant to Section 2.12(a) or in the calculation of the Final Merger Consideration pursuant to Section 2.13(a) (including items in the Final Closing Date Statement), were expressly reflected in Working Capital or, other than with respect to any Taxes, were reflected in the reserves and accruals in the Financial Statements to the extent of those reserves and accruals, (i) Parent, Surviving Corporation or other indemnitee shall not be able to recover for such Losses from the Escrow Amount in each case only to the extent of the amount included in such calculation, adjustment, accrual or reserve, and (ii) such Losses shall not be counted in the determination of whether any deductible, basket, cap or other threshold hereunder has been met, in each case only to the extent of the amount included in such calculation, adjustment, accrual or reserve. (d) In no event shall any indemnification of or recovery by the Surviving Corporation or any other indemnitee for Losses pursuant to Section 9.2 that are recoverable in excess of the Escrow Amount exceed, with respect to any Fully-Diluted Stockholder, the amount of the Final Merger Consideration actually received by such Person. (e) Parent and the Surviving Corporation will not be entitled to indemnification pursuant to this Article X IX with respect to any claim or liability by any employee employed by the Company and its Subsidiaries arising (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser Company or any of its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring Subsidiaries after the Closing Date and while working for (unless the Purchaser, notice of termination was provided prior to Closing) or (cii) as a result of the employment with Purchaser hiring of any person on and after the Closing Date or (dDate; provided, however, that nothing in this Section 9.7(e) shall limit any action by Purchaser subsequent right of Parent Indemnified Parties with respect to the Closing Dateany breaches of representations and warranties in this Agreement. (cf) From and after the Closing, Purchaser Parent and Seller the Surviving Corporation shall both maintain or cause to be maintained customary occurrence based product liabilityproperty, casualty, business interruption and other insurance in respect of the Business and the Purchased Assets while owned and operated by such party Surviving Corporation in accordance with Parent’s general practices and industry standardspractices. (dg) Any amounts payable under Section 10.2 9.2 or Section 10.3 or Section 10.5 9.3 shall be treated by Purchaser Parent and Seller the Fully-Diluted Stockholders as an adjustment to the Purchase PriceFinal Merger Consideration, and shall be calculated after giving effect to (i) any proceeds actually received or receivable from insurance policies (net of any deductible or co-payment, Parent’s reasonable estimate of any increase in premiums attributable to such recovery and all out of pocket costs and expenses related to such recovery) covering the damage, loss, liability or expense that is the subject to the claim for indemnity, indemnity or (ii) any proceeds actually received from third parties, parties (net of any out of pocket costs and expenses related to such recovery) through indemnification, counterclaim, counterclaim or reimbursement arrangement, contract agreements or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d9.7(g), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to actually realized by the Indemnitee indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (eh) Purchaser Parent and the Surviving Corporation shall utilize its their commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.29.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee indemnitee resulting from the Loss that is the subject of the indemnity; provided, that the requirements in the foregoing clause (i) (other than with respect to insurance policies) shall be subject to the indemnitee’s good faith determination that pursuing such other indemnification rights would not be materially adverse to its business relationships. If any such proceeds, benefits or recoveries are received by Purchaser Parent or the Surviving Corporation with respect to any Losses after Purchaser Parent or the Surviving Corporation has received any indemnification payments proceeds from Sellerthe Escrow Amount, Purchaser Parent or Surviving Corporation shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay (i) deposit such proceeds, benefits or recoveries in the Escrow Account if the Escrow Amount has not been released to Seller. Upon making a payment the Fully-Diluted Shareholders pursuant to Purchaser the terms of the Escrow Agreement or (ii) if the Escrow Amount has been released pursuant to the terms of this Agreement and the Escrow Agreement to the Fully-Diluted Shareholders, shall distribute the amount to the Fully-Diluted Stockholders in respect accordance with their respective Ownership Percentages. (i) The obligation to indemnify any indemnitee for Losses incurred by it in connection with Response Actions on properties which are leased by the Company or any of its Subsidiaries shall arise only if and to the extent that Parent or the Surviving Corporation has used commercially reasonable efforts to first seek recovery from the owner of the property, provided that all costs incurred by Parent or the Surviving Corporation related to such efforts to seek recovery shall be promptly reimbursed from the Escrow Amount. (j) Without limiting the generality of any Lossesof the provisions of this Article IX, Seller willexcept with respect to claims based on fraud, Parent understands and agrees that its right to indemnification under this Article IX (as limited by this Section 9.7) for breach of the representations and warranties contained in Section 3.14 shall constitute its sole and exclusive remedy with respect to any environmental, health, or safety matter relating to the past, current or future facilities, properties or operations of the Company and its Subsidiaries and all of their respective predecessors or Affiliates, including any such matter arising under any Environmental Law. Aside from such right to indemnification, Parent hereby waives any right, whether arising at law or in equity, to seek contribution, cost recovery, damages, or any other recourse or remedy from the Escrow Amount or Fully-Diluted Stockholders, or any Affiliate thereof, and hereby releases each such Person from any claim, demand or liability, with respect to any such environmental, health, or safety matter (including any matter arising under any Environmental Law). Except as set forth above, Parent hereby unconditionally agrees to indemnify, defend and hold harmless the Fully-Diluted Stockholders from any and all liability, loss, cost or expense with respect to any such environmental, health, or safety matter (including any matter arising under any Environmental Law). Any Response Action performed by Parent in connection with an alleged breach of the representations in Section 3.14, as the alleged breach relates to Environmental Claims, Environmental Laws or Hazardous Substances, shall be performed in a Commercially Reasonable Manner. Parent shall not be entitled to any indemnification hereunder for Losses related to a Response Action that results from physically invasive tests of soil, groundwater or other environmental media allowed by Parent or at Parent’s direction after the Closing Date, unless such tests are (A) required to comply with Environmental Law or the terms of any lease; (B) required by the directive of any Governmental Authority; or (C) required by a judgment rendered in favor of any Person. (k) Effective as of the Closing Date, each of Parent and the Surviving Corporation (each a “Releasor”), on behalf of itself and its Affiliates, legal representatives, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, each of the Fully-Diluted Stockholders, the Representative, and each of their respective past, present or future officers, managers, directors, shareholders, partners, members, Affiliates, employees, counsel and agents (each a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever (collectively “Claims”) which such Releasor or its heirs, legal representatives, successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing whatsoever, arising out of or relating to any circumstance, agreement, activity, action, omission, event or matter occurring or existing, in each case, prior to the date of the Closing (collectively, “Released Claims”); provided, that, notwithstanding the foregoing, the Released Claims shall not include: (i) any claims that are expressly permitted pursuant to this Agreement, the Stockholder Support Agreement or any other Related Agreements, (ii) any indemnification claims by the Parent Indemnified Parties expressly permitted pursuant to this Article IX, (iii) any claims to specifically enforce any covenants or agreements of the Representative or any of the Fully-Diluted Stockholders in this Agreement, the Stockholder Support Agreement or any other Related Agreements, in each case, to the extent such covenant or agreement, by its terms, expressly contemplates performance after the Closing Date, (iv) any claims to enforce the covenants or agreements of such paymentany Stockholder (other than a Designated Releasee) under the surviving provisions of any Stockholder Agreements, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against (v) any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have claims with respect to the payment of any indemnifiable Lossesadjustment amounts required to be paid in accordance with Section 2.13(f); (vi) any claims based on fraud or resulting from any criminal acts; or (vii) any claims that do not arise solely out of or in relation to such Releasee’s capacity as a stockholder of the Company, other than with respect to the Designated Releasees. Each Releasor agrees not to, and agrees to cause its respective Affiliates and subsidiaries not to, assert any Released Claim against the Releasees. For the sake of clarification, none of the Surviving Corporation or its Subsidiaries shall be deemed a Releasee for the purposes of this Section 9.7(k). In addition, each Releasor specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California (“Section 1542”), which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR. Each Releasor understands and acknowledges the significance and consequence of this specific waiver of the provisions of Section 1542. Each Releasor acknowledges that it has received or has had the opportunity to receive independent legal advice from its attorneys regarding this waiver, and each Releasor hereby assumes full responsibility for any damages, loss or liability which it may hereunder incur by reason of such waiver. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH FULLY-DILUTED STOCKHOLDER WILL ONLY BE LIABLE SEVERALLY, AND NOT JOINTLY OR JOINTLY AND SEVERALLY, FOR ANY OBLIGATIONS AND RESPONSIBILITIES OF THE FULLY-DILUTED STOCKHOLDERS SET FORTH IN THIS AGREEMENT OR THE RELATED AGREEMENTS.

Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations and WarrantiesIf the Closing occurs, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one the Purchaser Indemnified Parties ($1.00), Purchaser as hereinafter defined) shall not be entitled to indemnification pursuant to Section 10.2 with respect to recover any breach or misrepresentation of any representation or warranty until such time Losses (as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000hereinafter defined) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of claritythe Company contained herein (i) unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $245,000, Excluded Liabilities and breaches at which time the Purchaser Indemnified Parties shall be entitled to recover Losses for all claims, including the first $245,000, or (ii) for an aggregate amount in excess of covenants$2,450,000; provided, agreements and obligations and that claims for breach of any of the representations and warranties in Section 3.6(a) and Section 3.21, are Fundamental Representations shall not be subject to the foregoing limits and shall not be included in the determination of whether the limit in clause (ii) of this Section 9.2(a) has been reached; provided, further, that claims for breach of any limitationsof the Fundamental Representations (other than the Specified Representations) shall not exceed $2,450,000. (b) If the Closing occurs, the Purchaser will Indemnified Parties shall not be entitled to indemnification pursuant to recover any Losses for breach of the Fundamental Representations or for post-Closing covenants and agreements for an aggregate amount in excess of the Merger Consideration. For purposes of this Article X with respect to any claim or liability Section 9.2(b), (i) relating to a breach by Seller in determining the value of a representation or warranty before Merger Consideration consisting of Closing Stock Consideration, the Closing Date if Seller supplemented Share Determination Price shall be the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and deemed value of the Closing hereunder occurs; Stock Consideration, (ii) relating to any Hired Employee in determining the value of Merger Consideration consisting of Deferred Stock Consideration, the applicable Deferred Share Determination Price shall be the deemed value of such Deferred Stock Consideration, and (aiii) as in determining the result value of Merger Consideration consisting of Additional Initial Stock Consideration, the Registration Statement Date Price or Trading Window Date Price applicable to such Additional Initial Stock Consideration shall be the deemed value of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing DateAdditional Initial Stock Consideration. (c) From and after For all purposes of this Section 9.2 other than Section 9.2(b), in determining the Closingvalue of any Purchaser Common Stock used to satisfy an indemnification obligation pursuant to this Section 9.2, such Purchaser and Seller Common Stock shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect valued at the VWAP as of the Business and the Purchased Assets while owned and operated by payment date of any such party in accordance with general practices and industry standardsindemnification obligation pursuant to this Section 9.2. (d) Any amounts payable under Section 10.2 For all purposes of this Article 9 only, once it has been established that there has been any breach of any representation or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting fromwarranty, or as a consequence ofany breach of any covenant or agreement, when calculating the damageamount of Losses resulting from such breach of any representation, losswarranty, liability covenant or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e)agreement, the taking of a Tax deduction any Material Adverse Effect or other materiality qualifier contained in connection with any such damage, loss, liability representation or expense that is subject to a claim for indemnification shall warranty will be at the discretion of the Indemniteedisregarded. (e) Purchaser Payments by the Equityholders pursuant to this Article 9 in respect of any Losses shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, be limited to mitigate the amount of any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to liability or damage that remains after deducting therefrom (i) collect any proceeds pursuant insurance proceeds, net of any premium increases, and any indemnity, contribution or other similar payment actually received by the Purchaser Indemnified Parties in respect of any such claim, provided, however, that no Purchaser Indemnified Party shall have any obligation to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity pursue recovery under any insurance policies or indemnity, contribution or other similar contracts, and (ii) obtain the amount of any actual reduction of Taxes payable by the Purchaser as a result of such Loss in the taxable year of such Loss and in the following year, assuming for purposes of such calculation that any deduction, loss or other Tax Advantage attribute generated by such Loss is the last such deduction, loss or other Tax attribute on any Tax return. If such insurance proceeds are received by the Purchaser Indemnified Parties after the date on which the Equityholders pay such indemnification claim to the Indemnitee resulting from Purchaser Indemnified Parties, the Loss that is Purchaser Indemnified Parties shall, no later than five business days after receipt of such insurance proceeds, with respect to the subject amount so received to a maximum of the indemnity. If amount previously paid to the Purchaser Indemnified Parties in respect of such Loss (i) if the payment with respect to such indemnification claim was paid out of the Indemnity Escrow and the Escrow Agreement remains in effect, replenish the Indemnity Escrow with the amount