Common use of Liability Limits Clause in Contracts

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything herein to the contrary set forth hereincontrary, no Purchaser any recovery by an Indemnified Party pursuant to this Article XI shall be indemnified by limited as follows: (a) Stagecoach I and Stagecoach Energy shall not be obligated to indemnify the Shareholder Purchaser Indemnitees for Losses arising under this Article X for any Purchaser Losses (iSections 11.2(a)(i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) or 11.2(a)(iv), unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of $2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchase Price (the “Deductible”), but Purchaser Indemnitees only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of such amount; provided, however, that the Deductible. (a) The total aggregate amount foregoing limitation shall not apply with respect to Losses that arise out of or relate to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”)representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Neither Stagecoach II shall not be obligated to indemnify the Single Claim Amount nor the Deductible shall apply to any Purchaser Indemnitees for Losses (iarising under Sections 11.2(b)(i) pursuant to Section 10.1(bor 11.2(b)(iv), Section 10.1(c)unless and until the aggregate amount of such Losses exceeds $10,000, Section 10.1(d)in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, Section 10.1(e) or Section 10.1(f)however, or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap that the foregoing limitation shall not apply with respect to any Purchaser Losses (i) pursuant that arise out of or relate to Section 10.1(b), Section 10.1(c), the representations or Section 10.1(d) warranties made in Sections 4.1 or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 10.1 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited relate to the amount of any liability representations or damage that remains after deducting therefrom any insurance proceeds and any indemnitywarranties in Sections 6.1, contribution 6.2 or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement6.5. (d) In no event The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall any Indemnifying Party be liable limited in the aggregate to any Indemnified Party for any punitive$25,500,000; provided, incidentalhowever, exemplary, consequential, special that the foregoing limitation shall not apply with respect to Losses that arise out of or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating relate to the breach representations or alleged breach warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of this AgreementStagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or diminution of value or any damages based on any type of multiple (except relate to the extent such types of damages constitute losses to a third party representations or warranties in Sections 4.1 or 4.2, which shall be limited as a result of any claimprovided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, the AT&T Parties and the AT&T Newcos, collectively, shall have no Purchaser obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses with respect to (i) with respect to any claim unless such claim involves Purchaser Losses in excess of single Claim less than $75,000 40,000 (the each, a “Single Claim AmountDe Minimis Claim”) and under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Purchaser Losses Claims (excluding amounts associated with De Minimis Claims) exceeds three-fourths of one percent (0.75%) of the Purchase Price an amount equal to $42,000,000 (the “Representations and Warranties Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder AT&T Parties and the AT&T Newcos, collectively, shall only be obligated required to indemnify the Acquiror Indemnified Parties for all such aggregate Purchaser Losses Claims (excluding amounts associated with De Minimis Claims) in excess of the Deductible. Representations and Warranties Deductible and (aiii) The total any Claims under Section 11.1(a)(v) unless and until the aggregate amount of such Claims exceeds an amount equal to $8,400,000 (the liability “Pre-Closing Claims Deductible”), after which the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Shareholder Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for Purchaser Losses shall be limited to ten percent (10%) of more than $242,500,000 in the Purchase Price aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Neither Notwithstanding anything to the Single Claim Amount nor contrary in this Agreement, Acquiror and the Deductible Tower Operator, collectively, shall apply have no obligation to indemnify (including any Purchaser Losses obligation to make any payments to) any AT&T Indemnified Party with respect to (i) pursuant to any De Minimis Claim under Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e11.2(a)(i) or Section 10.1(f), or 11.2(b)(i) and (ii) in respect of any fraud claim or any claim related to a breach of Claims under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 11.2(a)(i) or Section 4.2511.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the AT&T Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. The In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Purchaser Losses (i) pursuant Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to Section 10.1(b)fraud, Section 10.1(c), by or Section 10.1(d) or (ii) in respect on behalf of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Indemnifying Party. (c) Payments by Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any have liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveconsequential, special, incidental, exemplary, consequential, special indirect or indirect punitive damages, including loss of future revenue lost profits or incomesimilar items, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (in each case except to the extent such types of damages constitute losses as actually paid to a third party claimant in a Third Party Claim and provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of any claim)a breach.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim for indemnification under this Article X Section 10.1(a)(i) or Section 10.1(b)(i) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent Three Hundred Thousand Dollars (0.75%$300,000) of the Purchase Price (the “Deductible”), but only if such in which event the Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated Indemnified Parties may claim indemnification for such aggregate all Purchaser Losses in excess of the Deductible. , up to, but not to exceed a cap of Seven Million Five Hundred Thousand Dollars (a$7,500,000) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Standard Representations Cap”). (b) Neither . Notwithstanding the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses foregoing, (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap the Deductible shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), arising out of or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1the Extended Representations; (ii) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Fundamental Representations, Section 4.2and the Shareholders shall be liable for all Purchaser Losses with respect thereto, Section 4.3up to, Section 4.4but not to exceed a cap of Thirty Million Dollars ($30,000,000) (“the “Fundamental Representations Cap”), Section 4.14 and (iii) none of the Deductible, the Standard Representations Cap or Section 4.25the Fundamental Representations Cap shall apply to any Purchaser Losses arising out of or related to fraud or willful misconduct and the Shareholders shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained therein. (b) For purposes of this Article X, no Indemnified Party shall be entitled to recover punitive or exemplary damages; provided, that the foregoing shall not apply to Losses arising out of or related to fraud, willful misconduct or a Third-Party Claim, and the applicable Indemnifying Party shall be liable for all Losses with respect thereto. (c) Payments by an Indemnifying Subject to the liability limits set forth in this Agreement (including this Section 10.6), with respect to any Third-Party pursuant Claim relating to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss a Special Indemnity Matter for which the Shareholders are liable, the Shareholders shall be limited responsible for any and all such Losses arising under such Thirty Party Claim, which Losses may include consequential, indirect, special, or exemplary damages (including loss of profits or diminution in value); provided, however, that with respect to any Direct Claim relating to a Special Indemnity Matter for which the Shareholders are liable, the Shareholders shall only be responsible for direct damages to the Company and shall not be liable or responsible for any consequential, indirect, special, or exemplary damages (including loss of profits or diminution in value), nor shall “multiple of profits” or “multiple of cash flow” or a similar valuation methodology be used in calculating the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementPurchaser Losses. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (ia) Solely with respect to any claim unless such claim involves Purchaser Losses in excess a breach of $75,000 (the “Single Claim Amount”Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) and (iior Section 7.2(a) unless and until the aggregate amount Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectively, in excess of such Purchaser Losses exceeds three-fourths of one percent One Hundred Eighty Five Thousand Dollars (0.75%$185,000) of the Purchase Price (the “DeductibleThreshold Amount”), but only if such Purchaser Losses also meet ) in the requirements of clause (i) of this Section 10.5(a)aggregate, after which point the Shareholder Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only be obligated Buyer Losses or Seller Losses, respectively, with respect to claims for such aggregate Purchaser Losses indemnification pursuant to Section 7.1 or Section 7.2 in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”)Threshold Amount. (b) Neither Solely with respect to a breach of the Single Claim Amount nor Operational Representations, Sellers shall not be liable for any individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Deductible shall apply to any Purchaser Threshold Amount). (c) The aggregate amount of Buyer Losses that may be recovered (i) pursuant to against Sellers under Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e7.1(a) or Section 10.1(f)shall not exceed the aggregate amount of the Indemnification Escrow Amount, or (ii) in respect of any fraud claim or any claim related to a breach of against Sellers under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap 7.1(b) shall not apply to any Purchaser exceed, in the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of Buyer Losses (i) pursuant to that may be recovered against Sellers under Section 10.1(b7.1(c), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 10.1(c)7.2, or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall not be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementamount. (d) In no event any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Indemnifying Party be liable to any Indemnified Party Person for any punitive, incidental, exemplary, consequential, special consequential or indirect damagesexemplary damages or Losses, including loss of future revenue or incomeprofits, loss of business reputation revenues, loss of any multiple of reduced cash flow or opportunity relating to earnings or similar measures of the breach or alleged breach Company, diminution in value, loss of this Agreementanticipated profits, interference with Company operations, or diminution loss of value lenders, investors or any damages based on any type of multiple (except buyers; provided, however, that this limitation shall not apply if, and solely to the extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement of Losses resulting from an award in a Third Party Claim against such types Indemnified Party of damages constitute losses consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to a third party as a result the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, the Verizon Parties and the Verizon Lessors, collectively, shall have no Purchaser obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses with respect to (i) with respect to any claim unless such claim involves Purchaser Losses in excess of single Claim less than $75,000 50,560.00 (the each, a “Single Claim AmountDe Minimis Claim”) and under Section 11.1(a)(i) or Section 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Purchaser Losses Claims (excluding amounts associated with De Minimis Claims) exceeds three-fourths of one percent (0.75%) of the Purchase Price an amount equal to $50,560,000.00 (the “Representations and Warranties Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Verizon Parties and the Verizon Lessors, collectively, shall only be obligated required to indemnify the Acquiror Indemnified Parties for all such aggregate Purchaser Losses Claims (excluding amounts associated with De Minimis Claims) in excess of the Deductible. Representations and Warranties Deductible and (aiii) The total any Claims under Section 11.1(a)(iii) unless and until the aggregate amount of such Claims exceeds an amount equal to $10,112,000.00 (the liability “Pre-Closing Claims Deductible”), after which the Verizon Parties and the Verizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Shareholder Pre-Closing Claims Deductible. In no event shall the Verizon Parties or the Verizon Lessors be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for Purchaser Losses shall be limited to ten percent (10%) of more than $252,800,000.00 in the Purchase Price aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Neither Notwithstanding anything to the Single Claim Amount nor contrary in this Agreement, Acquiror and the Deductible Tower Operator, collectively, shall apply have no obligation to indemnify (including any Purchaser Losses obligation to make any payments to) any Verizon Indemnified Party with respect to (i) pursuant to any De Minimis Claim under Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e11.2(a)(i) or Section 10.1(f), or 11.2(b)(i) and (ii) in respect of any fraud claim or any claim related to a breach of Claims under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 11.2(a)(i) or Section 4.2511.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the Verizon Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Representations and Warranties Deductible. The In no event shall Acquiror or the Tower Operator be required to indemnify the Verizon Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Purchaser Losses (i) pursuant Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to Section 10.1(b)fraud, Section 10.1(c), by or Section 10.1(d) or (ii) in respect on behalf of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Indemnifying Party. (c) Payments by Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any have liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveconsequential, special, incidental, exemplary, consequential, special indirect or indirect punitive damages, including loss of future revenue lost profits or incomesimilar items, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (in each case except to the extent such types of damages constitute losses as actually paid to a third party claimant in a Third Party Claim, provided that the foregoing shall not limit recovery for diminution in value of an asset as a result of any claim)a breach.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser except in the case of a claim for Fraud, the Equity Holders’ obligation to indemnify, defend and hold Buyer Indemnified Party Parties harmless, and Buyer’s obligation to indemnify, defend and hold the Equity Holders Indemnified Parties harmless, shall be indemnified by the Shareholder under this Article X for any Purchaser Losses limited as follows: (a) No amounts of indemnity shall be payable pursuant to ‎Section 9.1(a) or ‎Section 9.2(a) unless and until (i) with respect to any each claim unless such claim involves Purchaser Losses in excess or series of claims arising from the same or substantially similar facts or circumstances exceeds $75,000 50,000 (the “Single Claim AmountDe Minimis Threshold”) and (ii) unless and until the aggregate amount applicable Indemnified Parties shall have suffered Losses in excess of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $4,000,000 (the “DeductibleDeductible Amount”)) in the aggregate, but in which case such Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (aDeductible Amount; provided that amounts of indemnity for Losses pursuant to ‎Section 9.1(a) The total aggregate amount or ‎Section 9.2(a), as applicable, with respect to any breach of any Company Fundamental Representation or any Buyer Fundamental Representation, as applicable, shall not be subject to the liability of De Minimis Threshold or the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).Deductible Amount; (b) Neither In no event shall the Single Claim Amount nor aggregate amount of indemnity required to be paid by the Deductible shall apply to Equity Holders hereunder or under any Purchaser Losses Support Agreement or Option Holder Acknowledgment (i) pursuant to Section 10.1(bSections ‎9.1(a) (other than pursuant to ‎Section 9.1(a) for breach of a Company Fundamental Representation), Section 10.1(c)‎9.1(b) and, for the avoidance of doubt, Section 10.1(d)5.4 exceed the Indemnity Escrow Amount in the Indemnity Escrow Fund in the aggregate, Section 10.1(e) or Section 10.1(f), or and (ii) pursuant to Sections ‎9.1(a) (with respect to a claim for breach of a Company Fundamental Representation), ‎9.1(c), and ‎9.1(d) exceed $320,000,000 in respect the aggregate (clauses ‎(i) and ‎(ii), as applicable, the “Indemnification Cap”). If the amount of any fraud claim or Buyer Loss exceeds the applicable Indemnification Cap, no Buyer Indemnified Party shall be entitled to recover any claim related such shortfall from any Equity Holder (it being understood that nothing in this ‎Section 9.5(b) shall limit Buyer’s ability to a breach recover Buyer Losses under the Buyer Rep and Warranty Policy). Without limiting the foregoing, except in the case of Section 4.1Fraud, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap in no event shall not apply the aggregate amount of indemnity required to any Purchaser Losses (i) be paid by the Equity Holders pursuant to Section 10.1(b), Section 10.1(c), 9.1 or Section 10.1(d) or (ii) otherwise exceed $320,000,000 in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the aggregate. (c) Payments Subject to the other provisions of this ‎Section 9.5, any claim by an Indemnifying a Buyer Indemnified Party to recover Buyer Losses hereunder shall be recoverable (i) first, against the Indemnity Escrow Fund pursuant to Section 10.1 or Section 10.2 the terms of the Escrow Agreement and (ii) second, for any claim for Buyer Losses under ‎Section 9.1(a), against the Buyer Rep and Warranty Policy and (iii) third, any remaining amount of Buyer Losses (subject to the Indemnification Cap set forth in respect of any Purchaser Loss or Shareholder Loss ‎Section 9.5(b)(ii) shall be limited payable by the Equity Holders pro rata based on their respective share of the Merger Consideration pursuant to the amount terms of any liability or damage that remains after deducting therefrom any insurance proceeds the Support Agreements and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.Option Holder Acknowledgments; (d) In no event shall any Indemnifying the aggregate amount of indemnity required to be paid by the Buyer pursuant to ‎Section 9.2 or otherwise exceed $320,000,000; (e) The amount of each claim for Buyer Losses or Tax Losses by a Buyer Indemnified Party shall be liable deemed to be an amount equal to any payments from the Indemnity Escrow Fund shall be limited to, the amount of such Buyer Losses or Tax Losses that remain after deducting therefrom (i) any Tax benefit actually realized by a Buyer Indemnified Party or any Affiliate thereof with respect to Buyer Losses or items giving rise to such claim for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating indemnification to the breach extent the Tax benefit is actually realized in the year of the Buyer Loss or alleged breach of this Agreementitem giving rise to such a claim or the following two (2) taxable years, or diminution a prior year and (ii) any third party insurance proceeds (net of value any increase in insurance premium with respect thereto) and any indemnity, contributions or other similar payment actually received from any damages based on third party with respect thereto; (f) The amount of indemnity payable pursuant to ‎Section 9.1 with respect to any type of multiple (except Buyer Loss shall be reduced to the extent such types Buyer Loss is reflected on the Final Closing Statement; (g) Any Indemnified Party that becomes aware of damages constitute losses a Loss for which it seeks indemnification under this ‎Article IX shall be required to a use commercially reasonable efforts to (i) recover for such Loss under any available third party sources of recovery (including insurance policies), and (ii) mitigate such Loss after becoming aware thereof, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable solely to the Indemnified Party’s failure to mitigate; and (h) No Party shall be deemed to have breached any representation or warranty under this Agreement solely as a result of (i) any claimalteration, repeal or enactment of any Law after the Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) or (ii) any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates after the Closing Date; and (i) In any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which the Equity Holders have indemnified Buyer pursuant to this ‎Article IX (except, for the avoidance of doubt, for any amount recovered under the Buyer Rep and Warranty Policy), such Buyer Indemnified Party shall promptly pay over to Stockholders’ Representative, if during the applicable Claims Period or, to the Stockholders’ Representative (on behalf of the Equity Holders), if after the applicable Claims Period, the amount so recovered (but not in excess of the amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net of any costs of recovery.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) The maximum amount of Buyer Losses that the Buyer Indemnified Parties are entitled to recover from Seller pursuant to Section 11.01(a) (other than as a result of breaches of Seller Fundamental Representations, breaches of Section 4.15 (Mortgage Business Compliance) or breaches resulting from fraudulent or intentional misrepresentations by Seller) shall not exceed, in the aggregate, an amount equal to $1,000,000. Without limiting the foregoing, except in the case of fraudulent misrepresentation by Seller, in no Purchaser event will the aggregate amount of Buyer Losses that the Buyer Indemnified Party Parties are entitled to recover from Seller pursuant to Section 11.01(a) exceed the total purchase price paid to Seller. (b) Notwithstanding anything to the contrary contained in this Article XI, (i) the Buyer Indemnified Parties shall be indemnified by entitled to indemnification pursuant to Section 11.01(a) with respect to any claim for indemnification pursuant to Section 11.01(a) with respect to the Shareholder under this Article X for any Purchaser Losses breach of a representation or warranty, other than a Seller Fundamental Representation, only if, and then only to the extent that: (i) with respect to any claim unless such claim involves Purchaser for indemnification attributable to the Company’s repurchase obligations under the contracts identified on Section 11.05(b) of the Disclosure Schedule, the aggregate Buyer Losses in excess to all Buyer Indemnified Parties (without duplication) exceed an amount equal to the amount of the Repurchase Reserve as of the Closing Date (the “Repurchase Threshold”); and (ii) with respect to all other claims for indemnification pursuant to Section 11.01(a), the aggregate Buyer Losses to all Buyer Indemnified Parties (without duplication) exceed $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “DeductibleGeneral Threshold”), but whereupon only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses amounts in excess of the Deductible. (a) The total aggregate amount of Repurchase Threshold or the liability of the Shareholder for Purchaser Losses General Threshold, as applicable, shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) payable by Seller pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud a claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25for indemnification. (c) Payments If any Buyer Losses or Seller Losses sustained by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party are covered by an insurance policy, or an indemnification, contribution, or similar obligation of another Person (or other than an Affiliate of such Indemnified Party), the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover collect such insurance proceeds or indemnity, contribution, or similar payments; provided, however, that no Indemnified Party shall be required to institute any legal proceeding against any third Person. The amount of any Buyer Losses or Seller Losses subject to indemnification under Section 11.01 or Section 11.02, as applicable, shall be determined net of any third-party insurance policies or indemnity, contribution or other similar agreements for proceeds that have actually been recovered in cash by the Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the right of indemnification. If any Losses before seeking Indemnified Party actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification claim under this AgreementSection 11.01 or Section 11.02, as applicable, such Indemnified Party shall refund to the Indemnifying Party the amount of such insurance proceeds or indemnity, contribution, or similar payments, up to the amount actually received in connection with such indemnification claim. (d) In no event shall any Indemnifying Party be liable to any No Buyer Indemnified Party for any punitiveshall be entitled to recover damages or obtain payment, incidentalreimbursement, exemplary, consequential, special restitution or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result indemnity in respect of any claim)one Buyer Loss or related group of Buyer Losses if recovery has already been obtained pursuant to Section 2.04.