received, subject to the foregoing limit and net of any costs and expenses incurred by the Purchaser Indemnified Parties related thereto, or (ii) if otherwise, remit such proceeds, benefits or recoveries are received by Purchaser with respect subject to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect foregoing limit and net of any Losses, Seller willcosts and expenses incurred by the Purchaser Indemnified Parties related thereto, to the extent Equityholder Representative for distribution to the Equityholders in accordance with this Agreement. (f) In no event shall any Equityholder be liable to any Purchaser Indemnified Party for any punitive or exemplary damages relating to the breach or alleged breach of this Agreement, unless such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or damages are suffered by a third party be subrogated to all rights and form part of Purchaser pursuant to Alternative Arrangements or against any a claim by such third party in respect made against a Purchaser Indemnified Party. (g) Notwithstanding anything herein to the contrary, any liability for indemnification under this Agreement will be determined without duplication for recovery because of the state of facts giving rise to the Losses to which constitutes a breach of more than one representation, warranty, covenant or agreement hereunder. (h) Notwithstanding the limitations on indemnification set forth in Section 9.1 and this Section 9.2, such payment relates. Purchaser limitations shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect not apply to any indemnifiable Lossesclaim for fraud or willful misrepresentation.

Indemnification Limits. (a) Except for claims arising out of a breach of Sections 3.1, 3.2, 4.2 or Losses 8.9 of this Agreement, no claim for breaches for Special Representations and Warrantiesindemnification under this Agreement may be made after the first anniversary of the Effective Time, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled provided that the right to indemnification pursuant to Section 10.2 shall extend beyond such period with respect to any claim for which notice was given on or prior to the first anniversary of the Effective Time. (b) Except for a claim under Sections 12.2(d), 12.2(e) or 12.2(a) solely to the extent it relates to a breach of, or misrepresentation inaccuracy in, Section 5.33 hereof, any claim for indemnification by the Parent Indemnified Parties may be made only after the aggregate of any representation all claims arising under Section 12.2 (whether or warranty until not such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand claims are recovered from the Escrow Account) have exceeded Five Million Dollars ($100,0005,000,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will then only be liable for Losses amounts in excess of such amount). Except . (c) As to any claim for claims or Losses indemnification under Section 12.2, each Stockholder's liability for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement such claim shall not exceed Four such Stockholder's Stockholder Ownership Percentage multiplied by the amount of the claim. Aggregate claims for indemnification under Sections 12.2(a) and (b) as to any Stockholder shall not exceed such Stockholder's Stockholder Ownership Percentage multiplied by Five Million Dollars ($5,000,000) minus such Stockholder's Stockholder Ownership Percentage of indemnification claims under Section 12.2(d) actually paid in excess of Five Million Dollars ($5,000,000). Aggregate claims for indemnification under Section 12.2(d) as to any Stockholder shall not exceed such Stockholder's Stockholder Ownership Percentage multiplied by Twelve Million Five Hundred Thousand Dollars ($4,500,00012,500,000) minus such Stockholder's Stockholder Ownership Percentage of indemnification claims under Sections 12.2(a) and 12.2(b) actually paid after application of Section 12.5(b). The aggregate of all claims for indemnification under Section 12.1 and 12.2 as to any Stockholder shall not exceed the aggregate consideration that such Stockholder received in the aggregate, which amount shall be Merger. Attached hereto as Exhibit 12.5(c) are examples illustrating the limit application of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties limitations set forth in this Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards12.5(c). (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall Claims for indemnification may, but are not required to be treated by Purchaser and Seller as an adjustment recovered from the Escrow Account. Subject to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) limitations set forth in this Section 10.7(d)12.5, collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim claims for indemnification shall may be at made directly against the discretion of the IndemniteeOwners. (e) Purchaser shall utilize its commercially reasonable effortsExcept for claims arising out of a breach of Sections 3.1, consistent with normal practices and policies and good commercial practice3.2, to mitigate any amounts payable 4.2 or 8.9 of this Agreement by Parent, the aggregate of all claims for indemnification under Section 10.2, including pursuing any and all other rights and remedies to 12.3 shall not exceed Ten Million Dollars (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses$10,000,000).

Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which No Indemnified Party shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant to Section 10.2 with respect to recover any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunderof any party contained herein, unless, and only to the extent that, such Indemnified Party's cumulative aggregate claims therefor exceed three hundred seventy thousand dollars ($370,000) (i.e., the Indemnifier shall not be required to provide indemnity for the first three hundred seventy thousand dollars ($370,000) of Losses, even if total Losses exceed such amount, (the "Basket")). Further, in no event shall the cumulative aggregate liability of the Selling Shareholders collectively, on the one hand, and Parent, on the other hand, under this Agreement and the Transactions exceed twenty percent (20%) of the Closing Merger Consideration (the "Cap"); provided that claims for breach of any of the Specified Representations or actions for fraud or willful misconduct shall not be subject to the Basket or Cap and shall not be included in the determination of whether the Basket or Cap have been reached. For all purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a 10, when determining Losses resulting from breach by Seller of a representation or warranty before of any party, any Company Material Adverse Effect or other materiality qualifier contained in any such representation or warranty will be disregarded. In calculating the Closing Date if Seller supplemented Losses of any Indemnified Party hereunder, it is the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and intent of the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working parties that no recovery shall be made twice for the Purchaser, (c) as a result same Loss by virtue of the employment with Purchaser operation of any person on and after the Closing Date or (d) any action by Purchaser subsequent adjustment to the Closing Date. (c) From Merger Consideration pursuant to Section 1.8 and after this Article 10. For the Closingavoidance of doubt, Purchaser and Seller shall both maintain if, for example, there is any difference between the amounts or cause to be maintained customary occurrence based product liability, insurance in respect of information set forth on the Business Estimated Closing Merger Consideration Certificate and the Purchased Assets while owned amounts or information set forth on the Closing Merger Consideration Certificate, and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment is made with respect thereto pursuant to Section 1.8, any Losses incurred by the Parent with respect to the Purchase Pricespecific facts giving rise to such adjustment shall not be recovered twice by operation of Section 1.8 and this Article 10. Parent Indemnified Parties shall first seek indemnification from the Escrow Fund (as defined in the Escrow Agreement), and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an not seek indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that Selling Stockholders until the Escrow Fund is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Lossesexhausted.