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim against any Member for indemnification under this Article X IX for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds threean amount equal to one-fourths half of one percent (0.750.5%) of the Purchase Price (the “DeductiblePurchaser Basket”), but only if such in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses also meet from the requirements first dollar of clause (i) all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Section 10.5(a)Agreement, after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to ten percent the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (10%other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). (b) Neither . Notwithstanding anything to the Single Claim Amount nor contrary set forth herein, the Deductible shall apply to any total aggregate amount of the liability of the Members for Purchaser Losses (i) pursuant arising out of or relating to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss the P-Project shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementP-Project Cap. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by : (a) The liability of the Shareholder under this Article X Seller Parties for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”claims made pursuant to Section 7.1(a) and (ii) unless and until the aggregate amount shall be limited to 50% of such Purchaser Losses exceeds three-fourths of one percent (0.75%) Losses; provided, however, that the liability of the Purchase Price (the “Deductible”), but only if such Seller Parties for Purchaser Losses also meet the requirements arising out of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess Fraud or breaches of the DeductibleFundamental Representations shall not be subject to such limitation. (ab) The total aggregate amount of the liability of the Shareholder Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 7.1(a) shall be limited to ten percent TWO HUNDRED THOUSAND DOLLARS (10%$200,000) (the “Cap Amount”); provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of Fraud or breaches of the Fundamental Representations shall not be subject to the Cap Amount; provided, further, that, the maximum amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to recover from each Seller Party under this Article VIII (including Purchaser Losses arising out of breaches of the Fundamental Representations) shall not exceed the aggregate portion of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25actually received by such Seller Party and its Affiliates. (c) Payments by an Indemnifying Party Any funds remaining in the Indemnification Escrow Fund on the date that is twelve (12) months after the Closing Date shall be released to the Sellers; provided, however, that the Escrow Agent shall continue to hold any funds that are the subject of asserted but unresolved claims pursuant to Section 10.1 or Section 10.2 in respect the terms of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Escrow Agreement. (d) In no event The R&W Insurance Policy is the sole and exclusive remedy in respect of Purchaser Losses for indemnification under Section 7.1(a) other than the Indemnification Escrow Fund and the Sellers shall any Indemnifying Party be liable not have aggregate liability in respect of Purchaser Losses under Section 7.1(a) in excess of the Cap Amount, in each case, except in the case of Purchaser Losses arising out of Fraud or the Fundamental Representations. Prior to any seeking indemnification under this Article VII for Purchaser Losses resulting from or relating to Section 7.1(a) or Section 7.1(e), a Purchaser Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating shall first make a claim to seek recovery under the R&W Insurance Policy to the breach or alleged breach of this Agreementsame extent as they would if such Purchaser Losses were not subject to indemnification hereunder, or diminution of value or any damages based on any type of multiple (except to the extent that such types Purchaser Losses result from or relate to Fraud. For the avoidance of damages constitute losses doubt, nothing set forth in this Section 7.5(d) shall require a Purchaser Indemnified Party to a third party as a result file suit or pursue or initiate litigation, mediation or any other applicable proceedings against the insurer under the R&W Insurance Policy prior to seeking indemnification under this Article VII. (e) The Purchaser, on behalf of Purchaser Indemnified Parties, agrees that the R&W Insurance Policy expressly excludes any subrogation rights to pursue any claim against the Seller Parties other than with respect to the Fraud of any Seller Party. (f) If any Purchaser Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy (other than the R&W Insurance Policy), or an indemnification, contribution, or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution, or similar payments; provided, however, that no Indemnified Party shall be required to institute any legal proceeding against any third party. The amount of any Purchaser Losses or Seller Losses subject to indemnification under Section 7.1 or Section 7.2, as applicable, shall be determined net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered in cash by the Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the right of indemnification. If any Indemnified Party actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification claim under Section 7.1 or Section 7.2, as applicable, such Indemnified Party shall refund to the Indemnifying Party the amount of such insurance proceeds or indemnity, contribution, or similar payments, up to the amount actually received in connection with such indemnification claim). (g) No Purchaser Indemnified Parties shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity in respect of any one Purchaser Loss or related group of Purchaser Losses if recovery is obtainable, or has already been obtained, pursuant to Section 1.4.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no Purchaser ESI Indemnified Party Parties shall not make a claim against the Sellers or the Shareholders' Agent, and the Sellers and the Shareholders' Agent will not be indemnified by the Shareholder liable for indemnification, under this Article X Agreement or otherwise, for any Purchaser ESI Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser ESI Losses (other than ESI Losses which are reimbursed pursuant to the operation of Section 8.5(d)) exceeds three-fourths of one percent million dollars (0.75%$1,000,000) of the Purchase Price (the “Deductible”"ESI BASKET"), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after in which the Shareholder shall only be obligated event ESI Indemnified Parties may claim indemnification for such aggregate Purchaser all ESI Losses in excess of the Deductible.initial $1,000,000 (subject to Section 8.5(b)); provided, however, that (X) the ESI Basket shall be subject to adjustment in accordance with Section 8.5(d) and (Y) ESI Losses resulting from any of the following claims shall not be subject to the ESI Basket: (aI) The total aggregate amount a Claim of (i) any breach or inaccuracy of any representation or warranty in Section 2.2 or Section 2.3, (ii) any breach of the liability Sellers' covenants, agreements and undertakings set forth in Article I or Section 4.1.3 (Tax Matters), (iii) any breach of the Sellers' covenants, agreements and undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 4.1.1(f) (Names), Section 4.2.9 (Shareholder for Purchaser Losses shall be limited Releases), Section 4.2.11 (Confidentiality), Section 4.2.12 (Sellers' Non-Solicitation), Section 9.3 (Assignments), Section 9.6 (Consent to ten percent Jurisdiction), Section 9.7 (10%Waiver of Jury Trial), Section 9.8 (Specific Performance) or Section 9.14 (Cooperation), (iv) any liability relating to, resulting from or arising out of the Purchase Price failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (v) any liability relating to, resulting from or arising out of a dispute between the “Cap”)Shareholders and the Shareholders' Agent in respect of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; (II) a Claim of any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.2.10 (Brokerage Fees) or Section 9.15 (Transaction Costs) to be performed on or after the Closing; and (III) a Claim of any liability relating to, resulting from or arising out of (i) any act or omission occurring prior to the Closing in connection with the Companies' Vision and Dental Businesses or (ii) any Action by a Newco Employee against the Companies with respect to such Newco Employee's employment prior to the Closing. (b) Neither Notwithstanding anything to the Single Claim Amount nor contrary set forth herein, ESI Indemnified Parties shall not make a claim against the Deductible shall apply Sellers or the Shareholders' Agent, and Sellers and the Shareholders' Agent will not be liable, for indemnification under this Agreement or otherwise, for ESI Losses in excess of twenty-five million dollars ($25,000,000) in the aggregate (the "ESI Cap"); provided, however, that ESI Losses relating to any Purchaser Losses of the following claims shall not be subject to the ESI Cap: (I) a Claim of (i) pursuant any breach or inaccuracy of any representation or warranty in Section 2.2 or Section 2.3, (ii) any breach of the Sellers' covenants, agreements and undertakings set forth in Article I, (iii) any breach of the Sellers' covenants, agreements and undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 10.1(b4.1.1(f) (Names), Section 10.1(c4.2.9 (Shareholder Releases), Section 10.1(d4.2.11 (Confidentiality), Section 10.1(e4.2.12 (Sellers' Non-Solicitation), Section 9.3 (Assignments), Section 9.6 (Consent to Jurisdiction), Section 9.7 (Waiver of Jury Trial), Section 9.8 (Specific Performance) or Section 10.1(f9.14 (Cooperation), (iv) any liability relating to, resulting from or arising out of the failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (v) any liability relating to, resulting from or arising out of a dispute between the Shareholders and the Shareholders' Agent in respect of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; (II) a Claim of any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.2.10 (Brokerage Fees) or Section 9.15 (Transaction Costs) to be performed on or after the Closing; and (III) a Claim of any liability relating to, resulting from or arising out of (i) any act or omission occurring prior to the Closing in connection with the Companies' Vision and Dental Businesses or (ii) in any Action by a Newco Employee against the Companies with respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply such Newco Employee's employment prior to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.the Closing; (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the The amount of any liability or damage that remains after deducting therefrom damages indemnifiable pursuant to this Article shall be reduced to reflect the value of any insurance proceeds and any indemnity, contribution or other similar payment received Tax benefit actually realized by the Indemnified Party (or its successors or assigns as a result of such damages; provided, however, that the Company or any determination of its Subsidiaries) whether a Tax benefit is actually realized will be made by the Indemnified Party and will not be subject to review by the Indemnifying Party in respect the absence of any such claim. The manifest error; and provided, further, that upon the reasonable request of the Indemnifying Party, the Indemnified Party shall prepare (or cause to be prepared), at the Indemnifying Party's sole and reasonable expense, and furnish (or cause to be furnished) a pro forma statement which shall contain, in the reasonable judgment of the Indemnifying Party, all pertinent Tax and other financial information sufficient to establish the value, if any, of the Tax benefit actually realized by the Indemnified Party, with respect to the damages indemnifiable pursuant to this Article. In no event shall the Sellers be permitted to review any Tax Return of ESI or the Companies pursuant to the operation of the immediately preceding sentence. ESI agrees that it will use its all commercially reasonable efforts to recover obtain insurance proceeds under existing policies purchased by the Companies prior to the Closing Date and the amount of indemnification payable under Article VIII to ESI and the Companies shall be reduced by the amount of insurance policies or indemnityproceeds actually received by ESI and the Companies (net of any expenses incurred in pursuing such insurance claim), contribution or other similar agreements for and if the indemnification payment has already been made by the Indemnifying Party, then ESI and the Companies shall pay over the insurance proceeds to the extent the insurance proceeds recovered do not exceed the indemnification payment; provided, however, that ESI shall have no obligation to maintain any Losses before seeking indemnification under such insurance policies; and provided, further, that this AgreementSection 8.5(c) shall not relieve any Indemnifying Party of its obligations in the event that no insurance proceeds are actually received. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveAt the Closing, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating ESI may deliver to the breach Shareholders' Agent a written statement (the "WARRANTY STATEMENT") setting forth, in reasonable detail, any assertions that ESI may choose to make that (x) the representations and warranties set forth in Article II were not, as of the date hereof, true and correct in all respects if specifically qualified by materiality or, if not so qualified, true and correct in all material respects (an "INITIAL WARRANTY ASSERTION") or alleged breach (y) the representations and warranties set forth in Article II are not, as of this Agreementthe date of Closing, or diminution of value or any damages true and correct in all respects if specifically qualified by materiality or, if not so qualified, true and correct in all material respects (an "INTERIM PERIOD WARRANTY ASSERTION"). If, subsequent to the Closing, ESI makes an Indemnification Claim based on any type of multiple (except an Initial Warranty Assertion set forth in the Warranty Statement, the ESI Basket with respect to such Indemnification Claims shall be zero. If, subsequent to the extent Closing, ESI makes an Indemnification Claim based on an Interim Period Warranty Assertion set forth in the Warranty Statement, the ESI Basket with respect to such types of damages constitute losses to a third party as a result of any claimIndemnification Claims shall be five hundred thousand dollars ($500,000).

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Except for Losses based on fraud or Losses arising under Sections 9.01(a)(ii) or 9.01(a)(iii) or any breach of the representations and warranties in the Transition Services Agreement or failure to perform under the terms of the Transition Services Agreement (with respect to which there will be no limitation), Sellers' indemnification obligations hereunder shall be limited, in the aggregate, to the Escrowed Amount. (b) Except for Losses based on fraud or Losses arising under Sections 9.01(b)(ii), 9.01(b)(iii), 9.01(b)(iv) or 9.01(b)(v) or any breach of the representations and warranties in the Warrant or failure to perform under the terms of the Warrant (with respect to which there will be no limitation), Purchasers' and Parent's indemnification obligations hereunder shall be limited, in the aggregate, to $600,000.00. (c) Except for Losses based on fraud, the indemnification provisions of this Article IX are the sole and exclusive remedy of any Purchaser Indemnified Party shall be indemnified by for breach of any of Sellers' representations or warranties contained herein. (d) Except for Losses based on fraud, the Shareholder under indemnification provisions of this Article X IX are the sole and exclusive remedy of any Seller Indemnified Party for breach of any of Parent or Purchasers' representations or warranties contained herein. (e) Sellers shall not be liable to Purchaser Indemnified Parties for Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) arising under Section 9.01(a)(i), unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths exceed $60,000, and then Sellers shall be liable for all such Losses, not just the amount in excess of one percent $60,000. (0.75%f) of the Purchase Price (the “Deductible”Purchasers and Parent shall not be liable to Seller Indemnified Parties for Losses arising under Section 9.01(b)(i), but only if unless and until the aggregate of such Purchaser Losses also meet exceed $60,000, and then Purchasers and Parent shall be liable for all such Losses, not just the requirements amount in excess of clause $60,000. (ig) All claims for Losses hereunder shall be made net of this Section 10.5(a)any insurance proceeds actually recovered by the party claiming such indemnification; provided, after which the Shareholder that, such party shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under pursue any such insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementproceeds. (dh) In no event shall any Indemnifying Party party be liable to any Indemnified Party under this Article IX for any punitivespecial, incidentalindirect, exemplary, consequential, special consequential (including lost profits) or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, the Cumulus Parties, collectively, shall have no Purchaser obligation to indemnify (including any obligation to make any payments to) any Buyer Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to (a) any claim unless such claim involves Purchaser single Claim or group of related Claims arising out of the same or similar facts and circumstances that result in Losses in excess of less than $75,000 40,000 (the each, a “Single Claim AmountDe Minimis Claim”) under Section 11.1(a)(i), but solely in respect of representations and warranties that are not qualified by materiality or words of similar import, (iib) any Claims under Section 11.1(a)(i) (including De Minimis Claims) unless and until the aggregate amount of such Purchaser Claims result in Losses exceeds three-fourths of in an amount equal to one percent (0.751.0%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements sum of clause (i) of this Section 10.5(athe Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Representations and Warranties Deductible”), after which the Shareholder Cumulus Parties collectively, shall only be obligated liable for such aggregate Purchaser all Losses in excess of the Representations and Warranties Deductible. , and (ac) The total any Claims under Section 11.1(a)(i) resulting in excess of in an aggregate cumulative amount in excess of the liability of the Shareholder for Purchaser Losses shall be limited an amount equal to ten percent (10%) of the Purchase Price sum of (i) the Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Cap”). (b) Neither ; provided, however, that Claims for indemnification that arise out of or relate to breaches of the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) Specified Representations and Warranties or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.15.11 or due to Fraud, Section 4.2by or on behalf of the Indemnifying Party, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply be subject to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) the limitations set forth in respect of any fraud claim or any claim related to a breach this sentence of Section 4.111.5. Notwithstanding the foregoing, Section 4.2in no event shall the Cumulus Parties, Section 4.3collectively, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements liable for any Losses before seeking indemnification under this Agreement. Agreement (dincluding pursuant to this Article 11) In no event shall in excess of the sum of (x) the Closing Initial Consideration, and (y) any Indemnifying Party Subsequent Closing Consideration actually paid to Seller. If any Claim may be liable to any Indemnified Party made both under Section 11.1(a)(i) and under Section 11.1(a)(v), solely for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach purposes of this Agreement, or diminution of value or any damages based on any type of multiple (except Section 11.5 it shall be deemed to the extent such types of damages constitute losses to a third party as a result of any claimbe made only under Section 11.1(a)(v).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses : (ia) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) Seller and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated liable for Purchaser Losses arising hereunder solely to the extent that any such aggregate Purchaser Losses exceed, in the aggregate, One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the "Seller Basket Amount"); provided, however, that Purchaser Losses arising under or pursuant to Section 8.1(d) of this Agreement shall not be subject to the Seller Basket Amount, nor shall the amount of any such Purchaser Losses be included with other Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”)determining whether such Seller Basket Amount has been reached. (b) Neither The indemnification obligations of the Single Claim Amount nor Seller and Shareholder hereunder shall not exceed in the Deductible shall apply to any aggregate Five Million Dollars ($5,000,000) (the "Seller's Cap Amount"); provided, however, that Purchaser Losses (i) arising under or pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e8.1(d) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap this Agreement shall not apply be subject to any the Seller's Cap Amount and there shall be no limitation on the indemnification obligations of the Seller with respect to Purchaser Losses (i) arising under or pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25such provisions. (c) Payments by an Indemnifying Party pursuant to For purposes of the indemnification obligations of the Seller under this Article 8 and the applicable representations and warranties of the Seller and Shareholder set forth in Article 3 hereof (but not for purposes of determining the satisfaction of the conditions set forth in Section 10.1 or Section 10.2 in respect of any 6.2(a) and (b) hereof), a Purchaser Loss or Shareholder Loss series of related Purchaser Losses shall be limited deemed to have a material adverse effect on the amount assets, liabilities, results of any liability operations, financial condition, business or damage prospects of the Business, if such Purchaser Loss or series of related Purchaser Losses exceeds Five Thousand Dollars ($5,000); provided, however, that remains after deducting therefrom any insurance proceeds for purposes of determining the satisfaction of the Seller Basket Amount under Section 8.5(a), all representations, warranties, covenants, agreements or undertakings referred to in Section 8.1(c) and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event hereof shall any Indemnifying Party be liable read so as to any Indemnified Party for any punitive, incidental, exemplary, consequential, special exclude therefrom the term "material" (or indirect damages, including loss similar words of future revenue or income, loss of business reputation or opportunity relating to like import) and the breach or alleged breach of effect thereof under this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)Article 8.

Liability Limits. Notwithstanding anything (a) The PRGX Indemnified Parties shall have no right to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder indemnification under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”Sections 7.1(a) and (iid) for PRGX Losses unless and until the aggregate amount of such Purchaser PRGX Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price exceed $40,000 (the “DeductibleCompany Basket”), but in which event the PRGX Indemnified Parties may only if claim indemnification for that amount by which the PRGX Losses exceed in aggregate the Company Basket; provided, however, that the Surviving Representations of the Companies and Shareholders shall not be subject to the Company Basket. The Company Indemnified Parties shall have no right to indemnification under Section 7.2(a) for Company Losses unless and until the aggregate amount of such Purchaser Company Losses also meet exceed $40,000 (the requirements of clause (i) of this Section 10.5(a“PRGX Basket”), after in which event the Company Indemnified Parties may only claim indemnification for that amount by which the Shareholder shall only be obligated for such Company Losses exceed in aggregate Purchaser Losses in excess the PRGX Basket; provided, however, that the Surviving Representations of the DeductiblePRGX Parties shall not be subject to the PRGX Basket. (ab) The total aggregate amount of the liability of the Shareholder Companies and the Shareholders for Purchaser PRGX Losses with respect to any indemnification claims made pursuant to Section 7.1(a) and (d) shall be limited to ten percent (10%) $3,000,000; provided, however, that the total aggregate amount of the Purchase Price (liability of the “Cap”). (b) Neither Companies and the Single Claim Amount nor Shareholders for PRGX Losses arising out of fraud or the Deductible Surviving Representations shall apply not be subject to any Purchaser such limit. The total aggregate amount of the liability of the PRGX Parties for Company Losses (i) with respect to any indemnification claims made pursuant to Section 10.1(b)7.2(a) shall be limited to $3,000,000; provided, Section 10.1(c)however, Section 10.1(d), Section 10.1(e) that the total aggregate amount of the liability of the PRGX Parties for Company Losses arising out of fraud or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap the Surviving Representations shall not apply be subject to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25such limit. (c) Payments by an Indemnifying No Party pursuant will be entitled to Section 10.1 or Section 10.2 in be indemnified with respect of to any Purchaser Loss or Shareholder Loss shall be limited claim to the amount extent that the matter that is the subject of the claim was taken into account in determining the Final Working Capital Schedule or that was raised and resolved by written agreement of the Parties or though the dispute resolution procedures set forth in Section 2.3. No Party will be obligated to indemnify any liability other Party with respect to any claim that relates to or damage that remains after deducting therefrom PRGX Losses or Company Losses, as applicable, resulting from the passing of or change in any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company legal requirement or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies accounting policy, principle or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementpractice after the Closing Date. (d) In The PRGX Indemnified Parties will not be entitled to indemnification under this Article 7 for PRGX Losses caused or aggravated by the operation of the Target Business following the Closing Date or caused or aggravated by acts or omissions by the PRGX Indemnified Parties or their Affiliates following the Closing Date, in any case, that are unreasonable, grossly negligent or in violation of this Agreement (it being understood that compliance with applicable law shall in no event shall any Indemnifying Party be liable deemed to any Indemnified Party for any punitivebe unreasonable, incidental, exemplary, consequential, special grossly negligent or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach in violation of this Agreement). (e) No Party shall be required to indemnify the other Parties with respect to any special, punitive, exemplary or consequential damages other than with respect any such damages that are successfully recovered by a third party. (f) The amount of any claim for which indemnification is provided under this Article 7 shall be net of any (i) Tax benefits actually available to an Indemnified Party with respect to such claim or (ii) amounts actually recovered by an Indemnified Party from third parties, including amounts collected under insurance policies, that reduce the overall impact of such claim. (g) To the extent that any breach of a representation, warranty, covenant or agreement by the Shareholders, on one hand, or diminution the PRGX Parties, on the other hand, is capable of value or any damages based on any type of multiple cure, the non-breaching Party will afford the breaching Party a reasonably opportunity (except which will not be less than 10 days) to the extent cure such types of damages constitute losses breach and provide reasonable assistance (including access to a third party as a result of any claim)buildings, office, book and records, properties, assets and employees) in connection with such cure.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim for indemnification under this Article X Section 9.1(a)(i), or Section 9.1(a)(ii) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $562,500 (the “DeductiblePurchaser Basket”), but only if such in which event the Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated Indemnified Parties may claim indemnification for such aggregate all Purchaser Losses in excess of $562,500. Notwithstanding the Deductible. (a) The total aggregate amount of foregoing, the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap Basket shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Fundamental Representations, and the Seller Parties shall be liable for all Purchaser Losses with respect thereto. The Seller Parties’ aggregate liability for Purchaser Losses (i) pursuant relating to Section 10.1(bclaims for indemnification under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $10,000,000 (the “Cap”), Section 10.1(c)provided that the Cap shall not apply to claims with respect to breaches of the Fundamental Representations, claims based upon fraud or willful misconduct, or Section 10.1(d) claims for breach of any covenant, agreement or undertaking under Sections 7.3 and 7.4 of this Agreement; and (ii) relating to items 1, 2, 3, 6 and 7 of Schedule 9.1(a)(v) of this Agreement shall not, when aggregated with Purchaser Losses described in respect the foregoing clause (i), exceed an aggregate of any fraud claim the Cap plus an additional $5,000,000 (the “Specific Indemnities Cap”). The Seller Parties’ aggregate liability for Purchaser Losses not limited by the Cap or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Specific Indemnities Cap shall not exceed the Purchase Price. (cb) Payments by an Indemnifying Party pursuant Notwithstanding anything contained herein to Section 10.1 or Section 10.2 the contrary, all “material,” “Material Adverse Effect” and similar materiality type qualifications contained in respect of any Purchaser Loss or Shareholder Loss the representations and warranties shall be limited to ignored and not given any effect for the indemnification provisions of this Agreement for purposes of (i) determining the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in Losses incurred with respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreementindemnification provisions hereof, or diminution of value or any damages based on any type of multiple and (except to ii) determining whether the extent such types of damages constitute losses to a third party as a result of any claim)Purchaser Basket has been surpassed.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no : (a) The Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make any claim for indemnification under this Article X Section 10.1(a) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $25,000 (the “DeductibleBasket”), but only if such in which event the Purchaser Losses also meet Indemnified Parties may claim indemnification for all Purchaser Losses, including the requirements of clause (i) of this Section 10.5(a)Basket; provided, after which however, that the Shareholder Surviving Representations shall only not be obligated for such aggregate Purchaser Losses in excess of subject to the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”)Basket. (b) Neither the Single Claim Amount nor the Deductible shall apply to any The aggregate amount of Purchaser Losses recoverable by the Purchaser Indemnified Parties (iby offset or otherwise) pursuant to under Section 10.1(a) and/or Section 10.1(c) shall not exceed the Cap; provided, however, that the Surviving Representations and Purchaser Losses recoverable under Sections 10.1(b), Section 10.1(c(d), Section 10.1(d(e), Section 10.1(e(f) or Section 10.1(f), or and (iig) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply be subject to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Cap. (c) Payments by an Indemnifying Party pursuant Subject, as applicable, to the recovery limitations under Section 10.6(b), the maximum aggregate amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to recover directly from the Major Stockholder (other than, subject to Section 10.6(b), by offset) under Section 10.1 or Section 10.2 in respect shall not exceed the greater of any Purchaser Loss or Shareholder Loss shall be limited to (i) $1,578,000 and (ii) the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment Merger Consideration actually received by the Indemnified Party Major Stockholder; provided, however, the following shall not be subject to such limitation with respect to the Major Stockholder: (A) Purchaser Losses under Section 10.1(b) that arise out of or result from any breach of any covenant, agreement or undertaking made by the Company Major Stockholder or any of its SubsidiariesAffiliates (excluding, for clarity, the Company (if otherwise applicable) from such “Affiliates”) under Article VI in this Agreement, and (B) Purchaser Losses under Section 10.1(g) that arise out of or relate to any fraud, intentional misrepresentation, criminal activity, or willful misconduct of the Major Stockholder or any of its Affiliates (excluding, for clarity, the Company (if otherwise applicable) from such “Affiliates”) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under connection with this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Party Parties harmless shall be indemnified by limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Buyer Indemnified Parties shall have suffered Buyer Losses in excess of $75,000 468,500 (the “Single Claim Deductible Amount”) and (ii) unless and until in the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of aggregate, in which case the Purchase Price (the “Deductible”), but Buyer Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Buyer Losses in excess of the Deductible. Deductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (ai) The total aggregate amount of Fundamental Representations or (ii) Fraud shall not, in each case, be subject to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).Deductible Amount; (b) Neither in no event shall the Single Claim Amount nor the Deductible shall apply aggregate amount of indemnity required to any Purchaser Losses (i) be paid by Seller pursuant to Section 10.1(b)9.2(a) exceed the Cap Amount; provided, that the limitation set forth in this Section 10.1(c), Section 10.1(d), Section 10.1(e9.6(b) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or Section 10.1(dindirectly involved in any Fraud) or (ii) the matters referred in respect of any fraud claim or any claim related to a breach of Section 4.1, 9.2(b) through Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.9.2(i); (c) Payments no Losses may be claimed by an Indemnifying any Buyer Indemnified Party pursuant to Section 10.1 9.2(h) or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to reimbursable by, Seller, other than Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the amount of any liability “Environmental Threshold Amount”) resulting from a single claim or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).aggregated claims;

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser each Party’s obligation to indemnify, defend and hold any Indemnified Party harmless shall be indemnified limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 11.1 unless the amount of Loss suffered by Buyer Indemnified Party related to each individual claim exceeds €139,000 (unless the Shareholder under single occurrence giving rise to Seller’s liability is part of a series of occurrences of the same kind arising out of the same set of facts), and then, subject to the other limitations of this Article X for any Purchaser Losses Agreement, to the full extent of such claim; (ib) with respect No amounts of indemnity shall be payable pursuant to any claim Section 11.1 unless such claim involves Purchaser and until, after taking into account the other limitations of this Section 11.5, Buyer Indemnified Parties shall have suffered indemnifiable Losses in excess of $75,000 €300,000 in the aggregate, in which case Buyer Indemnified Parties shall be entitled to recover only such Losses in excess of such amount; (the “Single Claim Amount”c) and (ii) unless and until In no event shall the aggregate amount of such Purchaser Losses exceeds three-fourths of one indemnity required to be paid by Seller to all Buyer Indemnified Parties exceed an amount equal to fifteen percent (0.7515%) of the Purchase Price as adjusted pursuant to Section 3.2; (the “Deductible”d) The limitation amounts set forth in Sections 11.5(a), but only if such Purchaser Losses also meet the requirements of clause 11.5(b) and 11.5(c) shall not apply to (i) claims for Losses incurred by Buyer Indemnified Parties resulting from any fraud or willful misconduct of Seller in connection with this Section 10.5(a), after which Agreement or the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f)Seller Ancillary Documents, or (ii) in respect any claims for indemnification relating to an Excluded Liability; (e) For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) payments by Seller pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss 11.1 shall be limited to, the amount of Losses that remain after deducting therefrom (A) the amount, if any, of any accrued liability or reserve on the Financial Statements and specifically identified to such Loss or category of such Loss, (B) the amount of any accrued liability or damage that remains after deducting therefrom reserve included in the calculation of the Net Working Capital and specifically identified to such Loss or category of such Loss (excluding any amounts considered under clause (A) (C) any third party insurance proceeds paid directly by a third party to Buyer or paid by Seller to Buyer following receipt of such proceeds from a third party and any indemnity, contribution contributions or other similar payment received payable by any third party with respect thereto, in each case only with respect to insurance policies in existence prior to the Closing and applicable to the Transferred Assets and (D) any net Tax benefit actually recognized by a Buyer Indemnified Party (or the Company or any of its SubsidiariesAffiliate thereof with respect to the Losses or items giving rise to such claim for indemnification; and (f) in respect of In any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements claim for any Losses before seeking indemnification under this Agreement. (d) In , no event shall any Indemnifying Party shall be liable required to indemnify any Indemnified Party for any indirect, punitive, incidentalspecial, exemplary, consequential, special or indirect consequential damages, including nor for any loss of future revenue profit or incomerevenue, any multiple of reduced cash flow, loss of business reputation tenants, lenders, investors or opportunity relating buyers incurred by such Indemnified Party; provided, however, that any of the foregoing damages shall be indemnifiable to the breach or alleged breach of this Agreementextent, or diminution of value or any damages based on any type of multiple (except and only to the extent extent, an Indemnified Party is obligated to pay any such types of damages constitute losses to a third party as a result of any claima third party claim covered by Section 11.3(a).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser except in the case of a claim for fraud in the breach of any representation or warranty set forth in ARTICLE III or ARTICLE IV, the Equity Holders’ obligation to indemnify, defend and hold Buyer Indemnified Party Parties harmless, and Buyer’s obligation to indemnify, defend and hold the Equity Holder Indemnified Parties harmless, shall be indemnified by the Shareholder under this Article X for any Purchaser Losses limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 9.1(a) or Section 9.2(a) unless and until (i) with respect to any each claim unless such claim involves Purchaser Losses in excess or series of claims arising from the same or substantially similar facts or circumstances exceeds $75,000 50,000 (the “Single Claim AmountDe Minimis Threshold”) and (ii) unless and until the aggregate amount applicable Indemnified Parties shall have suffered Losses in excess of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $3,500,000 (the “DeductibleDeductible Amount”)) in the aggregate, but in which case such Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible.Deductible Amount; provided that amounts of indemnity for Losses pursuant to Section 9.1(a) or Section 9.2(a) with respect to any breach of any Company Fundamental Representation or any Buyer Fundamental Representation, as applicable, shall not be subject to the De Minimis Threshold or the Deductible Amount; (a) The total aggregate amount Any indemnification obligation of the liability of the Shareholder for Purchaser Losses Equity Holders pursuant to (i) this Article IX (other than any claim with respect to Item 1 on Schedule 9.1(f)) or Section 5.4 shall be limited satisfied solely from the General Indemnity Escrow Fund and (ii) any claim with respect to ten percent (10%Item 1 on Schedule 9.1(f) of shall be satisfied solely from the Purchase Price (Specific Indemnity Escrow Fund; it being understood that nothing in this Section 9.5(b) shall limit Buyer’s ability to recover Buyer Losses under the “Cap”).Buyer Rep and Warranty Policy; (b) Neither In no event shall the Single Claim Amount nor aggregate amount of indemnity required to be paid by the Deductible shall apply to any Purchaser Losses (i) Equity Holders pursuant to Section 10.1(b9.1 or otherwise (other than any claim with respect to Item 1 on Schedule 9.1(f)) exceed the General Indemnity Escrow Fund, and if the General Indemnity Escrow Fund is insufficient to satisfy any amount of any Buyer Loss or Covered Tax (other than in connection with any claims with respect to Item 1 on Schedule 9.1(f)), Section 10.1(c), Section 10.1(d), Section 10.1(ethen such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and the Equity Holders) or Section 10.1(f), or (ii) in respect of and no Buyer Indemnified Party shall be entitled to recover any fraud claim or such shortfall from any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.Equity Holder; (c) Payments In no event shall the aggregate amount of indemnity required to be paid by an Indemnifying Party the Equity Holders pursuant to Section 10.1 or Section 10.2 in any claim with respect of to Item 1 on Schedule 9.1(f) exceed the Specific Indemnity Escrow Fund, and if the Specific Indemnity Escrow Fund is insufficient to satisfy any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds Buyer Loss, then such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its SubsidiariesEquity Holders) in respect of any such claim. The and no Buyer Indemnified Party shall use its commercially reasonable efforts be entitled to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.such shortfall from any Equity Holder; (d) In no event shall the aggregate amount of indemnity required to be paid by the Buyer and its Affiliates hereunder exceed $585,000,000; (e) The amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any Indemnifying payments from the Indemnity Escrow Fund pursuant to Section 9.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom (i) any third party insurance proceeds (net of any increase in insurance premium with respect thereto) and any indemnity, contributions or other similar payment actually recovered from any third party with respect thereto and (ii) any Tax benefit actually realized by a Buyer Indemnified Party be liable or any Affiliate thereof with respect to Buyer Losses or items giving rise to such claim for indemnification to the extent the Tax benefit is actually realized in the year of the Buyer Loss or item giving rise to such a claim or the following two (2) taxable years, or a prior year, in each case of clauses (i) and (ii), net of any collection costs; (f) The amount of indemnity payable pursuant to Section 9.1 with respect to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except Buyer Loss shall be reduced to the extent such types Buyer Loss is reflected on the Final Closing Statement; (g) Any Indemnified Party that becomes aware of damages constitute losses a Loss for which it seeks indemnification under this Article IX shall be required to a use commercially reasonable efforts to (i) recover for such Loss under any available third party sources of recovery (including insurance policies), and (ii) mitigate such Loss after becoming aware thereof, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable solely to the Indemnified Party’s failure to mitigate; (h) No Party shall be deemed to have breached any representation or warranty under this Agreement solely as a result of (i) any claimalteration, repeal or enactment of any Law after the Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) or (ii) any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates after the Closing Date; (i) In any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which the Equity Holders have indemnified Buyer pursuant to this Article IX, such Buyer Indemnified Party shall promptly pay over to the Escrow Agent, if during the applicable Claims Period or, to the Stockholders’ Representative (on behalf of the Equity Holders), if after the applicable Claims Period, the amount so recovered (but not in excess of the amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net of any costs of recovery; (j) With respect to the matter referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall use their commercially reasonable efforts to obtain recovery for such matter under available insurance policies, and shall only be permitted to recover payment from the Specific Indemnity Escrow Fund after the Buyer Indemnified Parties have used their commercially reasonable efforts to obtain such recovery; provided that, it is expressly understood and agreed that the foregoing shall not in any way alter the time at which, or the ability of, the Buyer Indemnified Parties would otherwise be permitted to submit a notice of an indemnity claim pursuant to this Article IX; (k) With respect to the matters referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall only bring claims for Losses related to or arising out of such matter pursuant to Section 9.1(f), and not under any other clause of Section 9.1; and (l) The liability of the Equity Holders for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so Buyer Losses incurred under this Article IX shall be combined with all other Buyer Losses incurred under this Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, each Indemnifying Party’s obligation to indemnify, defend and hold the Indemnified Parties harmless shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 9.1(a)(i), Section 9.1(a)(ii), Section 9.1(b)(i), Section 9.1(b)(ii) (with respect to a breach by the Sellers of a covenant to be performed prior to the Closing), Section 9.2(b) (with respect to a breach by the Buyer of a covenant, agreement or undertaking to be performed prior to the Closing) or Section 9.2(a) unless and until the Indemnified Parties shall have suffered indemnifiable Losses (but excluding any Losses relating to ▇▇▇▇▇▇▇ Environmental Liabilities as described in Section 9.8, which are exclusively addressed by Section 9.8) in excess of $3,800,000 (the “Threshold Amount”) in the aggregate, in which case the Indemnified Parties shall be entitled to recover only Losses in excess of the Threshold Amount, provided that no Losses may be claimed by any Indemnified Party or shall be reimbursable by or included in calculating the Threshold Amount other than Losses in excess of $50,000 resulting from a single claim or aggregated claims arising out of the same facts, events or circumstances. (b) Subject to the following sentences of this Section 9.5(b), no Purchaser Indemnified Party Seller shall be indemnified by the Shareholder have any indemnification obligation under this Article X Agreement for any Purchaser Losses an amount in the aggregate greater than $6,333,333 and the Buyer shall have no indemnity obligation under this Agreement for an amount greater than in the aggregate $19,000,000 (it being understood and agreed that these caps shall constitute a cap on the maximum aggregate liability payable by each Indemnifying Party under this Agreement). Notwithstanding the foregoing sentence of this Section 9.5(b), (i) with respect to the Seller Fundamental Representations, the maximum aggregate liability payable by each Seller under this Agreement with respect to such Seller Fundamental Representations shall be equal to such Seller’s Pro Rata Percentage of the Purchase Price less any claim unless other amounts indemnified by such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) Seller hereunder and (ii) unless and until with respect to the Buyer Fundamental Representations, the maximum aggregate amount of liability payable by Buyer under this Agreement with respect to such Purchaser Losses exceeds three-fourths of one percent (0.75%) of Buyer Fundamental Representations shall be the Purchase Price (less any other amounts indemnified by Buyer hereunder. Notwithstanding anything to the “Deductible”)contrary in this Article IX, but only if such Purchaser Losses also meet the requirements of clause (i) Threshold Amount, the first sentence of this Section 10.5(a), after which 9.5(b) and the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant proviso to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e9.5(a) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses with respect to any Seller Fundamental Obligations (iit being understood and agreed that the Sellers shall be liable for all Losses for which the Buyer Indemnified Parties are entitled to indemnification with respect to such claims) pursuant or with respect to Section 10.1(bany Buyer Fundamental Obligations (it being understood and agreed that Buyer shall be liable for all Losses for which the Seller Indemnified Parties are entitled to indemnification with respect to such claims), Section 10.1(c), or Section 10.1(d) or (ii) and any amounts recovered by Buyer Indemnified Parties in respect of any fraud claim Seller Fundamental Obligations or any claim related to a breach by Seller Indemnified Parties in respect of Buyer Fundamental Obligations shall not be included in determining whether the Threshold Amount has been reached for purposes of this Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.259.5. (c) Payments For purposes of computing the aggregate amount of claims against an Indemnifying Party, the amount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by the Indemnifying Party pursuant to Section 10.1 9.