Indemnification Limits. (a) Except Anything herein to the contrary notwithstanding, claims by AOL or any AOL Entity for claims indemnification of Damages under this Article IX shall be made exclusively out of the Contingent Purchase Payments and without recourse to any other assets of Mirabilis or Losses for breaches for Special Representations and Warrantiesthe Principal Stockholders, or covenantsnone of whom shall have any personal liability therefor, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant to Section 10.2 except with respect to any breach claims relating to or misrepresentation arising out of any representation Excluded Liability or warranty until the Non-Competition Agreement, Non-Disclosure Agreement or Employment Agreements for which no such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that limitations shall apply, and except in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess case of such amount). Except for claims or Losses for breaches fraudulent misrepresentations relating to any part of the representations and warranties in Section 3.6(a) and Section 3.21business or financial condition of Mirabilis, which are not limited, Seller’s obligation to indemnify Purchaser for breaches 80% of the representations liability for which is joint and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in several among the aggregate, which amount Principal Stockholders. A misrepresentation shall be deemed "fraudulent" if it is a serious, knowing and willfully misleading misrepresentation by Mirabilis which was a material inducement to AOL, AAC or AAL to execute and deliver this Agreement. If AOL or any AOL Entity maintains by notice to the limit Principal Stockholders that indemnification is required hereunder and if such claim within ten days is disputed by any one or more of the recourse of Purchaser Principal Stockholders, then AOL on account of the Payment Date for a Contingent Purchase Payment shall pay any such breach undisputed portion of the representations Contingent Purchase Payment to Mirabilis and warranties hereunder. For purposes shall place the disputed portion of claritythe Contingent Purchase Payment into an interest-bearing account at a New York City bank reasonably acceptable to the parties, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject such funds to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability released only upon (i) relating written instructions to a breach the bank, signed by Seller of a representation the parties hereto, or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) final resolution or adjudication by a court relating to the applicable claim or claims for Damages made by AOL or any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing DateAOL Entity hereunder. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations and WarrantiesIf the Closing occurs, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2 with respect to recover any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunderof Seller contained herein or any claims for indemnification made pursuant to Section 7.3(c) unless and until the Buyer Indemnified Parties’ aggregate claims therefor exceed $50,000 (the “Basket”), at which time the Buyer Indemnified Parties shall be entitled to recover Losses for all claims including the first $50,000; provided, that the Basket shall not apply to claims for breach of any Fundamental Representation or claims for indemnification made pursuant to Section 7.3(e), Section 7.3(g) or Section 7.3(h). For purposes In no event shall the Buyer Indemnified Parties be entitled to recover Losses (i) for claims for breach of claritythe Fundamental Representations in excess of $13,050,000, Excluded Liabilities and breaches (ii) for claims for breach or violation of covenants, agreements and obligations and the representations and warranties covenants set forth in Section 3.6(a6.7, Section 6.9 and Section 6.11 in excess of $9,787,500 in the aggregate for all such claims, or (iii) for claims made pursuant to Section 7.3(g) and Section 3.217.3(h) in excess of $2,000,000 in the aggregate for all such claims. For the avoidance of doubt, are the Parties acknowledge and agree that there is no limitation on the dollar amount of Losses that may be recovered with respect to claims for indemnification made pursuant to Section 7.3(e). Notwithstanding the limitations on indemnification set forth in Section 7.1 and this Section 7.2, such limitations shall not subject apply to any limitationsclaim for fraud. For all purposes of this Article 7, when determining the amount of the Losses (but not when determining whether a representation or warranty of Seller has been breached or is inaccurate), any Material Adverse Effect or other materiality qualifier contained in any such representation or warranty will be disregarded. (b) Purchaser will The Buyer Indemnified Parties’ sole source of recovery from Seller for Losses arising from or relating to claims for indemnification under this Article 7 (other than Losses arising from or relating to (i) breaches of the Fundamental Representations, (ii) claims for breach or violation of the covenants set forth in Section 6.7, Section 6.9 or Section 6.11, or (iii) claims for indemnification made pursuant to Section 7.3(e), Section 7.3(g) or Section 7.3(h)) shall be the funds remaining in the Escrow Account. (c) Any and all claims by a Buyer Indemnified Party for Losses arising from or relating to (i) a breach of a Fundamental Representation, (ii) a breach or violation of the covenants set forth in Section 6.7, Section 6.9 or Section 6.11, or (iii) claims for indemnification made pursuant to Section 7.3(e), Section 7.3(g) or Section 7.3(h) shall be satisfied by cash payment by Seller (or Vision pursuant to Section 7.13) to the Buyer Indemnified Party. (d) Seller shall not be liable under this Article 7: (i) for any punitive Losses, except to the extent awarded and paid to a third party, (ii) for any duplication of amounts taken into account in the determination of the Estimated Cash Purchase Price or the Final Cash Purchase Price, each in accordance with Section 2.4 or (iii) consequential damages related to any customer business interruption or loss of data. (e) The amount of Losses that any Buyer Indemnified Party shall be entitled to indemnification pursuant recover shall be calculated net of any Tax Benefits actually realized by the Buyer Indemnified Party on account of such Losses in (i) the taxable year such Losses were incurred and (ii) during any taxable period beginning on or prior to the second anniversary of the first day of the taxable period during which such Losses were incurred. For this Article X purpose, a Buyer Indemnified Party shall be deemed to recognize a “Tax Benefit” with respect to a Loss in a taxable year if, and only to the extent that, the Buyer Indemnified Party’s liability for Taxes for such taxable year, calculated by excluding any Tax items attributable to the Loss, exceeds the Buyer Indemnified Party’s actual liability for Taxes for the year, calculated by taking into account any Tax items attributable to the Loss (to the extent permitted by relevant Law). In the event that any Tax Benefit is actually realized by any Buyer Indemnified Party with respect to any claim Loss after such Buyer Indemnified Party has been indemnified for such Loss hereunder, the applicable Buyer Indemnified Party shall promptly pay to Seller the amount of such Tax Benefit at such time or liability times as (iand to the extent that) relating such Tax Benefit is actually realized by such Buyer Indemnified Party. If and to a breach by Seller the extent that (x) the amount of a representation Tax Benefit has been taken into account in computing the amount of any