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss 9.3 shall be limited to to, the amount of any liability or damage Losses that remains remain after deducting therefrom (i) any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received by paid to the Indemnified Party by any third party with respect thereto, and (or ii) with respect to any indemnification claim related to Losses incurred by SPRC, any net tax savings actually realized by SPRC in the Company or any of its Subsidiaries) tax period in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking which the indemnification under this Agreementclaim arises. (d) In no event shall any claim for indemnification under this Agreement, the Indemnifying Party shall not be liable required to indemnify any Indemnified Party Person for any punitivespecial, incidental, exemplary, consequential, special exemplary or indirect consequential damages, including loss of future revenue profit or incomerevenue, any multiple of reduced cash flow, interference with operations, or loss of business reputation tenants, lenders, investors or opportunity relating buyers. (e) No Indemnifying Party shall have any liability under this Article IX to indemnify any Indemnified Party with respect to a Loss to the breach extent that the Loss is attributable to any action taken by any Indemnified Party on or alleged breach after the Closing Date. (f) The Sellers shall have no liability for any Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates. (g) In any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Sellers have indemnified it pursuant to this Agreement, or diminution of value or any damages based on any type of multiple (except such Buyer Indemnified Party shall promptly pay over to the extent Sellers the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such types recovery), but not in excess of damages constitute losses the sum of (i) any amounts previously so paid by the Sellers to or on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any amounts expended by the Sellers in pursuing or defending any claim arising out of such matter. (h) The liability of the Sellers for Buyer Losses shall be considered in the aggregate and shall be determined on a third party cumulative basis so the Buyer Losses incurred under Article IX of this Agreement shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above. (i) Any indemnity payment under this Agreement by the Sellers shall be treated as a result an adjustment to the Purchase Price for U.S. federal income tax purposes. (j) For purposes of determining failure of any claimrepresentations or warranties to be true and correct, the breach of any covenants and agreements and calculation of Losses hereunder, any qualification or exception with respect to “material”, “materially”, “materiality” or Material Adverse Effect or similar language contained therein shall be disregarded, provided that the foregoing shall not apply to Section 3.8(b). (k) Notwithstanding anything in this Agreement to the contrary, except for any inaccuracy of the representation and warranty set forth in the last sentence of Section 3.22 of which the Company has Knowledge, Buyer shall not have any claim, action, suit, proceeding, right or remedy for any Loss arising out of, relating to or with respect to the failure by the Company to conduct the maintenance and capital project, and outage and shutdown of the No. 2 Dublin Power Boiler and the Dublin Paper Mill Machine #2, which was originally planned for September 2007 and rescheduled for April 2008.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible.: (a) The liability of the Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 8.1(a) shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to such limitation. (b) In addition to the limitation set forth in Section 8.5(a) above, the total aggregate amount of the liability of the Shareholder Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 8.1(a) shall be limited to ten percent THREE HUNDRED THOUSAND THREE HUNDRED FIFTY DOLLARS (10%$300,350) (the “Cap Amount”); provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to the Cap Amount (however, in such event, the maximum amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to recover from each Seller Party under this Article VIII (including Purchaser Losses arising out of the Surviving Representations) shall not exceed the aggregate portion of the Purchase Price (the “Cap”actually received by such Seller Party and its Affiliates). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party Any funds remaining in the Indemnification Escrow Fund on the date that is fifteen (15) months after the Closing Date shall be released to the Sellers; provided, however, that the Escrow Agent shall continue to hold any funds that are the subject of asserted but unresolved claims pursuant to Section 10.1 or Section 10.2 in respect the terms of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Escrow Agreement. (d) In The Purchaser shall obtain an insurance policy in respect of breaches or inaccuracies of the representations and warranties made in Article II hereof (such insurance policy, the “R&W Insurance Policy”). The Parties intend for the R&W Insurance Policy to be the sole and exclusive remedy in respect of Purchaser Losses for indemnification under Section 8.1(a) other than the Indemnification Escrow Fund and that the Seller Parties shall not have aggregate liability in respect of Purchaser Losses under Section 8.1(a) in excess of the Cap Amount, in each case, except in the case of Purchaser Losses arising out of fraud or the Surviving Representations. The Purchaser shall use commercially reasonable efforts to ensure that the R&W Insurance Policy expressly provides that insurer thereunder shall have no event shall subrogation rights to pursue any Indemnifying Party be liable claim against the Seller Parties other than with respect to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)fraud.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim for indemnification under this Article X Section 9.1(a)(i), or Section 9.1(a)(ii) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $562,500 (the “DeductiblePurchaser Basket”), but only if such in which event the Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated Indemnified Parties may claim indemnification for such aggregate all Purchaser Losses in excess of $562,500. Notwithstanding the Deductible. (a) The total aggregate amount of foregoing, the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap Basket shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Fundamental Representations, and the Shareholders shall be liable for all Purchaser Losses with respect thereto. The Shareholders’ aggregate liability for Purchaser Losses (i) pursuant relating to Section 10.1(bclaims for indemnification under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $13,000,000 (the “Cap”), Section 10.1(c)provided that the Cap shall not apply to claims with respect to breaches of the Fundamental Representations, claims based upon fraud or willful misconduct, or Section 10.1(d) claims for breach of any covenant, agreement or undertaking under Sections 7.3 and 7.4 of this Agreement; and (ii) relating to items 1 and 2 set forth on Schedule 9.1(a)(v) of this Agreement shall not, when aggregated with Purchaser Losses described in respect the foregoing clause (i), exceed an aggregate of any fraud claim the Cap plus an additional $5,000,000 (the “Specific Indemnities Cap”). The Shareholders’ aggregate liability for Purchaser Losses not limited by the Cap or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Specific Indemnities Cap shall not exceed the Purchase Price. (cb) Payments by an Indemnifying Party pursuant Notwithstanding anything contained herein to Section 10.1 or Section 10.2 the contrary, all “material,” “Material Adverse Effect” and similar materiality type qualifications contained in respect of any Purchaser Loss or Shareholder Loss the representations and warranties shall be limited to ignored and not given any effect for the indemnification provisions of this Agreement for purposes of (i) determining the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in Losses incurred with respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreementindemnification provisions hereof, or diminution of value or any damages based on any type of multiple and (except to ii) determining whether the extent such types of damages constitute losses to a third party as a result of any claim)Purchaser Basket has been surpassed.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser the Parent Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder Shareholders (including the Key Shareholders) or the Company for indemnification under this Article X Sections 11.1(a), 11.1(b) (except in the case of Section 11.1(b), any covenants, agreements or undertakings set forth in Sections 7.1(b), 7.1 (d)-(o), 7.1 (q)-(t), 7.2, 7.5, 7.9, 7.10, 7.14, 7.16 and 7.17) or Section 11.2 for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses with respect to any claim or series of related claims for which the Parent Indemnified Parties are otherwise entitled to indemnification exceeds three-fourths of one percent (0.75%) of the Purchase Price $1,500,000 (the “Parent Deductible”) (it being understood and agreed that the Parent Deductible is intended as a deductible), but only if such Purchaser . If the aggregate amount of Losses also meet for which the requirements of clause (i) Parent Indemnified Parties are entitled to indemnification under the provisions cited in the first sentence of this Section 10.5(a)11.7 exceeds the Parent Deductible, after which the Shareholder Parent Indemnified Parties shall only be obligated for such aggregate Purchaser Losses in entitled to be paid the excess of the aggregate amount of all such Losses over the Parent Deductible. (a) , subject to the other limitations on recovery set forth in this Article XI. The total aggregate amount of the liability of the Shareholder Shareholders and the Company for Purchaser Losses with respect to any claims made pursuant to the provisions cited in the first sentence of this Section 11.7 shall be limited to ten percent (10%) the Escrow Amount and the sole and exclusive remedy of Parent shall be to proceed against the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses Escrow; provided, however, that: (i) pursuant the liability of the Shareholders for Losses arising out of or related to Section 10.1(b)fraud shall not be subject to the Parent Deductible or limited to the Escrow Amount, Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect the liability of the Shareholders for Losses arising out of or related to a breach of any fraud claim of the Surviving Representations shall not be subject to the Parent Deductible or any claim limited to the Escrow Amount, but shall be capped at the amount of the Adjusted Merger Payment; provided further, however, Losses arising out of or related to a breach of Section 4.14.15(q) shall be capped at $10,250,000, Section 4.2and (iii) for purposes of calculating the Parent Deductible, Section 4.3, Section 4.4, Section 4.14 any breaches of any representation or Section 4.25. The Cap warranty shall not apply be calculated without reference to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), materiality or Section 10.1(d) adverse effect qualifier or (ii) exception set forth in respect of any fraud claim such representation or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25warranty. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim against Sellers for indemnification under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (iiSection 11.1(b) unless and until the aggregate amount of such Purchaser all Losses pursuant to Section 11.1(b) exceeds three-fourths of one percent an amount equal to One Million Two Hundred Thousand Dollars (0.75%$1,200,000) of the Purchase Price (the “DeductiblePurchaser Basket”), but only if such in which event Purchaser Losses also meet Indemnified Parties may claim indemnification for all Purchaser Losses, including the requirements of clause initial One Million Two Hundred Thousand Dollars (i$1,200,000) of this Section 10.5(a(subject to the other limitations herein); provided, after which however, that the Shareholder Fundamental Representations shall only not be obligated for such aggregate subject to and shall not count towards the Purchaser Losses in excess of the Deductible. (a) Basket. The total aggregate amount of the liability of the Shareholder Sellers for Purchaser Losses with respect to any claims made pursuant to Section 11.1(b) shall be limited to ten percent Thirty Million Two Hundred Fifty Thousand Dollars (10%$30,250,000) of the Purchase Price (the “Purchaser Cap”); provided, however, that the total aggregate amount of the liability of Seller for Losses arising out of intentional fraud or a breach of any of the Fundamental Representations shall not be subject to any such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Sellers under this Agreement and the transactions contemplated hereby (but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) shall be limited to the Purchase Price. (b) Neither Notwithstanding anything to the Single Claim Amount nor contrary set forth herein, Seller Indemnified Parties shall not make a claim against Purchaser for indemnification under Section 11.2(c) unless and until the Deductible shall apply to any Purchaser aggregate amount of all Losses (i) pursuant to Section 10.1(b11.2(c) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Seller Basket”), in which event Seller Indemnified Parties may claim indemnification for all Seller Losses, including the initial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the Fundamental Representations shall not be subject to and shall not count towards the Seller Basket. The total aggregate amount of the liability of Purchaser for Losses with respect to any claims made pursuant to Section 10.1(c11.2(c) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Seller Cap”); provided, Section 10.1(d)however, Section 10.1(e) that the total aggregate amount of the liability of Purchaser for Losses arising out of intentional fraud or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap any of the Fundamental Representations shall not apply be subject to any such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Purchaser Losses under this Agreement and the transactions contemplated hereby (ibut, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) pursuant after the payment of the Purchase Price to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss Seller shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementPurchase Price. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser the Equity Holders’ obligation to indemnify, defend and hold the Buyer Indemnified Party Parties harmless shall be indemnified by limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 10.1 unless and until the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Buyer Indemnified Parties shall have suffered Buyer Losses in excess of $75,000 2,000,000 (the “Single Claim Threshold Amount”) and (ii) unless and until in the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of aggregate, in which case the Purchase Price (the “Deductible”), but Buyer Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Buyer Losses in excess of the Deductible.Threshold Amount; provided, that amounts of indemnity for Buyer Losses pursuant to (i) Section 10.1(a)(i) with respect the Company Fundamental Representations, (ii) Section 10.1(b)(i) with respect to the Stockholder Fundamental Representations, or (iii) Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(a)(iv), Section 10.1(a)(v), Section 10.1(a)(vi), Section 10.1(a)(vii), Section 10.1(b)(ii) or Section 10.1(b)(iii) in each case, shall not be subject to the Threshold Amount; (ab) The total subject to the provisos contained in this Section 10.5(b), any indemnification obligation of the Equity Holders pursuant to this Article X shall be satisfied solely from (x) the Holdback Amount, with respect to Section 10.1(a)(iv), and (y) the Escrow Amount with respect to all other Buyer Losses; provided, however, that, subject to Section 10.4, Buyer may seek indemnification for Buyer Losses (i) arising under Section 10.1(b)(i) (with respect to Stockholder Fundamental Representations), Section 10.2(b)(ii) or Section 10.2(b)(iii) directly from the relevant Stockholder, and (ii) with respect to Company Fundamental Representations or arising under Section 10.1(a)(ii), or 10.1(a)(iii), from each Equity Holder, directly based on such Equity Holder’s Pro Rata percentage but not to exceed the amount such Equity Holder received as a result of the transaction (the “Proceeds Cap”); (c) in no event shall the aggregate amount of the indemnification obligations of the Equity Holders related to Indemnified Misclassification Claims exceed the Holdback Amount; (d) except for Buyer Losses with respect to Section 10.1(a)(v) or 10.2(b)(iii), in no event shall the aggregate amount of indemnity required to be paid by each Equity Holder pursuant to Section 10.1 exceed the Proceeds Cap; (e) the liability of the Shareholder for Purchaser each Equity Holder with respect to Buyer Losses arising under Section 10.1(a) shall be limited several and not joint based on such Equity Holder’s relative Pro Rata Percentage; (f) no Equity Holder shall have any liability for Buyer Losses arising under Section 10.1(b) except to ten percent the extent such Equity Holder has made the representation or warranty in Article IV or made the covenant, agreement or undertaking in this Agreement under which such Buyer Losses arise or committed fraud; (10%g) each Equity Holder shall be deemed to have a subaccount of the Purchase Price Escrow Fund in an amount equal to such Equity Holder’s Pro Rata Percentage of the Escrow Amount (the each, a “CapSubaccount”).; (bh) Neither notwithstanding anything set forth herein to the Single Claim Amount nor the Deductible shall apply contrary, but subject to any Purchaser Losses Section 10.5(b), (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or any indemnification obligation of an Equity Holder under this Agreement shall be satisfied solely from such Equity Holder’s Subaccount of the Escrow Fund; (ii) in respect the event that, following satisfaction of an indemnification claim for Buyer Losses from a Subaccount of the Escrow Fund, a subsequent claim for indemnification is made pursuant to this Article X, Buyer Losses shall be payable only from the Escrow Fund out of each Equity Holder’s Subaccount based on that Equity Holder’s Pro Rata Percentage of such Buyer Losses and; (iii) if any fraud claim or Equity Holder’s Subaccount is insufficient to satisfy such Equity Holder’s Pro Rata Percentage of Buyer Losses, then such Buyer Losses will remain unsatisfied notwithstanding that other Subaccounts have sufficient funds to satisfy such Buyer Losses and no Buyer Indemnified Party shall be entitled to recover any claim related to a breach such shortfalls from the Subaccounts of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses other Equity Holders; (i) pursuant for purposes of computing the aggregate amount of indemnifiable claims against the Equity Holders, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to Section 10.1(b)be an amount equal to, Section 10.1(c), or Section 10.1(d) or (ii) in respect of and any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments payments by an Indemnifying Party the Equity Holders pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to to, the amount of any liability or damage such Buyer Losses that remains remain after deducting therefrom any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received by actually recovered from any third party with respect thereto; (j) the Indemnified Party amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Closing Statement; (or the Company or any of its Subsidiariesk) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements claim for any Losses before seeking indemnification under this Agreement. (d) In no event , the Equity Holders shall not be required to indemnify any Indemnifying Party be liable to any Indemnified Party Person for any punitive, incidental, exemplary, consequential, special or indirect damageslosses, including business interruption loss, loss of future revenue revenue, diminution in value, lost profits or income, or loss of business reputation or other opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on a multiplier of earning or other financial measure (other than any type of multiple (except to the extent such types of punitive or other damages constitute losses to a third party awarded as a result of any a third party claim); (l) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article X shall be required to use commercially reasonable efforts (i) to mitigate such Loss, and (ii) to obtain insurance proceeds or proceeds from other sources of indemnification available to such Party (in each case consistent with sound and standard business practices of such Party); provided, however, nothing shall be deemed to require initiation of any proceedings; (m) no Party shall have any liability for any Loss which would not have arisen but for any alteration or repeal or enactment of any Law after the Closing Date; (n) the Equity Holders shall have no liability for any Buyer Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates or for any other act or omission by Buyer and/or its Affiliates after the Closing Date; (o) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which the Equity Holders have indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers’ Representative (on behalf of the Stockholders and the Warrant Holder) and to the Company (on behalf of the Option Holders, and which the Company shall promptly distribute to the Option Holders in accordance with their respective Pro Rata Percentages and subject to Section 2.8(h)) such Equity Holders’ Pro Rata Percentage of the amount so recovered; (p) the liability of the Equity Holders for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so the Buyer Losses incurred under Article X shall be combined with all other Buyer Losses incurred under Article X for purposes of determining limitations on liability, including the maximum liability amounts described above; (q) any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes; and (r) notwithstanding anything in this Agreement to the contrary, no past, present or future director, officer, employee, incorporator, affiliate, management, vendor, service provider, agent, attorney or representative of the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates shall have any liability for (i) any obligations or liabilities of the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates relating to or arising from this Agreement or (ii) any claim against the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

Liability Limits. Notwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against the Sellers for indemnification under Section 10.01(d) for Purchaser Losses, and ---------------- the Sellers will have no liability for indemnification of any Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect pursuant to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (iiSection 10.01(a) unless and until the aggregate ---------------- Losses claimed thereunder exceed an amount equal to $250,000.00 (the "Threshold --------- Amount"), and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser Indemnified Parties will be entitled to recover all such Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after to which the Shareholder shall only be obligated for such aggregate Purchaser Losses they are entitled in excess of the Deductible. (a) Threshold Amount. The total aggregate amount of the liability of the Shareholder Seller for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to with respect any Purchaser Losses (i) claims made pursuant to Section 10.1(b10.01(a) other than Claims arising ---------------- under Section 4.19 (Environmental Matters) ("Environmental Claims") shall be ------------- -------------------- limited to $3,000,000.00 (the "Purchaser Cap"); provided, however, that with ------------- -------- ------- respect to Environmental Claims the Purchaser Cap shall be increased by an additional $2,000,000 to $5,000,000 (the "Environmental Cap"), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss and the Seller ----------------- shall be limited to liable for one half (1/2) of the amount of any Environmental Claims in excess of the Environmental Cap; provided, further, that total aggregate amount -------- ------- of the liability of the Company and the Seller for Purchaser Losses arising out of fraud or damage that remains after deducting therefrom willful misconduct shall not be subject to any insurance proceeds and limits. Notwithstanding the foregoing, any indemnity, contribution or other similar payment received indemnification amounts payable by the Sellers pursuant to this Article X will be reduced by any amounts actually ---------- recovered by any Purchaser Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for collateral sources with respect to such Losses and the Purchaser shall use Commercially Reasonable Efforts to collect any Losses before seeking indemnification under this Agreementsuch amounts. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder Parties for indemnification under this Article X for any Purchaser Losses (i) with respect to any Losses, and Shareholder Indemnified Parties shall not make a claim unless such claim involves against Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) for indemnification under this Article X for Shareholder Losses, unless and until the aggregate amount of such Purchaser Losses or Shareholder Losses, as the case may be, exceeds three-fourths of one percent (0.75%) of the Purchase Price $750,000 (the “DeductibleBasket”), but only if such in which event Purchaser Losses also meet Indemnified Parties may claim indemnification for Purchaser Losses, or Shareholder Indemnified Parties may claim indemnification for Shareholder Losses, as the requirements of clause (i) of this Section 10.5(a)case may be, after which the Shareholder shall only be obligated for such aggregate Purchaser Losses amounts in excess of the DeductibleBasket; provided that indemnification claims for Purchaser Losses arising out of the Surviving Obligations or Surviving Representations shall not be subject to the Basket. (ab) The total aggregate In no event shall: (i) the amount of the liability of paid by the Shareholder Parties in the aggregate for indemnification claims by Purchaser Losses shall be limited to ten percent (10%) of Indemnified Parties exceed the Purchase Price Escrow Amount (the “Cap”). (b) Neither ; provided that the Single Claim Amount nor amount paid by the Deductible shall apply to any Shareholder Parties for indemnification claims for Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect arising out of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap the Surviving Obligations and Surviving Representations shall not apply be subject to any Purchaser Losses (i) pursuant to Section 10.1(b)the Cap, Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss but instead shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received the Base Purchase Price plus the Real Property Purchase Price; and (ii) the amount paid by the Purchaser in the aggregate for indemnification claims by Shareholder Indemnified Party Parties exceed the Cap; provided that (1) the amount paid by the Purchaser for indemnification claims for Shareholder Losses arising under (y) Section 10.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 5.1 (Organization), Section 5.2 (Authorization), and Section 5.3 (Absence of Restrictions and Conflicts) or (z) Sections 10.2(b) or 10.2(c) shall not be subject to the Company Cap, but instead shall be limited to the amount of the Base Purchase Price plus the Real Property Purchase Price and (2) the amount paid by the Purchaser for indemnification claims for Shareholder Losses arising under Section 10.2(d) shall not be subject to the Cap, but instead shall be limited to $10,000,000. (c) For purposes of Section 10.1, a breach of a representation or warranty contained in this Agreement or in any Purchaser Ancillary Document shall be deemed to exist either if such representation or warranty is actually inaccurate or breached as of the date such representation or warranty is made, or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification expressly as to materiality (whether or not quantified), or Material Adverse Effect, it being the intention of the Parties that the Purchaser Indemnified Parties shall be indemnified and held harmless from and against any and all Purchaser Losses suffered or incurred by any of its Subsidiaries) in respect them resulting from, arising out of, based upon or relating to the failure of any such claim. The representation, warranty, certificate, schedule, exhibit or other agreement, instrument or document to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality (whether or not quantified) or Material Adverse Effect set forth with respect thereto, but in all cases taking into account the disclosures and qualifications contained in the Schedules; provided, however, in no event shall any dollar threshold expressly set forth in the representations and warranties in Article IV be ignored for purposes of determining the accuracy of any representation or warranty (d) Notwithstanding anything herein to the contrary, the amount paid by the Shareholder Parties for indemnification claims for Purchaser Losses arising under Section 10.2(a) with respect to any breach or inaccuracy of the representations and warranties contained in Section 4.6 (Real Property) shall be net of any amounts actually recovered by Purchaser from any warranty or indemnity existing on the date hereof from any builder or contractor with respect to any building or improvement on the Real Property; provided that (i) the recovery of or claim with respect to any warranty or indemnity shall not be a condition to the Shareholder Parties’ obligations under and pursuant to this Article X and (ii) nothing herein shall restrict or limit the rights of the Purchaser Indemnified Party Parties to bring claims for indemnification pursuant to this Article X. Purchaser covenants and agrees that (y) if any defect requiring repair or replacement arises with respect to any building or improvement on the Real Property for which Purchaser has sought or may seek indemnification, Purchaser shall use its commercially reasonable efforts to recover under insurance policies procure such repair or indemnityreplacement, contribution or other similar agreements the costs and expenses incurred in the same, pursuant to any warranty or indemnity from any builder or contractor with respect to such building or improvement and (z) if Purchaser actually receives payment with respect to any such builder or contractor warranty or indemnity for any Losses before seeking indemnification under this Agreement. such defect (dany such being a “Warranted Defect”), Purchaser shall pay to Shareholder an amount (without interest) In no event shall any Indemnifying Party be liable equal to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating indemnification claims actually paid by Shareholder Parties with respect to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)Warranted Defect.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder Seller under this Article X ARTICLE 8 for any Purchaser Losses (i) and no Seller Indemnified Party shall be indemnified by the Purchaser under this ARTICLE 8 for any Seller Losses with respect to any claim Claim unless such claim Claim involves Purchaser Losses or Seller Losses, as applicable, in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price 50,000 (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Seller or Purchaser, as applicable, shall only be obligated for such aggregate Purchaser Losses in excess of or Seller Losses, as applicable, from the Deductiblefirst dollar. (a) 8.6.1 The total aggregate amount of the liability of the Shareholder Seller for Purchaser Losses pursuant to Section 8.1.1, Section 8.1.2 and Section 8.1.3 and of the Purchaser pursuant to Section 8.2.1, shall be limited to ten percent (10%) of the Purchase Price $2,000,000 (the “Cap”). (b) 8.6.2 Neither the Single Claim Amount Deductible nor the Deductible Cap shall apply to any Purchaser Losses or Seller Losses (i) pursuant which are not expressly subject to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), the Cap; or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25Claim. (c) 8.6.3 Payments by an Indemnifying Party pursuant to Section 10.1 8.1 or Section 10.2 8.2 in respect of any Purchaser Loss or Shareholder Seller Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its SubsidiariesCompany) in respect of any such claimClaim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) 8.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claimClaim). 8.6.5 The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Party (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE 8 or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. 8.6.6 No Indemnified Party shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Entity after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologies) and to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party : Neither Corporation nor the Shareholder shall be indemnified liable to Purchaser for Losses arising hereunder until the aggregate of such Losses incurred by Purchaser exceed $75,000 (the "Seller Basket Amount"); and then Corporation and the Shareholder under this Article X shall be liable for any Purchaser all such Losses (i) with respect to any claim unless such claim involves Purchaser Losses not just the amount in excess of $75,000); provided, however, that Losses arising under or pursuant to Section 9.01(a)(ii), Losses relating to any breach of Section 2.02 and Losses based on fraud shall not be subject to the Seller Basket Amount, and the amount of any such Losses shall not be included with other Losses in determining whether the Seller Basket Amount has been reached. Purchaser shall not be liable to Seller for any Losses arising hereunder until the aggregate of such Losses incurred by Seller exceed $75,000 (the “Single Claim "Purchaser Basket Amount”") and then Purchaser shall be liable for all such Seller Losses (iinot just the amount in excess of $75,000); provided, however, that Losses arising under or pursuant to Section 9.01(b)(ii) unless of this Agreement and until Losses based on fraud shall not be subject to the Purchaser Basket Amount, and that the amount of any such Losses shall not be included with other Losses in determining whether the Purchaser Basket Amount has been reached. Except for Losses based on fraud (with respect to which there will be no limitation), the aggregate indemnification obligation of Corporation and the Shareholder hereunder shall not exceed, in the aggregate, an amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of equal to the Purchase Price (the “Deductible”"Seller Cap Amount"); provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(ii) nor Losses relating to any breach of Sections 2.02, 2.11, or 2.14(d)-(j) shall be subject to the Seller Cap Amount and there shall be no limitation on the indemnification obligations of Corporation and the Shareholder with respect to such Losses. Except for Losses based on fraud (with respect to which there will be no limitation), but only if such Purchaser Losses also meet Purchaser's indemnification obligations hereunder shall not exceed, in the requirements of clause (i) of this Section 10.5(a)aggregate, after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate an amount of the liability of the Shareholder for Purchaser Losses shall be limited equal to ten percent (10%) of the Purchase Price (the “Cap”"Purchaser Cap Amount"). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser ; provided, however, that Losses (i) arising under or pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e9.01(b)(ii) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap this Agreement shall not apply be subject to any the Purchaser Cap Amount and there shall be no limitation on the indemnification obligations of Purchaser with respect to Losses (i) arising under or pursuant to Section 10.1(b)such provision. Escrow Agreement. As security for the indemnification obligations of Seller hereunder, Section 10.1(c), or Section 10.1(d) or (ii) the Escrowed Amount will be placed in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party escrow with the Escrow Agent pursuant to Section 10.1 or Section 10.2 in respect the terms of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Escrow Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no (a) The Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim for indemnification under this Article X Section 7.1(a) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of U.S.$100,000.00, in which event the Purchase Price (the “Deductible”), but only if such Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses also meet over U.S.$50,000.00 in the requirements of clause (i) of this Section 10.5(a)aggregate, after which and the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses with respect to any claims made pursuant to Section 7.1(a) shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant U.S.$12,000,000.00 for claims arising from or related to Seller’s breach of Section 10.1(b3.1 (Organization; Standing and Power; Subsidiaries), Section 10.1(c3.3 (Authority; Binding Nature of Agreement), Section 10.1(d3.7 (Title to and Sufficiency of the Assets), Section 10.1(e) or Section 10.1(f3.10 (Intellectual Property), or Section 3.12 (Compliance with Law; Governmental Authorizations) and Section 3.13 (Tax Matters), and (ii) U.S.$3,000,000.00 for all other claims. Notwithstanding the foregoing, the limitations set forth in respect of any fraud claim or any claim related to a breach of this Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap 7.6(a) shall not apply to any Purchaser Losses arising out of or related to fraud or willful misconduct. (ib) The Seller Indemnified Parties shall not make a claim for indemnification under Section 7.2(a) for Seller Losses unless and until the aggregate amount of such Seller Losses exceeds U.S.$100,000.00, in which event the Seller Indemnified Parties may claim indemnification for all Seller Losses over U.S.$50,000.00 in the aggregate, and the total aggregate liability for Seller Losses with respect to any claims made pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d7.2(a) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to U.S.$3,000,000.00. Notwithstanding the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnityforegoing, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiarieslimitations set forth in this Section 7.6(b) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable not apply to any Indemnified Party for any punitive, incidental, exemplary, consequential, special Seller Losses arising out of or indirect damages, including loss of future revenue related to fraud or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)willful misconduct.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder Sellers or the Shareholders for indemnification under this Article X Section 10.1(a)(i) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths $365,000 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for the entire amount of one Purchaser Losses (including the initial $365,000); provided, however, that the Purchaser Basket shall not apply to Purchaser Losses based on (i) fraud or intentional misrepresentation (“Fraud Claims”) or (ii) inaccuracies or breaches of Fundamental Representations (as defined below). The total aggregate amount of liability of the Sellers and the Shareholders for Purchaser Losses with respect to any claims made under Section 10.1(a) shall be limited to (A) during the first eighteen (18) months after the Closing, fifty percent (0.7550%) of the Purchase Price, (B) during the period after the first eighteen (18) months after the Closing and before the thirty-six (36) month anniversary of the Closing, twenty-five percent (25%) of the Purchase Price and (C) during the “Deductible”), but only if such Purchaser Losses also meet period after the requirements of clause thirty-six (i36) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess month anniversary of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten Closing, fifteen percent (1015%) of the Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Purchaser Losses arising, directly or indirectly, from Fraud Claims; provided, further, that inaccuracies or breaches of the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capitalization), Section 4.4 (Absence of Restrictions and Conflicts), Section 4.8 (Sufficiency of and Title to Assets), Section 4.24 (Affiliate Matters), Section 4.28 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity) and Section 5.2 (Absence of Restrictions and Conflicts) (collectively, “Fundamental Representations”), will be subject to a cap not to exceed the Purchase Price. Under no circumstances shall the total aggregate amount of liability of the Sellers and the Shareholders for Purchaser Losses under this Article X exceed the Purchase Price. (b) Neither The Sellers and Shareholders expressly agree that the Single Claim Purchaser Indemnified Parties may recover from the Indemnity Escrow Amount nor on a joint and several basis all Purchaser Losses incurred pursuant to Section 10.1(a) and 10.1(b) until the Deductible Indemnity Escrow Amount is exhausted or released in accordance with the Escrow Agreement. In the event the Indemnity Escrow Amount is exhausted or has been released in accordance with the Escrow Agreement, then the Purchaser Indemnified Parties shall apply not be entitled, with respect to any Purchaser Losses Losses, to recover from a Shareholder an amount (apart from any amount previously recovered from the Indemnity Escrow Amount) in excess of the product of (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or the amount of such Purchaser Losses and (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25such Shareholder’s Pro Rata Portion. (c) Payments by an Indemnifying Party pursuant to Section 10.1 Solely for the purpose of determining the magnitude of related Losses in connection with a breach or Section 10.2 in respect inaccuracy of any Purchaser Loss representation or Shareholder Loss shall warranty under Section 10.1, each such representation or warranty should be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable read without reference to any Indemnified Party for any punitive, incidental, exemplary, consequential, special materiality or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)Material Adverse Effect qualifications contained therein.

Liability Limits. Notwithstanding anything (a) Sellers shall only be liable for Buyer Losses arising under this Agreement solely to the contrary set forth hereinextent that any such Buyer Losses exceed, no Purchaser Indemnified Party shall be indemnified by in the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of aggregate, U.S. $75,000 30,000 (the “Single Claim "Seller Basket Amount”) and (ii) unless and until the aggregate amount of such Purchaser "); provided, however, that Buyer Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (iarising under or pursuant to paragraph 7.2(a)(i) of this Agreement shall not be subject to the Seller Basket Amount to the extent that they relate to Sellers' breach of their representations and warranties in Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess 2.4 or 3.3 of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”)Agreement. (b) Neither Buyer shall only be liable for Seller Losses arising under this Agreement solely to the Single Claim Amount nor extent that any such Seller Losses exceed, in the Deductible shall apply to any Purchaser Losses aggregate, U.S. $30,000 (i) pursuant to Section 10.1(bthe "Buyer Basket Amount"), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments The indemnification obligations of each Management Seller under this Agreement shall not exceed in the aggregate an amount (the "General Seller's Cap Amount") equal to the sum of (i) the value, as of the Closing, of the Harbinger Shares issued to such Seller pursuant to this Agreement plus (ii) such Management Seller's Allocation Percentage (as defined in Section 7.2(a) hereof) multiplied by an Indemnifying Party U.S. $310,350; provided, however, that Buyer Losses arising under or pursuant to Section 10.1 7.2(a)(i) to the extent that they relate to Management Seller's breach of its representations and warranties in Section 2.4 of this Agreement or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss arising from Management Seller's fraudulent conduct shall not be subject to the General Seller's Cap Amount and there shall be limited no limitation on the indemnification obligations of the Management Seller with respect to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Buyer Losses before seeking indemnification under this Agreementarising thereunder. (d) In no event Buyer's indemnification obligations under this Agreement shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating not exceed in the aggregate an amount equal to the breach or alleged breach value, as of this Agreementthe Closing, or diminution of value or any damages based on any type of multiple (except the Harbinger Shares issued to the extent such types of damages constitute losses Sellers pursuant to a third party as a result of any claimthis Agreement (the "Buyer Cap Amount"). (e) Once Buyer Losses exceed the Seller Basket Amount or Seller Losses exceed the Buyer Basket Amount, as the case may be, a breach for which a party is entitled to seek indemnification hereunder shall be deemed to occur upon the initial Buyer Loss or series of related Buyer Losses or Seller Loss or series of related Seller losses.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, the obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless will be limited as follows: (a) no Purchaser amounts of indemnity will be payable pursuant to Section 10.01 unless and until the Buyer Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Parties will have suffered Buyer Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price 3,000,000 (the “Deductible”) in the aggregate, in which case, indemnification shall, subject to the other limitations set forth in this Agreement (including Section 10.05(b) below), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated available for such aggregate Purchaser Buyer Losses in excess of the Deductible. (a) The total aggregate amount ; provided, that, notwithstanding the foregoing, amounts of the liability of the Shareholder indemnity for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Buyer Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e10.01(a)(i) or Section 10.1(f)with respect to the Fundamental Representations, or (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in respect each case, will not be subject to the Deductible; (b) no amounts of any fraud claim or any claim related indemnity will be payable pursuant to a breach Section 10.01 unless and until the Buyer Indemnified Parties will have suffered Buyer Losses in excess of Section 4.1$1,500,000 (the “Threshold Amount”) in the aggregate in excess of the Deductible, Section 4.2in which case the Buyer Indemnified Parties will be entitled to recover the full amount of Buyer Losses in excess of the Deductible from the first dollar; provided, Section 4.3that, Section 4.4notwithstanding the foregoing, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser amounts of indemnity for Buyer Losses (i) pursuant to Section 10.1(b)10.01(a)(i) with respect to the Fundamental Representations, Section 10.1(c), or Section 10.1(d) or (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in respect of any fraud claim or any claim related each case, will not be subject to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.the Threshold Amount; (c) Payments in no event will the aggregate amount of indemnity required to be paid to the Buyer Indemnified Parties pursuant to this Agreement exceed the Indemnity Escrow Amount; (d) notwithstanding anything set forth herein to the contrary, (i) any indemnification obligation of the Equityholders under this Agreement will be satisfied solely from the Indemnity Escrow Funds and (ii) if the Indemnity Escrow Funds are insufficient to satisfy the Buyer Losses and the Buyer Indemnified Parties do not have recourse therefor under the R&W Insurance Policy, then the Buyer Losses in question will remain unsatisfied; (e) for purposes of computing the aggregate amount of indemnifiable claims (i) the amount of each claim for Buyer Losses by a Buyer Indemnified Party will be deemed to be an Indemnifying Party amount equal to, and any payments from the Indemnity Escrow Funds pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall 10.01 will be limited to to, the amount of such Buyer Losses and (ii) against Buyer, the amount of each claim for Equityholder Losses by an Equityholder Indemnified Party will be deemed to be an amount equal to, and any liability or damage payments by Buyer pursuant to Section 10.02 will be limited to, the amount of such Equityholder Losses, in each of clause (i) and (ii), that remains remain after deducting therefrom (x) any third party insurance proceeds actually received (net of any deductible or related expenses in pursuing such insurance proceeds), and any indemnity, contribution contributions or other similar payment actually received from any third party with respect thereto, and (y) any net cash Tax benefit actually realized in the taxable year of the indemnification payment or any prior taxable year by a Buyer Indemnified Party or any Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (f) the amount of indemnity payable pursuant to Section 10.01 with respect to any Buyer Loss will be reduced to the extent such Buyer Loss is included in the calculation of Closing Merger Consideration; (g) in any claim for indemnification under this Agreement, no party will be required to indemnify any Person for punitive, special, or exemplary damages, except to the extent for amounts paid to a third party where any of the foregoing are awarded pursuant to a Third Party Claim that is subject to indemnification hereunder; (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this ARTICLE X will be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party and an Indemnifying Party will not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate; provided, that an Indemnified Party’s obligation to mitigate any Loss will not include any obligation or requirement that (i) such Indemnified Party (or the Company or any of his or its SubsidiariesAffiliates assume or incur any material liability or (ii) would reasonably be expected to materially disrupt, or otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (i) in any case where a Buyer Indemnified Party recovers from any third party any net amount (or receives any net cash Tax benefit as described in Section 10.05(e)(y)) in respect of any a matter with respect to which the Equityholders have indemnified Buyer pursuant to this Agreement, such claim. The Buyer Indemnified Party shall use its commercially reasonable efforts will promptly pay over to recover under insurance policies the Representative (on behalf of the Equityholders) the amount so recovered (or indemnitythe amount of such net cash Tax benefit received, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.as applicable); (dj) In in no event shall any Indemnifying Party be liable to any Buyer Indemnified Party for have any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating right to the breach or alleged breach of indemnification under this Agreement, or diminution of value or any damages based on any type of multiple (except Section 10.05 to the extent such types of damages constitute losses that the applicable Losses are attributable to a third party Taxes (i) arising in any taxable period (or portion thereof) beginning after the Closing Date (“Post-Closing Tax Period”), (ii) incurred as a result of any claimtransaction outside the ordinary course of business occurring on the Closing Date after the Closing (and for this purpose, the time of Closing shall be determined without regard to the final sentence of Section 2.01), (iii) arising due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes from a taxable period (or portion thereof) ending on or before the Closing Date, (iv) that were included in the calculation of Closing Merger Consideration or (v) that are attributable to the manner in which Buyer finances the Transactions; and (k) any indemnity payment under this Agreement pursuant to this ARTICLE X will be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes. Nothing in this Agreement will limit the liability of a party to another party for fraud.