Loss under this Section 7.2(e) or warranty before paid to the Closing Date if Seller supplemented under the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee immediately preceding sentence, and (ay) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser in a subsequent audit or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) other proceeding a Buyer Indemnified Party is required to pay additional Taxes as a result of the employment with Purchaser disallowance of any person on and after the Closing Date or (d) any action by Purchaser subsequent such Tax Benefit, Seller shall promptly pay to the Closing Dateapplicable Buyer Indemnified Party the amount of the additional Taxes resulting from the disallowance of such Tax Benefit. (cf) From The amount of Losses that any Buyer Indemnified Party shall be entitled to recover shall be calculated net of any insurance proceeds (including, for the avoidance of doubt, any proceeds under the R&W Insurance Policy) or any indemnity, contribution or other similar payment actually recovered by the Buyer Indemnified Party from any third party with respect to such Losses. The Buyer Indemnified Parties shall use reasonable best efforts to seek full recovery under all insurance policies (including the R&W Insurance Policy) and after Contracts covering any Loss to the Closing, Purchaser and Seller same extent as they would if such Loss was not subject to indemnification hereunder. The Buyer Indemnified Parties shall both maintain or cause not be entitled to be maintained customary occurrence based product liability, insurance pursue a claim in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and any Losses against Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to hereunder other than (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject with respect to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity Fundamental Representations and (ii) obtain submitting a claim notice in accordance with Section 7.5 or Section 7.6 until the Tax Advantage Buyer Indemnified Parties have used their reasonable best efforts to seek such full recovery under all insurance policies; provided, however, that notwithstanding anything to the Indemnitee resulting from contrary set forth in this Section 7.2, the Loss Buyer Indemnified Parties shall be entitled to pursue claims for Losses hereunder first and directly against Seller if the applicable retention under the R&W Insurance Policy has not been reduced to zero; provided, further, that the Buyer Indemnified Parties shall submit a notice to the insurer under the R&W Insurance Policy concurrently with, or as promptly as reasonably practicable after, pursuing a claim in respect of any Losses hereunder against Seller. In the event that any insurance or other recovery is the subject of the indemnity. If made by any such proceeds, benefits or recoveries are received by Purchaser Buyer Indemnified Party with respect to any Losses after Purchaser Loss for which such Buyer Indemnified Party has received any indemnification payments from Sellerbeen indemnified hereunder, Purchaser then a refund equal to the aggregate amount of the insurance or other recovery shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of be made promptly by such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries Buyer Indemnified Party to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. (a) Except for claims or Losses for breaches for Special Representations Other than in the case of any claim arising under Section 6.5 and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.009.3(ii), Purchaser a Seller Indemnifying Party shall not be entitled required to indemnification pursuant to Section 10.2 indemnify any Buyer Indemnified Party with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable claim for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X IX unless and until the aggregate amount of Damages suffered by the Buyer Indemnified Parties under this Agreement or by the Buyer Indemnified Parties (as defined therein) under the Partnerships Asset Purchase Agreement exceeds in aggregate One Million Two Hundred And Fifty Thousand Dollars ($1,250,000.00) (the "Threshold"), at which point the Seller Indemnifying Parties shall indemnify the full amount of the Damages, subject to any applicable limitations in this Article IX on the Seller Indemnifying Party's indemnification obligations. Buyer shall notify PLM as promptly as reasonably practicable of all claims that count towards the Threshold. In addition, to the extent the Threshold is applicable, the aggregation of claims must only reach the Threshold once, and after such point the Buyer Indemnified Parties may seek indemnification for all claims that may arise under this Article IX. Other than in the case of any claim arising under Section 6.5 and 9.3(ii), the indemnification obligations of the Seller Indemnifying Parties under this Article IX shall not exceed in the aggregate an amount equal to the Premium under this Agreement and the Premium (as defined therein) under the Partnerships Asset Purchase Agreement in aggregate; provided that, in the case of any claim relating to any liability or obligation attributable to any period prior to Closing arising under any Environmental, Health and Safety Laws, the indemnification obligations of the Seller Indemnifying Parties under this Article IX shall not exceed in aggregate the amount of the deductible of the coverage obtained pursuant to Section 8.6, except above the amount of such deductible, if applicable, to the extent of any exclusion or limitation in such coverage or lack of coverage in which case the indemnification obligations of the Seller Indemnifying Parties under this Article IX shall not exceed the excess of the per occurrence limit of $5,000,000.00 and the aggregate maximum limit of $15,000,000.00 that would otherwise have been applicable under such coverage had it been available, as the case may be, over the sum of (x) any proceeds actually received by, or actually paid by the insurer for the benefit of, Buyer in accordance with the policy of insurance referred to in Section 8.6 and (y) such deductible, if applicable, to the extent paid by Sellers hereunder. Other than in the case of any claim arising under Section 6.5 and 9.3(ii), with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. hereunder made after Closing (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser but not with respect to any Losses after Purchaser assessing the extent of Damages suffered by Buyer with respect to Sections 8.1 and 10.1) if and to the extent that an Indemnified Party has received any indemnification payments actually recovered from Seller, Purchaser shall promptly, but a third party (including without limitation an insurer) on an absolute basis that is not contingent in any event no later than ten (10) Business Days after way the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect amount of any Lossesliability recoverable hereunder, Seller will, then to the extent of such payment, as applicable actual recovery and provided Purchaser has not earlier only when actually received payments from such Alternative Arrangements or third by the recovering party be subrogated to all rights the amount thereof shall accordingly reduce the extent of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rightsclaim that would otherwise have arisen hereunder. Each party hereby waives agrees to use its reasonable efforts to pursue any subrogation rights that its insurer it may have with respect against any such third party, but unless and until there is any such actual receipt by the recovering party from such third party no liability shall be reduced hereunder to any indemnifiable LossesIndemnified Party.