Liability Limits. (a) The Buyer Indemnified Parties shall not be entitled to indemnification for Buyer Losses pursuant to Section 8.2(a) unless and until the aggregate amount of such Buyer Losses exceeds $250,000, in which event the Buyer Indemnified Parties may only claim indemnification for such Buyer Losses that exceed $250,000; provided, however, that the foregoing limitation shall not apply to any breach of any Core Representation, the S.P.A.R.K. Representation or the representations and warranties set forth in Section 4.25 (Brokers, Finders and Investment Bankers). (b) Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X maximum aggregate liability of Seller and Parent for any Purchaser Buyer Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”claims for indemnification pursuant to Section 8.2(a) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) shall be 35% of the Purchase Price (Price; provided, however, that the “Deductible”)foregoing limitation shall not apply to any breach of any Core Representation, but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%the Purchase Price. In addition, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and Parent for Buyer Losses with respect to claims for indemnification pursuant to Section 8.2(a) for breach of the Purchase Price (the “Cap”)S.P.A.R.K. Representation shall be $3,000,000. (bc) Neither Notwithstanding anything to the Single Claim Amount nor contrary set forth herein, the Deductible shall apply maximum aggregate liability of Parent for Buyer Losses with respect to any Purchaser Losses claims for indemnification (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d8.2(a) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 Sections 8.2(b) through (e) for any breach, non-performance, action or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received omission by the Indemnified Party (or the Company Seller or any of its Subsidiariespredecessors shall be the Purchase Price. For the avoidance of doubt, this clause (c) shall in no event limit any liability of Seller under this Article VIII or limit any liability of Parent under this Article VIII for Buyer Losses with respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements claims for indemnification pursuant to Sections 8.2(b) through (e) for any Losses before seeking indemnification under this Agreementbreach, non-fullfillment, action or omission by Parent (as opposed to Seller) or any of its predecessors (other than Seller, to the extent, if any, Seller is deemed a predecessor of Parent for any reason). (d) In no event shall The amount for which any Indemnifying Party shall be liable under this Article VIII to any an Indemnified Party shall be net of (i) any insurance proceeds received by an Indemnified Party under insurance policies relating to such Damages (provided, however, that the Indemnified Party shall use commercially reasonable efforts to seek a claim or suit for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating such proceeds to which it may be entitled under such insurance policies); and (ii) any net Tax benefit available to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party Indemnified Party as a result of the Damages and any claim)payments made by the Indemnifying Party to the Indemnified Party.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party : (a) Sellers shall only be indemnified by the Shareholder under this Article X liable for any Purchaser Losses arising hereunder solely to the extent that any such Purchaser Losses exceed, in the aggregate, Twenty Thousand Dollars $20,000.00 (ithe "Norfolk Basket Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 8.1(a), 8.1(b) and 8.1(d) of this Agreement shall not be subject to the Norfolk Basket Amount, nor shall the amount of any such Purchaser Losses be included with respect to any claim unless such claim involves other Purchaser Losses in excess of determining whether such Norfolk Basket Amount has been reached. (b) Purchaser shall only be liable for Norfolk Losses arising hereunder solely to the extent that any such Norfolk Losses exceed, in the aggregate, Twenty Thousand Dollars $75,000 20,000.00 (the “Single Claim "Horizon Basket Amount”"). (c) and (ii) unless and until The indemnification obligations of the Sellers hereunder shall not exceed in the aggregate amount of such Purchaser Losses exceeds threeone-fourths of one percent (0.75%) half of the Purchase Price (the “Deductible”"Sellers' Cap Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 8.1(a), but only if such Purchaser Losses also meet the requirements of clause (i8.1(b) and 8.1(d) of this Section 10.5(a), after which Agreement shall not be subject to the Shareholder Sellers' Cap Amount and there shall only be obligated for such aggregate no limitation on the indemnification obligations of the Sellers with respect to Purchaser Losses in excess of the Deductiblearising under or pursuant to such provisions. (ad) The total aggregate amount Indemnification obligations of the liability of Purchaser hereunder shall not exceed in the Shareholder for Purchaser Losses shall be limited to ten percent (10%) aggregate one-half of the Purchase Price (the “Cap”"Purchaser's Cap Amount"). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no (a) The Purchaser Indemnified Party shall be indemnified by the Shareholder Parties may not make a claim for indemnification under this Article X Section 10.1 for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification under this ARTICLE X (excluding, in the case of breaches of the [****], the [****] portion of such Purchaser Losses for which the Equity Holders are responsible in accordance with Section 10.5(b)) exceeds three-fourths of one percent (0.75%) of the Purchase Price [****] (the “Deductible”), but only if in which case, such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Indemnified Parties shall only be obligated entitled to indemnification for such aggregate all Purchaser Losses in excess of (but not including) such amounts. Notwithstanding the Deductible. foregoing, in no event shall the Deductible apply to (ai) The total aggregate amount any claims with respect to breaches of Fundamental Representations and Warranties or the liability [****], (ii) [****], (iii) any claims for fraud or intentional misrepresentation or claims involving the filing of the Shareholder formal charges for Purchaser Losses shall be limited to ten percent criminal misconduct, or (10%iv) for avoidance of the Purchase Price (the “Cap”doubt, any indemnification claims under Section 6.15 or Sections 10.1(b-f). (b) Neither Notwithstanding any other provision hereof to the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses contrary: (i) pursuant to Section 10.1(bany claims by the Purchaser Indemnified Parties for Purchaser Losses for breaches of the [****] shall be borne [****] by the Purchaser and [****] by the Equity Holders until the aggregate amount of Purchaser Losses caused by any breaches of the [****] (excluding the [****] portion for which the Equity Holders are responsible), Section 10.1(cwhen aggregated with any other Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification under ARTICLE X (except as set forth in the following clause (ii)), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or exceed the Deductible; and (ii) the maximum aggregate amount of Damages that may be collected pursuant to the [****] (without giving effect to the Deductible) shall be [****] (the “Subcap”), it being acknowledged and agreed that no such indemnification claims subject to the Subcap under this Section 10.5(b)(ii) shall apply toward the Deductible. For the avoidance of doubt, following the Purchaser Losses in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any [****] exceeding the Subcap and the aggregate Purchaser Losses (i) exceeding the Deductible, the Purchaser shall be entitled to seek any additional Damages that may be incurred in relation to the [****], pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).ARTICLE X.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no Purchaser the Buyer Indemnified Party Parties shall be indemnified by the Shareholder not make a claim against Caterpillar for indemnification under this Article X for any Purchaser Buyer Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Buyer Losses exceeds three-fourths of one percent Three Hundred Fifty Thousand Dollars (0.75%$350,000) of the Purchase Price (the “Deductible”"Buyer Basket"), but only if such Purchaser Losses also meet in which event the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated Buyer Indemnified Parties may claim indemnification for such aggregate Purchaser all Buyer Losses in excess of the Deductible. Three Hundred Fifty Thousand Dollars (a) $350,000). The total aggregate amount of the Caterpillar's liability of the Shareholder for Purchaser Buyer Losses shall be limited to ten percent Ten Million Dollars (10%$10,000,000) of the Purchase Price (the “"Buyer Cap”"); provided, however, Section 10.1(b), the Surviving Obligations and the Surviving Representations shall not be subject to the Buyer Cap. (b) Neither In computing Buyer Losses and Company Losses, lost profits and opportunity costs shall not be recoverable, and recoverable actual damages shall include the Single Claim Amount nor amount necessary to return the Deductible Indemnified Party to the same economic position it would have been in, with respect to out-of-pocket costs and expenditures, including the purchase price hereunder, absent the condition or event creating the loss, but otherwise shall apply to any Purchaser Losses not include consequential damages. By way of example, (i) pursuant if the Owned Real Property was required to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or be temporarily closed due to an occurrence described in Section 10.1(f), or Buyer Losses would include not only the cost of remediation, but also, for example, the cost of maintaining the facility during the closure, the cost of compensating non-productive employees during the closure and damages due third parties for non-performance by the Buyer as a result of the closure, and (ii) in respect of any fraud claim or any claim related if the Buyer had to permanently stop operating the Business due to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received representation by the Indemnified Party (or Company, Buyer Losses might include, for example, the Company or any of its Subsidiaries) original purchase price hereunder plus out-of-pocket expenses incurred by the Buyer in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementoperating the Business. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser (a) An Indemnified Party shall be indemnified by the Shareholder not make a claim against an Indemnifying Party for indemnification under this Article X for any Purchaser Losses (iSections 8.1(a) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) or Section 8.2(a), as appropriate, unless and until the aggregate amount of such Purchaser Losses or Shareholder Losses, as appropriate, exceeds three$50,000 (the “Basket”), in which event the Indemnified Party may claim indemnification for all Purchaser Losses or Shareholder Losses, as appropriate, solely to the extent such losses exceed $50,000. The total aggregate liability of the Indemnifying Parties for Purchaser Losses or Shareholder Losses, as appropriate, shall be limited to thirty-fourths of one five percent (0.7535%) of the aggregate Purchase Price (actually paid to the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price Shareholders (the “Cap”). (b) . Neither the Single Claim Amount Basket nor the Deductible Cap shall apply to any Purchaser Losses (i) pursuant to Section 10.1(bor Shareholder Losses, as appropriate, arising out of fraud or a breach of any representations and warranties contained in Sections 2.1 through 2.3, Sections 2.4(a), Section 10.1(c)2.5, Section 10.1(d)2.9, Section 10.1(e2.16, 2.17, 2.20, 2.25, or Sections 3.1 through 3.3 or 3.5, or the specific indemnification obligations set forth in Sections 8.1(c)(i) or Section 10.1(f), or (ii), (d), (e) in or (f) or 8.2(c), and the respective Indemnifying Party shall be liable for all Purchaser Losses or Shareholder Losses, as appropriate, with respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap thereto; and the Basket shall not apply to any Purchaser Losses (i) pursuant to arising out of the specific indemnification obligation set forth in Section 10.1(b8.1(g); provided, Section 10.1(c)however, or Section 10.1(d) or (ii) except in respect the case of fraud, in no event shall the total liability of any fraud Shareholder for any and all Purchaser Losses under this Article VIII exceed the pro rata portion of the aggregate Purchase Price actually paid to such Shareholder. (b) In case any event shall occur that would otherwise entitle a Party to assert a claim or for indemnification hereunder, no Losses shall be deemed to have been sustained by such Party to the extent of any claim related to a breach Tax savings actually realized, within eighteen (18) months of Section 4.1such event, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25by such Party with respect thereto. (c) Payments by an Indemnifying Party pursuant Notwithstanding anything herein to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss the contrary, no party shall be limited entitled to indemnification or reimbursement from any other party under any provision of this Agreement for any amount to the extent such party or its Affiliate has been fully indemnified or reimbursed for such amount under any other provision of this Agreement, the exhibits or the schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Losses related to a claim by the Purchaser are covered by insurance, the Purchaser agrees to use commercially reasonable efforts to seek recovery under such insurance and the Purchaser shall not be entitled to recover from the Shareholders (and shall refund amounts received up to the amount of any liability or damage that remains after deducting therefrom any indemnification actually received) with respect to such Losses to the extent the Purchaser recovers the insurance proceeds and any indemnity, contribution or other similar payment received by specified in the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementpolicy. (d) In no event Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any Indemnifying Party be liable to liability under any Indemnified Party provision of this Agreement for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or incomediminution in value, loss of business reputation or opportunity or (except to the extent provided below) loss of future profits, revenue or income, relating to the breach or alleged breach of any provision of this Agreement, or diminution regardless of value or any whether such damages based on any type of multiple (were foreseeable, except to the extent such types of damages constitute losses are payable to a third party party; provided, however, the foregoing limitation shall not prohibit or preclude recovery by a Purchaser Indemnified Party for lost profits on any Contracts that are active and funded as of the date of this Agreement to the extent arising from a result breach of the representations and warranties contained in Sections 2.14. Each of the parties agrees to take commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any claim)event or condition which could reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein: (i) the Seller shall have no liability pursuant to Section 8.1(a) for any individual claim (or group of related claims arising out of the same series of facts, conditions or events) unless the Buyer Losses in respect of such claim or group of related claims exceeds $37,500 (such amount, the “Buyer Mini-Basket”) (after which, subject to the terms, conditions and limitations otherwise set forth in this Article VIII, the Seller shall be liable for the full amount of such Buyer Losses); (ii) the Buyer Indemnified Parties shall not make a claim against the Seller for indemnification under Section 8.1(a) for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds $1,670,000 (the “Buyer Basket”), in which case the Seller shall be liable only for such Buyer Losses in excess of $835,000 (the “Buyer Basket Tipping Point”); provided, that solely with respect to any such claim for a breach of any representation or warranty for which the Seller delivers a Supplement pursuant to Section 5.5(b), the Buyer Basket shall be deemed to equal $4,125,000 and the Buyer Basket Tipping Point shall be deemed to equal $2,062,500; and (iii) the total aggregate amount of the liability of the Seller for Buyer Losses pursuant to Section 8.1(a) shall be limited to $16,700,000 (the “Buyer Cap”). Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses Seller Fundamental Representations and the representations and warranties set forth in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”Section 3.15(d), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a3.15(e), after which and Section 3.17 shall not be subject to the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of Buyer Mini-Basket, the Deductible. (a) The Buyer Basket or the Buyer Cap; provided, that the total aggregate amount of the liability of the Shareholder Seller for Purchaser Buyer Losses arising under Section 3.15(d), Section 3.15(e), and Section 3.17 shall be limited to ten percent (10%) $167,000,000; provided, further, that in no event shall the Seller be responsible for any liability under this Agreement in an amount in excess of the Purchase Price (the “Cap”)proceeds received by it hereunder. (b) Neither the Single Claim Amount nor the Deductible The amount of any and all Losses under this Article VIII shall apply be determined net of any amounts actually recovered pursuant to any Purchaser Losses insurance, indemnity, reimbursement arrangement, or similar contract or other recovery available to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (iin each case, net of any fees, expenses or Taxes incurred in connection therewith, including increased premiums) (each, an “Alternative Recovery”). The Indemnified Party will, subject applicable Law and Contract, use commercially reasonable efforts to seek recovery under all such Alternative Recoveries with respect to any Loss to substantially the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder; provided, that the foregoing clause shall not be deemed to require that any Indemnified Party commence, defend or participate in litigation. In the event that the Indemnified Party receives recovery of any amount pursuant to Section 10.1(b)an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related the Indemnified Party will promptly refund an equal amount to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Indemnifying Party. (c) Payments All Losses shall be determined without duplication of recovery by an Indemnifying Party reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. No Losses may be recovered under this Article VIII to the extent such Losses were taken into account as Closing Indebtedness, Closing Transaction Expenses or Closing Aggregate Deferred Revenue in the adjustment of the Purchase Price pursuant to Section 10.1 or Section 10.2 in respect of 2.6. No Indemnified Party will have any Purchaser right to make a claim for any Loss or Shareholder Loss shall be limited under this Article VIII except to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the extent such Indemnified Party (or the Company or believes in good faith that it is reasonably likely to, in fact, incur such Loss, and in no event can any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementArticle VIII unless and until a Loss is actually incurred. (d) In no event shall any Indemnifying Party be liable to party hereto have any Indemnified Party liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, exemplary, consequential, special (i) punitive or indirect exemplary damages, including loss of future revenue (ii) unforeseeable consequential or income, loss of business reputation unforeseeable special damages or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or (iii) any damages based on any type a multiple of multiple (earnings, in each case except to the extent such types of damages constitute losses paid or required to be paid by an Indemnified Party to a third party as a result of any claim)party.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder Seller for indemnification under this Article X Section 9 for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths (excluding all Purchaser Losses in respect of one percent (0.75%) of the Purchase Price any single claim which do not exceed US$100,000, for which no claim for indemnification may be made (the “DeductibleThreshold Amount”)) exceeds US$10,000,000 (the “Purchaser Basket”), but in which event the Purchaser Indemnified Parties may claim indemnification only if with respect to the amount of such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) Purchaser Basket. The total aggregate amount liability, other than Excluded Liabilities pursuant to Section 1.4(j), of the liability of the Shareholder Seller for Purchaser Losses with respect to any and all claims made pursuant to Section 9 shall be limited to ten percent (10%) of the Purchase Price US$137,500,000 (the “Indemnity Cap”). (b) Neither . Notwithstanding anything to the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses contrary set forth herein, (i) pursuant the Threshold Amount and the Purchaser Basket shall not apply to the Seller’s indemnification obligations (x) based on Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e9.1(c) or Section 10.1(f), or (iiy) in respect arising out of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The 5.16; (ii) the Indemnity Cap shall not apply to the Seller’s indemnification obligations arising out of (x) any Purchaser Losses of the Excluded Liabilities falling under clauses (b) through (i) pursuant to and clauses (k) through (p) of Section 10.1(b), Section 10.1(c), or Section 10.1(d) 1.4 or (iiy) in respect of any fraud claim or any claim related to a breach of Section 4.12.1(b), Section 4.22.3(b), Section 4.3, Section 4.4, Section 4.14 5.9 or Section 4.25. 5.13; and (ciii) Payments by an Indemnifying Party the total aggregate liability of the Seller for Purchaser Losses with respect to any and all claims made pursuant to Section 10.1 or Section 10.2 in respect 9 that arise out of any Purchaser Loss or Shareholder Loss of the Excluded Liabilities falling under clause (j) of Section 1.4 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts a separate indemnity cap equal to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementUS$68,750,000. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim against Sellers for indemnification under this Article X Section 9.1(a) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%on a cumulative basis $50,000) of the Purchase Price (the “DeductiblePurchaser Liability Cushion”), but only if such in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses also meet and not merely the requirements portion of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of $50,000; provided, that Purchaser Losses arising out of (i) any of the DeductibleSpecified Representations, (ii) any Excluded Liability, (iii) any breach of any covenant, obligation or undertaking of a Seller in this Agreement (including, without limitation, those to be performed or which arise after the Closing), (iv) any claim arising out of or based on fraud or intentional misrepresentation by a Seller, and (v) in each case claims for indemnification made thereunder (collectively, all such Purchaser Losses referred to in this proviso being referred to as “Non-Deductible Claims”), shall, subject to the provisions of Section 9.5(b), be indemnified in their entirety by the Indemnifying Party and shall not be subject to the limitations set forth in this Section 9.5. The Non-Deductible Claims will not count towards or reduce the Purchaser Liability Cushion. (ab) The total aggregate amount of the liability of the Shareholder Sellers for Purchaser Losses with respect to any claims made pursuant to Section 9.1(b) (other than Non-Deductible Claims) shall be limited to ten percent (10%) of the Purchase Price (paid and payable as of the “Cap”). (b) Neither end of the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25Enterprise Earn-Out Period. The Cap foregoing limitation on indemnification in this Section 9.5(b) shall not apply to any Purchaser Losses indemnification claim (i) pursuant arising from any circumstance of which a Seller had Knowledge on or prior to Section 10.1(b), Section 10.1(c), or Section 10.1(d) the Closing Date or (ii) in respect involving fraud, willful concealment or the commission of any fraud claim or any claim related to crime by a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25Seller. (c) Payments by an Indemnifying Party pursuant The parties agree that with respect to Section 10.1 any representation or Section 10.2 warranty, if such representation or warranty contains a materiality qualification (e.g., “material,” “materially,” “material to the Business,” “in respect all material respects,” “Material Adverse Effect,” or similar qualifiers), then solely for purposes of this Article IX, the threshold for determining whether a breach of such representation or warranty has occurred, individually or in the aggregate together with any breaches of any Purchaser Loss other representations and warranties (whether or Shareholder Loss not such representations and warranties contain materiality qualifications), shall be limited Purchaser Losses in excess of the Purchaser Liability Cushion (without separately giving effect to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claimmateriality qualification).