Indemnification Limits. (a) Except for claims or Other than pursuant to Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations arising out of Seller or Real Estate Seller which shall start at dollar one ($1.00Section 9.3(a)(iii)-(viii), which Losses shall not be subject to the Deductible Amount (defined hereinafter) and shall not be included in the calculation of determining whether the Deductible Amount has been reached as it applies to Losses arising out of Section 9.3(a)(i)–(ii), the Purchaser Indemnified Parties (as hereinafter defined) shall not be entitled to recover any Losses (as hereinafter defined) unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $100,000 (the “Deductible Amount”), at which time the Purchaser Indemnified Parties may only seek indemnification pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until for such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in Losses exceeding the event such threshold is reached and exceededDeductible Amount. In addition, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement Indemnified Parties shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to recover any claim or liability Losses for an aggregate amount in excess of the sum of (i) relating the Final Closing Working Capital Paid Subsequent to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; plus (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and Deferred Merger Consideration plus (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence ofextent earned, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller willEarnout Payments, to the extent such amounts have not yet been deposited with the Exchange Agent. Claims for breach of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements any of the Specified Representations or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements Section 9.3(a)(iii)-(viii) shall not be subject to the limits contained in the immediately preceding sentence in this Section 9.2; provided, that the Purchaser Indemnified Parties shall first recover Losses arising out of a breach of any of the Specified Representations or pursuant to Section 9.3(a)(iii)-(viii) by setting off such Losses against future payments of Merger Consideration hereunder pursuant to Section 9.7 and only if such Losses are reasonably anticipated at such time to exceed the amount of future payments due hereunder (the “Excess Losses”) may the Purchaser Indemnified Parties seek indemnification from the Stockholders apart from the Escrow Amount and the set-off contemplated by Section 9.7 hereof, and in such case, the Purchaser Indemnified Parties may seek indemnification for such Excess Losses (it being acknowledged that Purchaser shall first offset future amounts due hereunder with respect to amounts that do not constitute Excess Losses), from each Stockholder on a pro rata basis based on the amount of Merger Consideration such Stockholder actually received hereunder up to an aggregate maximum amount equal to the portion of Merger Consideration such Stockholder actually received net of any third party in respect taxes such Stockholder has paid or that is payable by such Stockholder. For all purposes of this Article 9, when determining the amount of the Losses to which resulting from the breach of any representation, warranty or covenant, any material adverse effect or other materiality qualifier contained in any such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence representation or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losseswarranty will be disregarded.

Indemnification Limits. (a) Except with respect to (i) claims for fraud or intention to deceive, (ii) claims for breach or Losses default by the Company, the Representative or any Indemnifying Party of any covenant, or agreement (other than the representations and warranties set forth in ARTICLE III or ARTICLE IV) applicable to such party under this Agreement or any other Transaction Document, (iii) claims for breaches for Special Representations of any representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one warranties contained in Sections 3.2 ($1.00Capital Structure), Purchaser 3.8 (Tax Matters), 3.10 (Intellectual Property and Related Matters), and 4.3 (Rights to Intellectual Property), (iv) Indemnified Dissenting Shares Losses, (v) claims asserted by any Securityholder or Securityholders against the Company, its Board of Directors or any of the Indemnified Parties in connection with this Agreement, the Merger and the other transactions contemplated hereby, and (vi) Indemnified Tax Losses, (A) the Escrow Account is the sole source of recovery available to satisfy any indemnification claim for Indemnified Losses pursuant to this ARTICLE XIII and (B) the Indemnified Parties shall not be entitled to indemnification pursuant be indemnified for any Indemnified Losses unless and until the aggregate amount of all Indemnified Losses exceeds $200,000 (the “Minimum Loss Amount”) subject to Section 10.2 with respect 13.6(b); provided, after the Minimum Loss Amount is exceeded, the Indemnified Parties shall be entitled to any breach or misrepresentation be paid the amount of any representation or warranty until such time as its respective aggregate right Indemnified Losses including the Minimum Loss Amount, subject to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that the other limitations contained in the event such threshold is reached this ARTICLE XIII and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations15.1. (b) Purchaser will With respect to claims for breaches of any representations and warranties contained in Section 3.10 (Intellectual Property and Related Matters) (excluding infringement-related claims), the Indemnified Parties shall not be entitled to indemnification be indemnified for any such Indemnified Losses unless and until the aggregate amount of all such Indemnified Losses exceeds $20,000 (the “IP Basket Minimum Loss Amount”); provided, after the IP Basket Minimum Loss Amount is exceeded, the Indemnified Parties shall be entitled to be paid the amount of any Indemnified Losses including the IP Basket Minimum Loss Amount, subject to the other limitations contained in this ARTICLE XIII and in Section 15.1, and provided further; that any amounts paid pursuant to this Article X with respect to any claim or liability (iSection 13.6(b) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to counted towards the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim Minimum Loss Amount for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter purposes of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d13.6(a), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. Notwithstanding anything contained herein to the contrary: (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or In no event shall the aggregate indemnification obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification Sellers pursuant to Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One 6.2(a) exceed Five Million Eight Hundred Thousand Dollars ($100,0005,800,000.00) (it being agreed the “Cap”); except that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess indemnification obligations of such amount). Except Sellers for claims based on fraud, intentional misrepresentation or Losses for breaches the breach of any Fundamental Representation shall not be subject to the representations and warranties in Cap. In no event shall the aggregate indemnification obligations of Purchaser pursuant to Section 3.6(a6.3(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify exceed the Cap; except that the indemnification obligations of Purchaser for breaches claims based on fraud, intentional misrepresentation or for the breach of the representations and warranties under this Agreement any Fundamental Representation shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitationsthe Cap. (b) No amount of indemnity shall be payable by Sellers in the case of claims by any Purchaser will not Indemnified Party under Section 6.2(a) unless the Purchaser Indemnified Parties have suffered or incurred Losses, on a cumulative basis, in excess of Thirty Thousand Dollars ($30,000.00) (the “Indemnification Deductible”), whereupon the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Article X with respect to any claim for all such Losses, including the Indemnification Deductible; provided that the indemnification obligations of Sellers for claims based on fraud, intentional misrepresentation or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaserbreach of any Fundamental Representation shall not be subject to the Indemnification Deductible. No amount of indemnity shall be payable by Purchaser in the case of claims by any Seller Indemnified Party under Section 6.3(a) unless the Seller Indemnified Parties have suffered or incurred Losses, (c) as on a result cumulative basis, in excess of the employment with Indemnification Deductible, whereupon the Seller Indemnified Parties shall be entitled to indemnification for all such Losses, including the Indemnification Deductible; provided that the indemnification obligations of Purchaser for claims based on fraud, intentional misrepresentation or for the breach of any person on and after the Closing Date or (d) any action by Purchaser subsequent Fundamental Representation shall not be subject to the Closing DateIndemnification Deductible. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect The amount of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable any Loss for which indemnification is provided under Section 10.2 or Section 10.3 or Section 10.5 this Article VI shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to net of (i) any proceeds received amounts actually recovered by the Indemnified Party pursuant to any indemnification by or receivable from insurance policies covering the damage, loss, liability or expense that is the subject indemnification agreement with any third party (less any costs incurred to the claim for indemnity, obtain such recovered amounts) and (ii) any insurance proceeds or other sources of reimbursement actually received from third parties, through indemnification, counterclaim, by the Indemnified Party as an offset against such Losses (less any costs incurred to obtain such proceeds or reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemnitee. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights deductions and remedies adjustments to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Lossespremiums).

Indemnification Limits. (ai) Except Other than (A) Losses arising out of or resulting from the breach or inaccuracy of the representations or warranties contained in Section 4.11 (Intellectual Property) or Section 4.12 (Compliance with Laws) (together, the “Designated Representations”) or of the Core Representations, and (B) claims for fraud, willful breach, or intentional misrepresentation, amounts payable to Parent Indemnified Persons as a result of any claim for indemnification under Section 10.1(a) shall not exceed $4,750,000 in the aggregate. (ii) Other than claims for fraud, willful breach, or intentional misrepresentation, amounts payable to Parent Indemnified Persons as a result of any claim for indemnification under Section 10.1(a) for Losses arising out of or resulting from the breach or inaccuracy of the Designated Representations (together with any Losses for breaches which the limitations in Section 10.3(b)(i) apply) shall not exceed $11,000,000 in the aggregate. (iii) Other than claims for Special Representations and Warrantiesfraud, willful breach, or covenantsintentional misrepresentation, agreements amounts payable to Parent Indemnified Persons as a result of any claim for indemnification under Section 10.1(a) for Losses arising out of or obligations resulting from the breach or inaccuracy of Seller or Real Estate Seller the Core Representations together with any Losses for which shall start at dollar one ($1.00), Purchaser shall not be entitled to the limitations in Section 10.3(b)(ii) apply and any claims for indemnification pursuant to clauses (b) through (e) and (g) through (h) of Section 10.2 with respect 10.1 shall not exceed in the aggregate the Merger Consideration. (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall any breach Shareholder or misrepresentation Shareholder Beneficiaries be liable to Parent Indemnifiable Persons, as a result of any representation or warranty until such time as its respective aggregate right to such claim for indemnification exceeds One Hundred Thousand Dollars ($100,000under Section 10.1(a) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess respect of such amount). Except for claims or Losses for breaches of the representations and warranties contained in Section 3.6(a) and Section 3.21Article 4A, which are not limited, Seller’s obligation to indemnify Purchaser for breaches in an amount in excess of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated Merger Consideration received by such party in accordance with general practices and industry standards. Shareholder or Shareholder Beneficiary (dindirectly through his related Shareholder) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter valuing shares of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be Parent Series E Preferred Stock at the discretion of the IndemniteeAgreed Stock Consideration Value). (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. If the Closing occurs, the Purchaser Indemnified Parties (aas hereinafter defined) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to indemnification pursuant recover any Losses (as hereinafter defined) for breaches of the representations and warranties of the Seller and/or the Company contained herein (a) unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $250,000, at which time the Purchaser Indemnified Parties shall be entitled to Section 10.2 with respect to any recover Losses for all claims in excess of such amount (except that claims for breach or misrepresentation of any representation or warranty until such time as its respective that is subject to Material Adverse Effect or other materiality qualifier shall not be subject to the terms of this clause (a) and, subject to all other applicable limitations in this Article 10, the Purchaser shall be allowed to recover for all Losses related thereto), or (b) absent fraud or willful misconduct, for an aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses amount in excess of $8,500,000; provided that claims for breach of any of the Specified Representations by the Seller or the Company shall not be subject to the foregoing limits (but shall instead be subject to and not exceed the total consideration paid to the Seller) and shall not be included in the determination of whether the limit in clause (b) has been reached. Notwithstanding the limitations on indemnification set forth in Section 10.1 and this Section 10.2, such amount)limitations shall not apply to any claim against the Seller for breach of any representation or warranty that to the knowledge of the Seller or the Company was inaccurate at Closing and which breach was not previously disclosed to the Purchaser in writing prior to the Closing. Except For all purposes of this Article 10, when determining the amount of the Losses, any Material Adverse Effect or other materiality qualifier in any such representation or warranty will be disregarded. No Indemnifier shall have any indemnification obligation for claims (x) punitive damages, except, in all cases, all such damages that are payable by the Purchaser or any of its Affiliates in connection with a third-party claim or (y) any indirect damages that are not reasonably foreseeable or (z) any damages resulting from positions taken by the Purchaser, the Company or any Subsidiary on any Tax Returns filed by them for any post-closing tax period, even if such positions are the same or similar to positions taken on Tax Returns filed by Seller, the Company or any Subsidiary for any