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser the Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Party Parties harmless shall be indemnified by limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 10.1 unless and until the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Buyer Indemnified Parties shall have suffered Buyer Losses in excess of $75,000 1,500,000 (the “Single Claim Threshold Amount”) and (ii) unless and until in the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of aggregate, in which case the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Buyer Indemnified Parties shall only be obligated for such aggregate Purchaser entitled to recover the amount of Buyer Losses in excess of the Deductible. Threshold Amount; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (ai) The total aggregate amount of pursuant to Sections 10.1(a)(i) with respect to the liability of Fundamental Representations, (ii) pursuant to Article XII, (iii) pursuant to Section 10.1(a)(ii) with respect to covenants to be performed after the Shareholder Closing, (iv) pursuant to Section 10.1(a)(iii) or (v) for Purchaser Losses fraud, in each case, shall not be limited subject to ten percent (10%) of the Purchase Price (the “Cap”).Threshold Amount; (b) Neither in no event shall the Single Claim aggregate amount of indemnity required to be paid by the Seller pursuant to Section 10.1 or otherwise exceed the Indemnity Escrow Amount nor (the Deductible shall apply to any Purchaser “Buyer Cap”); provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.1(b)10.1(a)(i) with respect to the Fundamental Representations, Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related pursuant to a breach of Section 4.1Article XII, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (iiii) pursuant to Section 10.1(b)10.1(a)(ii) with respect to covenants to be performed after the Closing, (iv) pursuant to Section 10.1(c), or Section 10.1(d10.1(a)(iii) or (iiv) for fraud ((i)-(v), the “Special Indemnities”), in respect of any fraud claim or any claim related each case, shall not be subject to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.the Buyer Cap but shall in no event exceed the Purchase Price; (c) Payments notwithstanding anything set forth herein to the contrary, other than indemnification obligations of the Seller with respect to the Special Indemnities, (i) any indemnification obligation of the Seller under this Agreement shall be satisfied solely from the Indemnity Escrow Fund and (ii) if the Indemnity Escrow Fund is insufficient to satisfy the Buyer Losses, then the Buyer Losses in question will remain unsatisfied; (d) notwithstanding anything set forth herein to the contrary, all the indemnification obligations of the Seller (including with respect to the Special Indemnities) shall be first paid out of (and otherwise reduce the remaining amount of) the Indemnity Escrow Fund before any claim is made against any other Person thereafter; (e) for purposes of computing the aggregate amount of indemnifiable claims against the Seller, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an Indemnifying Party amount equal to, and any payments by the Seller pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to to, the amount of any liability or damage such Buyer Losses that remains remain after deducting therefrom (i) any third party insurance proceeds proceeds, and any indemnity, contribution contributions or other similar payment actually received from any third party with respect thereto, and (ii) any net Tax benefit (calculated without regard to any Transaction Deductions) actually realized in the taxable year of the indemnification payment by the a Buyer Indemnified Party or any Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (f) the amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Closing Date Indebtedness Statement or the Company or any of its SubsidiariesFinal Closing Statement; (g) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements claim for any Losses before seeking indemnification under this Agreement. (d) In , no event Party shall be required to indemnify any Indemnifying Party be liable to any Indemnified Party Person for any punitive, incidentalspecial, exemplary, consequential, special exemplary or indirect consequential damages, including loss of future revenue profit or incomerevenue, any multiple of reduced cash flow, interference with operations, or loss of business reputation tenants, lenders, investors or opportunity relating to the breach or alleged breach of this Agreementbuyers, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses for amounts paid to a third party where any of the foregoing are awarded pursuant to a Third Party Claim that is subject to indemnification hereunder; (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article X shall be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate; provided, that an Indemnified Party’s obligation to mitigate any Loss shall not include any obligation or requirement that (i) such Indemnified Party or any of his or its Affiliates assume or incur any material Liability or (ii) would reasonably be expected to materially disrupt, or otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (i) in any case where a Buyer Indemnified Party recovers from any third party any net amount in respect of a matter with respect to which the Seller has indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Seller the amount so recovered; and (j) any indemnity payment under this Agreement pursuant to this Article X shall be treated as a result of any claim)an adjustment to the Purchase Price for U.S. federal income tax purposes.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Party Parties harmless shall be indemnified by limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Buyer Indemnified Parties shall have suffered Buyer Losses in excess of $75,000 468,500 (the “Single Claim Deductible Amount”) and (ii) unless and until in the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of aggregate, in which case the Purchase Price (the “Deductible”), but Buyer Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Buyer Losses in excess of the Deductible. Deductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (ai) The total aggregate amount of Fundamental Representations or (ii) Fraud shall not, in each case, be subject to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).Deductible Amount; (b) Neither in no event shall the Single Claim Amount nor the Deductible shall apply aggregate amount of indemnity required to any Purchaser Losses (i) be paid by Seller pursuant to Section 10.1(b)9.2(a) exceed the Cap Amount; provided, that the limitation set forth in this Section 10.1(c), Section 10.1(d), Section 10.1(e9.6(b) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or Section 10.1(dindirectly involved in any Fraud) or (ii) the matters referred in respect of any fraud claim or any claim related to a breach of Section 4.1, 9.2(b) through Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.9.2(i); (c) Payments no Losses may be claimed by an Indemnifying any Buyer Indemnified Party pursuant to Section 10.1 9.2(h) or shall be reimbursable by, Seller, other than Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Environmental Threshold Amount”) resulting from a single claim or aggregated claims; (d) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to Section 10.2 9.2(h) exceed Two Million Dollars ($2,000,000); (e) notwithstanding anything to the contrary contained in respect Section 9.2, but subject to the other limitations contained in this Article IX, any liability for indemnification obligations for Buyer Losses under Section 9.2(a) shall be satisfied solely up to the Cap Amount and, in the event that a claim for indemnification is made pursuant to Section 9.2 in excess of the Cap Amount, then such Buyer Losses will remain unsatisfied other than as covered by the R&W Policy and no Buyer Indemnified Party shall be entitled to recover any Purchaser Loss or Shareholder Loss such shortfalls from Seller; (f) for purposes of computing the aggregate amount of indemnifiable claims against Seller, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2 shall be limited to to, the amount of any liability or damage such Buyer Losses that remains remain after deducting therefrom any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received by payable; (g) the amount of indemnity payable pursuant to Section 9.2 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Working Capital Statement; (h) any Indemnified Party (or the Company or any that becomes aware of its Subsidiaries) in respect of any such claim. The Indemnified Party a Loss for which it seeks indemnification under this Article IX shall be required to use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements mitigate such Loss and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (i) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which Seller has made indemnification payments to Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the lesser of the amount so recovered and the aggregate of such indemnification payments; (j) the liability of Seller for Buyer Losses before seeking shall be considered in the aggregate and shall be determined on a cumulative basis so that all Buyer Losses incurred under Article IX shall be combined for purposes of determining limitations on liability, including the maximum liability amounts described above; (k) in any claim for indemnification under this Agreement. (d) In , no event Party shall be required to indemnify any Indemnifying Party be liable to any Indemnified Party Person for any punitive, incidental, exemplary, consequential, special punitive or indirect exemplary damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses are payable pursuant to a third party Third-Party Claim; (l) any indemnity payment under this Agreement shall be treated as a result an adjustment to the Purchase Price for U.S. federal income tax purposes; and (m) for the avoidance of doubt, this Section 9.6 shall not apply to any claimliability for indemnification obligation arising under Section 7.2(f).

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder Sellers for indemnification under this Article X XI for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $500,000 (the “DeductibleThreshold Amount”), but in which event the Purchaser Indemnified Parties may recover only if the amount of such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the DeductibleThreshold Amount; provided, however, that claims with respect to the Seller Fundamental Representations, the Seller Fundamental Obligations, Section 5.14 (Tax Returns; Taxes), Section 5.22 (Transactions with Affiliates) and Section 7.13 (Tax Matters) shall not be subject to the limitations set forth in this Section 11.5(a). (ab) The total Notwithstanding anything to the contrary set forth in this Agreement, the Seller Indemnified Parties shall not make a claim against Purchaser for indemnification under this Article XI for Seller Losses unless and until the aggregate amount of such Seller Losses exceeds the liability Threshold Amount, provided, however, that claims with respect to the Purchaser Fundamental Representations and the Purchaser Fundamental Obligations shall not be subject to the limitations set forth in this Section 11.5(b). (c) The Sellers shall not be required to pay an aggregate amount in excess of $8,000,000 in respect of Purchaser Losses; provided, however, that claims with respect to the Shareholder for Purchaser Losses Seller Fundamental Representations, the Seller Fundamental Obligations, Section 5.14 (Tax Returns; Taxes), Section 5.22 (Transactions with Affiliates) and Section 7.13 (Tax Matters) shall not be limited subject to ten percent (10%) such limitation; provided, further, that in no event shall the Sellers be required to pay an aggregate amount in excess of the Purchase Price Price, as adjusted pursuant to this Agreement (the “Cap”), under this Article XI in respect of Purchaser Losses. (bd) Neither Purchaser shall not be required to pay an aggregate amount in excess of $8,000,000 in respect of Seller Losses; provided, however, that claims with respect to the Single Claim Amount Purchaser Fundamental Representations and the Purchaser Fundamental Obligations shall not be subject to such limitation; provided, further, that in no event shall Purchaser be required to pay an aggregate amount in excess of the Cap under this Article XI in respect of Seller Losses. (e) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties, in respect of such Purchaser Losses or Seller Losses, as applicable, (such amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an any claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof or have any subrogation rights with respect thereto. It is expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. To mitigate the amount of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Agreement, each Party will use commercially reasonable efforts to obtain any and all amounts recoverable under insurance policies which would reduce a claim for indemnification; provided, however, that, except as provided in Section 11.5(f), neither Purchaser nor the Deductible Sellers shall apply be required to first pursue such insurance policies prior to pursuing any of Purchaser’s or the Sellers’ respective other rights or remedies. (f) In connection with any Purchaser Losses for which any Purchaser Indemnified Party is entitled to indemnification pursuant to Section 11.1(h), the Purchaser Indemnified Party shall use commercially reasonable efforts to obtain any and all amounts recoverable under the Product Liabilities Policy or any replacement policy in respect thereof prior to seeking satisfaction of any such indemnification obligations directly from the Sellers, and no amount shall be recovered by a Purchaser Indemnified Party pursuant to Section 11.1(h) unless and until the earliest of (i) the date on which such Purchaser Indemnified Party has been denied insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof, (ii) the date on which such Purchaser Indemnified Party has exhausted the applicable coverage amount for such Purchaser Losses under the Product Liabilities Policy or any replacement policy in respect thereof or (iii) the date that is six (6) months after which such Purchaser Indemnified Party initiates its claim for insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof, if such Purchaser Indemnified Party has theretofore used commercially reasonable efforts to obtain any and all amounts recoverable under the Product Liabilities Policy or such replacement policy but has not as of such date obtained pursuant thereto the full amount to which such Purchaser Indemnified Party is entitled in respect of such claim, it being understood that any such Purchaser Indemnified Party shall be entitled to give the putative Indemnifying Party notice of such claim for indemnity pursuant to Section 11.1(h) at any time on or after it initiates a claim for insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof. Notwithstanding such denial, exhaustion or other failure to obtain coverage, the applicable Purchaser Indemnified Party shall be required to use commercially reasonable efforts to seek coverage under Product Liabilities Policy or any replacement policy in respect thereof and to seek recovery from the insurer thereunder in the event such coverage is reinstated. Any such recovery under Product Liabilities Policy or any replacement policy in respect thereof shall be treated in accordance with the provisions of Section 11.5(e) above. (g) The amount of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Agreement will be reduced (or subject to partial repayment) to take account of any permanent, net Tax benefit actually realized by the Indemnified Party in cash, cash equivalents or the reduction in any amount then payable, arising from the incurrence or payment of any such Purchaser Losses or Seller Losses, as applicable (determined (i) after taking into account any Tax detriment arising from the receipt of the indemnification payment hereunder and (ii) only taking into account the indemnification payments hereunder after any and all other items of income, gain, loss deduction or credit of the Indemnified Party, and any applicable Affiliates). (h) Notwithstanding anything to the contrary set forth in Section 11.1, the Sellers will not have any obligation to indemnify any Purchaser Indemnified Party with respect to any matter if the Purchaser Losses arise from a change in the accounting or Tax policies or practices of the Company or its Subsidiaries after the Closing Date, unless such change was required to be made in order to comply with GAAP or applicable Tax Law, in each case, in effect as of the date of this Agreement. (i) Notwithstanding anything to the contrary set forth in Section 11.1 or Section 11.2, no Party will be entitled to recovery under Section 11.1 or Section 11.2 for Purchaser Losses or Seller Losses, as applicable, to the extent speculative, remote or not reasonably foreseeable (it being understood that any Purchaser Losses or Seller Losses required to be paid by an Indemnified Party to a third party that is not an Affiliate of Guarantor shall be deemed reasonably foreseeable for purposes hereof), and in no event shall Purchaser Losses or Seller Losses, as applicable, include punitive or exemplary damages, except to the extent required to be paid to a third party that is not an Affiliate of Guarantor ; provided, however, that in no event shall any Purchaser Indemnified Party be entitled to recovery under Section 11.1 for Purchaser Losses (i) pursuant to Section 10.1(bresulting from any claim against Guarantor by any one or more of its shareholders, in its or their capacity as such (including derivative claims brought by such shareholder(s) in the name of Guarantor), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f)notwithstanding whether such claim is characterized as a third-party claim, or (ii) in respect of a diminution in the stock price of Guarantor (it being understood that neither (i) nor (ii) shall prohibit a Party from recovery under Section 11.1 for Purchaser Losses resulting from the underlying cause of, or the facts, circumstances or occurrences giving rise or contributing to, any fraud such claim against, or diminution in the stock price of, Guarantor); provided, further, that if an Indemnifying Party shall not have been properly notified of a claim for indemnity under Section 11.1 prior to the one (1) year anniversary of the Closing Date, in no event shall any Purchaser Indemnified Party be entitled to recovery under Section 11.1 for Purchaser Losses in respect of such claim related to the extent determined (or increased) based on any diminution in value based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by Purchaser in its valuation of the Company and its Subsidiaries or the Business. (j) The Sellers shall be jointly and severally liable for any Purchaser Losses up to the amount of the Indemnity Holdback and any Purchaser Indemnified Party shall initially seek satisfaction of any such joint and several indemnification obligations from the Indemnity Holdback. If the Indemnity Holdback has been released or exhausted, (i) the Sellers shall thereafter be jointly and severally liable for any Purchaser Losses arising under Section 11.1(b), Section 11.1(d), Section 11.1(f), Section 11.1(g), Section 11.1(h), Section 11.1(i), Section 11.1(j), Section 11.1(k), Section 11.1(l), Section 11.1(m), Section 11.1(n) or Section 7.13 and (ii) each Seller shall thereafter be severally liable for any Purchaser Losses arising under Section 11.1(a), Section 11.1(c) or Section 11.1(e), but in no event shall the aggregate amount of Purchaser Losses recoverable from any Seller by the Purchaser Indemnified Parties pursuant to this Article XI exceed the portion of the Purchase Price received by such Seller (including the portion of the Indemnity Holdback attributable to such Seller). In addition, in no event shall a Purchaser Indemnified Party be entitled to indemnification pursuant to Sections 11.1(l), 11.1(m), or 11.1(n) to the extent that such Purchaser Indemnified Party is indemnified for such amounts pursuant to Section 10.1 of any Minority Purchase Agreement. (k) Any Purchaser Losses for which any Purchaser Indemnified Party is entitled to indemnification under this Article XI shall be determined without duplication of recovery by reason of the state of facts giving rise to such Purchaser Losses constituting a breach of more than one representation and warranty or covenant. (l) The indemnification limitations set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap 11.5 shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), claims arising out of or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach intentional breach, fraud or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)willful misconduct.

Liability Limits. Notwithstanding anything to the contrary set ---------------- forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against MSAI or the Shareholder Seller for indemnification under this Article X Section 10.01(d) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds threeOne-fourths of one percent Hundred Fifty Thousand Dollars (0.75%$150,000.00) of the Purchase Price (the “Deductible”"Purchaser Basket"), but only if such in ---------------- which event the Purchaser Losses also meet Indemnified Parties may claim indemnification for all Purchaser Losses, including the requirements of clause initial $150,000.00; provided, however, that (i) -------- ------- the Surviving Representations shall not be subject to the Purchaser Basket, and (ii) for purposes of this Section 10.5(a)calculating the Purchaser Basket, after which the Shareholder dollar value of any breaches of any representation or warranty shall only be obligated for calculated without reference to any materiality or adverse effect qualifier or exception set forth in such aggregate Purchaser Losses in excess of the Deductible. (a) representation or warranty. The total aggregate amount of the liability of the Shareholder Company and the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(d) shall be limited to ten percent an amount equal to Four Million Fifty-Thousand Dollars (10%$4,050,000) (the "Purchaser Cap"): provided, however, ------------- -------- ------- that the total aggregate amount of the Purchase Price (liability of the “Cap”). (b) Neither Company and the Single Claim Amount nor the Deductible Seller for Purchaser Losses arising out of fraud, willful misconduct or a violation of applicable securities or other laws shall apply not be subject to any limits. In addition, the aggregate liability of Purchaser Losses (i) pursuant and Parent to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the all Seller Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements Parties for any Seller Losses before seeking indemnification under this Agreement. (d) In no event shall associated with any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach failure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or diminution arising from any inability of value or any damages based on any type of multiple (except Seller to sell the extent such types of damages constitute losses to a third party as a result of any claim)Issued Securities in the public market, shall not exceed $500,000.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser any Indemnifying Party’s obligations to indemnify and hold any Indemnified Party harmless shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.4(a), as the case may be, unless and until the applicable Indemnified Party shall have incurred Buyer Losses, in the case of the Buyer Indemnified Parties, or Seller Losses, in the case of the Seller Indemnified Parties, in excess of 1% of the Base Purchase Price (the “Deductible Amount”) in the aggregate, in which case the applicable Indemnified Party shall be indemnified by entitled to recover only such Buyer Losses, in the Shareholder under this Article X case of the Buyer Indemnified Parties, or such Seller Losses, in the case of the Seller Indemnified Parties, pursuant to Section 7.1(a) or Section 7.4(a), as the case may be, in excess of the Deductible Amount; provided that amounts of indemnity for any Purchaser Buyer Losses (ipursuant to Section 7.1(a) with respect to any breach of any Company Fundamental Representation or any Seller Fundamental Representation or Seller Losses pursuant to Section 7.4(a) with respect to any breach of any Buyer Fundamental Representation, as the case may be, shall not be subject to the Deductible Amount; provided further that, in respect of Section 7.1(a), no claim unless such for Buyer Losses may be made, and no Buyer Losses shall be applied against the Deductible Amount for any claim involves Purchaser that does not cause Buyer Losses in an amount in excess of $75,000 50,000 (it being understood that any series of claims arising out of common facts or circumstances may be aggregated for this provision); provided further that, in respect of Section 7.4(a), no claim for Seller Losses may be made, and no Seller Losses shall be applied against the “Single Claim Amount”Deductible Amount for any claim that does not cause Seller Losses in an amount in excess of $50,000 (it being understood that any series of claims arising out of common facts or circumstances may be aggregated for this provision); (b) and (ii) unless and until In no event shall the aggregate amount of such Purchaser Losses exceeds three-fourths indemnity required to be paid by (i) Seller or any of one percent (0.75%its Affiliates pursuant to Section 7.1(a) exceed 5% of the Base Purchase Price (the “DeductibleIndemnification Cap”), but only and if the Indemnification Cap is insufficient to satisfy any amount of such Purchaser Losses also meet the requirements of clause (i) of this Buyer Loss pursuant to Section 10.5(a7.1(a), after which the Shareholder shall only be obligated for then such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses such Buyer Loss shall remain unsatisfied and no Buyer Indemnified Party shall be limited entitled to ten percent (10%recover such shortfall from Seller or any of its Affiliates through an indemnity claim pursuant to Section 7.1(a); provided that amounts of indemnity for Buyer Losses pursuant to Section 7.1(a) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply with respect to any Purchaser Losses breach of any Company Fundamental Representation or Seller Fundamental Representation shall not, in each case, be subject to the Indemnification Cap nor included for purposes of calculating the Indemnification Cap or (iii) Buyer or any of its Affiliates (including any Company Group Member) pursuant to Section 10.1(b)7.4(a) exceed the Indemnification Cap, Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect and if the Indemnification Cap is insufficient to satisfy any amount of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) such Seller Loss pursuant to Section 10.1(b7.4(a), then such amount of such Seller Loss shall remain unsatisfied and no Seller Indemnified Party shall be entitled to recover such shortfall from Buyer or any of its Affiliates (including any Company Group Member) through an indemnity claim pursuant to Section 10.1(c7.4(a), or ; provided that amounts of indemnity for Seller Losses pursuant to Section 10.1(d7.4(a) or (ii) in with respect to any breach of any fraud claim or any claim related Buyer Fundamental Representation shall not, in each case, be subject to a breach the Indemnification Cap nor included for purposes of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.calculating the Indemnification Cap; (c) Payments by an Indemnifying Party Except with respect to the indemnity payable pursuant to Section 10.1 or Section 10.2 7.2, in respect of any Purchaser Loss or Shareholder Loss no event shall be limited to the aggregate amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnityindemnity required to be paid by Seller, contribution or other similar payment received by the Indemnified Party (or the Company Buyer or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts their respective Affiliates pursuant to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementAgreement exceed the Purchase Price. (d) In no event The amount of each claim for Losses by an Indemnified Party shall be deemed to be an amount equal to, and any payments by an Indemnifying Party shall be liable limited to, the amount of such Losses that remain after deducting therefrom any third party insurance proceeds actually received; provided, that the amount of third party insurance proceeds deemed to be actually received shall be net of (i) any deductible and any increase in premiums arising from such Losses and (ii) any other costs, expenses, Taxes or fees incurred in connection with receipt of such amounts. (e) The amount of indemnity payable pursuant to Section 7.1 with respect to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except Buyer Loss shall be reduced to the extent such types Buyer Loss is reflected on the Final Net Working Capital Schedule; (f) Any Indemnified Party that becomes aware of damages constitute losses a Loss for which it seeks indemnification under this Article VII shall be required to use commercially reasonable efforts to mitigate such Loss in accordance with applicable Law, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to so mitigate; provided, however, that notwithstanding the foregoing, no Indemnified Party shall be required to (i) take any action that could reasonably be expected to be detrimental to its reputation or its business or (ii) commence or initiate Litigation or otherwise make any claim against any customer of such Indemnified Party or one of its Affiliates. The reasonable costs and expenses of such mitigation efforts shall be included in the Losses for which an indemnified person is entitled to indemnification hereunder; (g) No Party shall have any liability for any Buyer Loss or Seller Loss, as the case may be, that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Seller, Buyer and/or any of their respective Affiliates after the Closing; (h) In any case where a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be, recovers from any third party any amount in respect of a matter with respect to which such Buyer Indemnified Party or Seller Indemnified Party has already been indemnified pursuant to this Agreement, such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall promptly pay over to the Indemnifying Party an amount equal to the lesser of the amount recovered from such third party, and the amount so paid by such Indemnifying Party in respect of such matter; and (i) For purposes of determining whether there has been a result breach of any claim)representation or warranty contained in this Agreement and the amount of any Loss arising from such a breach, in each case, for purposes of determining indemnification pursuant to this Article VII, the determination shall be made disregarding any materiality, Material Adverse Effect or similar qualifications that may be contained therein.

Liability Limits. Notwithstanding anything to the contrary ----------------- set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against CTSI or the Shareholder Seller for indemnification under this Article X Section 10.01 (d) for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds threeFour-fourths of one percent Hundred Thousand Dollars (0.75%$400,000.00) of the Purchase Price (the “Deductible”"Purchaser Basket"), but only if such ---------------- in which event the Purchaser Losses also meet Indemnified Parties may claim indemnification for all Purchaser Losses, including the requirements of clause initial $400,000.00; provided, however, that (i) the Surviving Representations shall not be subject -------- ------- to the Purchaser Basket, and (ii) for purposes of this Section 10.5(a)calculating the Purchaser Basket, after which the Shareholder dollar value of any breaches of any representation or warranty shall only be obligated for calculated without reference to any materiality or adverse effect qualifier or exception set forth in such aggregate Purchaser Losses in excess of the Deductible. (a) representation or warranty. The total aggregate amount of the liability of the Shareholder Company and the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(d) shall be limited to ten an amount equal to fifteen percent (1015%) of the Purchase Price (the “"Purchaser --------- Cap”"). (b) Neither ; provided, however, that the Single Claim Amount nor total aggregate amount of the Deductible liability of --- -------- ------- the Company and the Seller for Purchaser Losses arising out of fraud, willful misconduct, or a violation of applicable securities or other laws shall apply not be subject to any limits. In addition, the aggregate liability of Purchaser Losses (i) pursuant and Parent to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the all Seller Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements Parties for any Seller Losses before seeking indemnification under this Agreement. (d) In no event shall associated with any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach failure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or diminution arising from any inability of value or any damages based on any type of multiple (except Seller to sell the extent such types of damages constitute losses to a third party as a result of any claim)Issued Securities in the public market, shall not exceed $4,000,000.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible.: (a) The total aggregate amount of the liability of the Shareholder Sellers and Shareholders shall only be liable for Purchaser Losses shall be limited arising hereunder solely to ten percent the extent that any such Purchaser Losses exceed, in the aggregate, One Hundred Thousand Dollars (10%$100,000) (the "SAI Basket Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 5.8(c) or 8.1 (a), (c) and (d) of this Agreement, arising under or incurred in connection with any of the Purchase Price (matters listed on Exhibit 1.10(g) hereto, or arising out of or relating to any of the “Cap”)pending, threatened or other claims identified on Annex 3.9 to the Sellers Disclosure Letter shall not be subject to the SAI Basket Amount, nor shall the amount of any such Purchaser Losses be included with other Purchaser Losses in determining whether such SAI Basket Amount has been reached. (b) Neither The indemnification obligations of the Single Claim Amount nor Sellers and Shareholders hereunder shall not exceed in the Deductible shall apply aggregate Three Million Dollars ($3,000,000) (the "Sellers' Cap Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 5.8(c) or 8.1 (a), (c) and (d) of this Agreement, arising under or incurred in connection with any of the matters listed on Exhibit 1.10(g) hereto, or arising out of or relating to any of the pending, threatened or other claims identified on Annex 3.9 to the Sellers Disclosure Letter shall not be subject to the Sellers' Cap Amount and there shall be no limitation on the indemnification obligations of the Sellers with respect to Purchaser Losses (i) arising under or pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25such provisions. (c) Payments by an Indemnifying Party pursuant to For purposes of the indemnification obligations of the Sellers under this Article 8 and the applicable representations and warranties of the Sellers and Shareholders set forth in Article 3 hereof (but not for purposes of determining the satisfaction of the conditions set forth in Section 10.1 or Section 10.2 in respect of any 6.2(a) and (b) hereof), a Purchaser Loss or Shareholder Loss series of related Purchaser Losses shall be limited deemed to have a Material Adverse Effect on the amount Business if such Purchaser Loss or series of any liability related Purchaser Losses exceeds Twenty Thousand Dollars ($20,000); provided, however, that for purposes of determining the satisfaction of the SAI Basket Amount under Section 8.5(a), all representations, warranties, covenants, agreements or damage that remains after deducting undertakings referred to in Section 8.1 (b) and (c) hereof shall be read so as to exclude therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party term "material" (or similar works of like import) and the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification effect thereof under this AgreementArticle 8. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party (a) The Seller shall be indemnified by the Shareholder under this Article X not have any indemnification obligations for any Purchaser Losses with respect to claims made pursuant to Section 7.1(a) or Section 7.1(b) in respect to each individual item, or group of items arising out of the same event unless the aggregate amount of all such Purchaser Losses exceed Fifty Thousand Dollars (i$50,000), and once such amount is exceeded Purchaser may recover all Purchaser Losses, including the initial Fifty Thousand Dollars ($50,000) of Purchaser Losses, and the total aggregate liability of the Seller for Purchaser Losses with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”claims made pursuant to Section 7.1(a) and (iior Section 7.1(b) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%the Cap Amount. Notwithstanding the foregoing, the limitations set forth in this Section 7.5(a) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses arising out of or related to (i) fraud, intentional misrepresentation or intentional breach, (ii) claims made pursuant to Section 10.1(b7.1(c), Section 10.1(c7.1(d) or Section 7.1(e), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of any Fundamental Representation, and the Seller shall be liable for all Purchaser Losses with respect thereto; provided, however, the total aggregate liability of the Seller for such Purchaser Losses shall be limited to the Aggregate Cap Amount. All payments made by the Seller for Purchaser Losses with respect to claims made pursuant to Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 7.1(a) or Section 4.257.1(b) under this Agreement shall be made exclusively by reduction, forfeiture or return, as the case may be, of the Closing Shares and/or any shares of Parent Common Stock paid or payable to the Seller in connection with any Earnout Payment and by reduction of the amount payable to the Seller under any Note, in each case in proportion to the amounts payable pursuant to the Closing Shares and/or any shares of Parent Common Stock actually paid to the Seller in connection with any Earnout Payment, on the one hand, and the amount payable to the Seller under any Note, on the other hand. The set-off against the Closing Shares and/or shares of Parent Common Stock and against the amounts payable to the Seller under any Note as provided for in the immediately preceding sentence shall constitute the Purchaser’s sole and exclusive remedy against the Seller under this Agreement and pursuant to this Section 7 with respect to claims made pursuant to Section 7.1(a) or Section 7.1(b). If any such set-off is made, the value assigned to the Closing Shares or other shares of Parent Common Stock, as the case may be, shall be the average per share closing price of Parent Common Stock as reported in The Wall Street Journal for each of the thirty (30) consecutive trading days ending with the third trading day immediately preceding the date such Closing Shares and/or shares of Parent Common Stock are used to set-off any amount or right it may be entitled to pursuant to this Section 7. (b) The total aggregate liability of the Purchaser for Seller Losses with respect to any claims made pursuant to Section 7.2 shall be limited to the Cap Amount. Notwithstanding the foregoing, the limitations set forth in this Section 7.5(b) shall not apply to any Seller Losses arising out of or related to fraud, intentional misrepresentation or intentional breach. (c) Payments by Notwithstanding the foregoing or anything to the contrary set forth in this Section 7 or otherwise in this Agreement, the Purchaser hereby acknowledges and agrees that no stockholder of the Seller shall be liable for, and neither the Purchaser, the Parent nor any of their Affiliates shall seek from any stockholder of the Seller, an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect amount of Purchaser Losses greater than such stockholders’ pro rata share of any Purchaser Loss or Shareholder Loss Losses that exceed the Cap Amount and, irrespective of the foregoing, no stockholder of the Seller shall be limited liable for, and neither the Purchaser, the Parent nor any of their Affiliates shall seek from any stockholder of the Seller, under any circumstances whatsoever, any Purchaser Losses that exceed the portion of the Purchase Price actually received by such stockholder in connection with this Agreement and the consummation of the transactions contemplated hereby. All payments of any Purchaser Losses made by any stockholder of the Seller shall be made in the same form of consideration actually received by such stockholder and in the same proportions as actually received by such stockholder; provided that, (i) if any stockholder of Seller sells any shares of Parent Common Stock held by such stockholder for cash and (ii) all of the other shares of Parent Common Stock held by such stockholder have been used by such stockholder to pay for Purchaser Losses, the remaining payments of any Purchaser Losses made by such stockholder, if any, shall be made in cash and by forfeiture of the amount actually paid to the stockholder under any Note in proportion to the amounts actually paid to the stockholder in shares of Parent Common Stock, on the one hand, and actually paid to the stockholder under any Note, on the other hand; and, provided further, that the amount of cash that shall be payable by such stockholder in accordance with this Section 7.5(c) with respect to the shares of Parent Common Stock sold by such stockholder shall not exceed the lesser of (X) the value of such shares of Parent Common Stock as of the date set forth at the end of Section 7.5(a), or (Y) the amount of cash actually received by such stockholder in connection with such stockholder’s sale(s) of such shares of Parent Common Stock (i.e., net of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnitytaxes, contribution fees or other similar payment costs related to such sale(s)). For purposes of this Agreement, a stockholder’s “pro rata share” shall equal the percentage determined by dividing the portion of the Purchase Price actually received by such stockholder by the Indemnified Party (or total Purchase Price, in the aggregate, actually received by all of the stockholders of the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement(including all Earnout Payments). (d) In no event shall If the Seller distributes any Indemnifying Party be liable portion of the Purchase Price to any Indemnified Party for of its stockholders (any punitivesuch distribution, incidentalin each case, exemplarya “ Distribution”), consequentialthe Seller shall, special or indirect damageswithin ten (10) days following each Distribution, send written notice to the Purchaser setting forth the details of such Distribution, including loss the identity of future revenue or incomethe stockholder, loss the amount of business reputation or opportunity relating the Distribution and the form of consideration distributed to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to stockholder in connection with the extent such types of damages constitute losses to a third party as a result of any claim)Distribution.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party : (a) Neither any Seller nor any Shareholder shall be indemnified liable to Purchaser for Losses arising hereunder until the aggregate of such Losses incurred by Purchaser exceed $500,000 (the Shareholder under this Article X “Seller Basket Amount”); and then the Sellers and the Shareholders shall be liable for any Purchaser all such Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 250,000); provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b) or 2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Basket Amount, and the amount of any such Losses shall not be included with other Losses in determining whether the Seller Basket Amount has been reached. (b) Purchaser shall not be liable to any Seller or Shareholder for any Losses arising hereunder until the aggregate of such Losses incurred by such parties exceed $500,000 (the “Single Claim Purchaser Basket Amount”) and then Purchaser shall be liable for all such Seller Losses (iiin excess of $250,000); provided, however, that Losses arising under or pursuant to Section 1.03 or Section 9.01(b)(iii) unless of this Agreement or any breach of covenant shall not be subject to the Purchaser Basket Amount, and until that the amount of any such Losses shall not be included with other Losses in determining whether the Purchaser Basket Amount has been reached. (c) Except for Losses based on fraud (with respect to which there will be no limitation), the aggregate indemnification obligation of the Sellers and the Shareholders hereunder shall not exceed, in the aggregate, an amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) equal to the Cash Portion of the Purchase Price (the “DeductibleSeller Cap Amount”); provided, but only if however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Cap Amount and there shall be no limitation on the indemnification obligations of the Sellers and the Shareholders with respect to such Purchaser Losses. Except for Losses also meet the requirements of clause based on fraud (i) of this Section 10.5(awith respect to which there will be no limitation), after which the indemnification obligation of each Shareholder hereunder shall only not exceed the amount set forth opposite such Shareholder’s name below; provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and (e) or 2.25(a) or any breach of covenant shall be obligated for subject to such aggregate Purchaser Losses in excess limits and there shall be no limitation on the indemnification obligation of the Deductible.any Shareholder with respect to such Losses: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 5,335,000 ▇▇▇▇▇ ▇▇▇▇ $ 5,335,000 ▇▇▇ ▇▇▇▇▇▇ $ 330,000 (ad) The total aggregate Except for Losses based on fraud (with respect to which there will be no limitation), Purchaser’s indemnification obligations hereunder shall not exceed, in the aggregate, an amount of equal to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) Cash Portion of the Purchase Price (the “CapPurchaser Cap Amount”); provided, however, that Losses arising under or pursuant to Section 9.01(b)(iii) of this Agreement or any breach of covenant shall not be subject to the Purchaser Cap Amount and there shall be no limitation on the indemnification obligations of the Purchaser with respect to such Losses. (be) Neither Notwithstanding any provision hereof to the Single Claim Amount nor contrary, it is expressly acknowledged and agreed that the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect Loss incurred by the Sellers and the Shareholders as a result of any fraud claim or any claim related to a breach of Section 4.1the Purchaser’s representations and warranties set forth in Sections 3.07 through 3.11 above shall be calculated based solely on the diminution in value of the Restricted Shares resulting from such breach, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect and the amount of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder such Loss shall be limited to the amount difference, if a positive amount, between the value of any liability or damage that remains after deducting therefrom any insurance proceeds such Restricted Shares at $6.50 per share and any indemnity, contribution or other similar payment received by the Indemnified Party (or actual value of the Company or any Restricted Shares on the date of its Subsidiaries) in respect determination of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementLoss. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything (a) Subject to Section 10.9, the contrary set forth hereinSeller Parties, no Purchaser Indemnified Party in the aggregate shall not be indemnified by the Shareholder liable under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $100,000 (the “DeductibleBasket”), but only if such Purchaser Losses also meet in which event the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Seller Parties shall only be obligated liable for such aggregate all Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited Basket, up to ten percent (10%) of the Purchase Price an amount not to exceed $1,000,000 (the “Cap”); provided, however, the Surviving Obligations and the Seller Parties’ obligations under Sections 10.1(b)-(e) shall not be subject to, or apply toward satisfaction of, the Basket or the Cap. Subject to Section 10.9, the Seller Parties shall be liable for all Purchaser Losses with respect to a breach or inaccuracy of any Surviving Obligation up to an amount not to exceed $3,000,000 (the “Surviving Obligations Cap”); provided, however, the Seller Parties’ obligations under Sections 10.1(b)-(e) shall not be subject to, or apply toward satisfaction of, the Surviving Obligations Cap. The ▇▇▇▇▇▇▇▇▇ Family Trust and ▇▇▇▇▇▇▇▇▇ shall not be liable under this Article X for Purchaser Losses under Section 10.1(a) in an amount of more than the portion of the Total Consideration actually received by the ▇▇▇▇▇▇▇▇▇ Family Trust as a stockholder of the Seller in the aggregate, and the ▇▇▇▇▇▇▇▇▇ Family Trust and ▇▇▇▇▇▇▇▇▇ shall not be liable under this Article X for Purchaser Losses under Section 10.1(a) in an amount of more than the portion of the Total Consideration actually received by the ▇▇▇▇▇▇▇▇▇ Family Trust as a stockholder of the Seller in the aggregate. For any Purchaser Losses for which the Purchaser Indemnified Parties seek to recover from the ▇▇▇▇▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇▇▇▇ the Purchase Indemnified Parties shall use commercially reasonable efforts to obtain settlement or recovery from the ▇▇▇▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇, and for any Purchaser Losses for which the Purchaser Indemnified Parties seek to recover from the ▇▇▇▇▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇▇▇▇ the Purchase Indemnified Parties shall use commercially reasonable efforts to obtain settlement or recovery from the ▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇; provided, however, that the recovery priority established by this sentence shall not be construed as requiring that any Purchaser Indemnified Parties exhaust remedies or otherwise incur material additional costs or delays in seeking recovery under this Article X before proceeding directly against ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇. (b) Neither The Parties hereby acknowledge and agree that all qualifications in any representations and warranties as to or by material or materiality, including each reference to the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss defined term “Material Adverse Event,” shall be limited to ignored in determining the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of applicable Losses arising from any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies breach (but not ignored in determining whether or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to not the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claimhas occurred).

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser Seller’s obligation to indemnify, defend and hold harmless any Buyer Indemnified Party from Liability shall be indemnified by limited, in the Shareholder under this Article X for any Purchaser Losses aggregate, as follows: (i) with With respect to Liability due to Section 8.1(a) or Section 8.1(b) of this Agreement, except as otherwise provided, Seller’s obligation to indemnify, defend and hold harmless the Buyer Indemnified Parties shall not arise (i) for any claim unless such claim involves Purchaser Losses in excess of $75,000 individual Liability totaling less than Two Hundred Fifth Thousand Dollars (the “Single Claim Amount”US$250,000) and or (ii) unless and until until, after taking into account the aggregate amount other limitations of such Purchaser Losses exceeds three-fourths of this Section 8.4, the Buyer Indemnified Parties shall have suffered Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) which, in the aggregate, exceed one percent (0.751%) of the Purchase Price Price, in which case the Buyer Indemnified Parties shall then be entitled to recover the full amount of all Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) including any individual Liability totaling less than Two Hundred Fifty Thousand Dollars (US$250,000); provided, that in no event shall the “Deductible”aggregate amount required to be paid by Seller to all Buyer Indemnified Parties entitled to indemnity with respect to Liability under Section 8.1(a) or Section 8.1(b), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a)except as otherwise