Pre-Closing Taxable Period. Notwithstanding anything to the contrary herein, the Purchaser Indemnified Parties shall not be entitled to recover any Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations Seller and/or the Company to the extent based on facts and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) circumstances that constitute New Matters explicitly reflected in the aggregateUpdated Disclosure Schedules, if any, unless and until the Purchaser Indemnified Parties’ aggregate claims therefor exceed $250,000, at which amount time the Purchaser Indemnified Parties shall be the limit of the recourse of Purchaser on account of any such breach of the representations and warranties hereunder. For purposes of clarity, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in Section 3.6(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability (i) relating to a breach by Seller of a representation or warranty before the Closing Date if Seller supplemented the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule and the Closing hereunder occurs; (ii) relating to any Hired Employee and (a) as the result recover Losses for all claims in excess of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates after the Closing Date, or (b) any injuries to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the amount subject to the claim for indemnityother terms of this Article 10. For clarity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability or expense that is the subject delivery of the indemnity. Without limiting clause (iii) of Updated Disclosure Schedules shall have no effect other than as provided in the immediately preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in connection with any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the Indemniteesentence. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

Indemnification Limits. Notwithstanding anything to the contrary contained in this Agreement: (a) Except for claims or Losses for breaches for Special Representations and Warranties, or covenants, agreements or obligations of Seller or Real Estate Seller which shall start at dollar one ($1.00), Purchaser shall not be entitled to No indemnification pursuant to under Section 10.2 with respect to any breach or misrepresentation of any representation or warranty until such time as its respective aggregate right to such indemnification exceeds One Hundred Thousand Dollars ($100,0008.2(a) (it being agreed that in the event such threshold is reached and exceeded, Seller will only be liable for Losses in excess of such amount). Except for claims or Losses for breaches of the representations and warranties in Section 3.6(a) and Section 3.21, which are not limited, Seller’s obligation to indemnify Purchaser for breaches of the representations and warranties under this Agreement shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate, which amount shall be the limit of the recourse of Purchaser on account of made by any such breach of the representations and warranties hereunder. For purposes of claritySeller Indemnifying Party, Excluded Liabilities and breaches of covenants, agreements and obligations and the representations and warranties in nor shall any Seller Indemnifying Person have any liability under Section 3.6(a8.2(a) and Section 3.21, are not subject to any limitations. (b) Purchaser will not be entitled to indemnification pursuant to this Article X with respect to any claim or liability claims for indemnification made by Buyer Indemnified Parties, unless the aggregate amount of Losses subject to indemnification pursuant to Section 8.2(a) in respect of such claim or claims shall exceed $100,000 (i) relating to a breach the "SELLER INDEMNIFICATION THRESHOLD"), whereupon the full amount of such Losses in excess of the Seller Indemnification Threshold in respect of such claims shall be recoverable by Seller of a representation or warranty before the Closing Date if Seller supplemented Buyer Indemnified Parties in accordance with the Disclosure Schedule to provide new information or correct such misrepresentation and Purchaser accepted such supplemental Disclosure Schedule terms hereof; and the Closing hereunder occurs; aggregate amount required to be paid by all Seller Indemnifying Parties in respect of all claims for indemnification made by Buyer Indemnified Parties pursuant to Section 8.2(a) shall in no event exceed $12,500,000 (iithe "SELLER INDEMNIFICATION CAP") relating and none of the Seller Indemnifying Parties shall have any liability to any Hired Employee Buyer Indemnified Party for, and such Buyer Indemnified Parties shall have no right to recover from any Seller Indemnifying Party any amount of, Losses which exceed (a) as the result of such Hired Employee being hired by the Purchaser and thereafter the termination of such employee’s employment with the Purchaser or its Affiliates from and after the Closing Datetime such Losses exceed) the Seller Indemnification Cap; provided, or (bhowever, that no limitation pursuant to this Section 8.6(a) any injuries shall apply in respect of claims for indemnification made by Buyer Indemnified Persons pursuant to Section 8.2(a) for Losses arising out of, relating to, or deaths or illnesses of, such Hired Employees occurring after the Closing Date and while working for the Purchaser, (c) as a result of the employment with Purchaser of any person on and after the Closing Date or (d) any action by Purchaser subsequent to the Closing Date. (c) From and after the Closing, Purchaser and Seller shall both maintain or cause to be maintained customary occurrence based product liability, insurance in respect of the Business and the Purchased Assets while owned and operated by such party in accordance with general practices and industry standards. (d) Any amounts payable under Section 10.2 or Section 10.3 or Section 10.5 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received or receivable from insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity, (ii) any proceeds received from third parties, through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the subject matter of an indemnification claim by such Indemnitee (such arrangements referenced in clauses (i) through (ii) in this Section 10.7(d), collectively, “Alternative Arrangements”), and (iii) the Tax Advantage to the Indemnitee resulting from, or as a consequence of, the damage, loss, liability in whole or expense that is the subject of the indemnity. Without limiting clause (iii) of the preceding sentence and subject to Section 10.7(e), the taking of a Tax deduction in part sustained in connection with with, any such damage, loss, liability or expense that is subject to a claim for indemnification shall be at the discretion of the IndemniteeExcluded Claims. (e) Purchaser shall utilize its commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate any amounts payable under Section 10.2, including pursuing any and all other rights and remedies to (i) collect any proceeds pursuant to Alternative Arrangements covering the Loss that is the subject to the claim for indemnity and (ii) obtain the Tax Advantage to the Indemnitee resulting from the Loss that is the subject of the indemnity. If any such proceeds, benefits or recoveries are received by Purchaser with respect to any Losses after Purchaser has received any indemnification payments from Seller, Purchaser shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay such proceeds, benefits or recoveries to Seller. Upon making a payment to Purchaser in respect of any Losses, Seller will, to the extent of such payment, as applicable and provided Purchaser has not earlier received payments from such Alternative Arrangements or third party be subrogated to all rights of Purchaser pursuant to Alternative Arrangements or against any third party in respect of the Losses to which such payment relates. Purchaser shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. Each party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses.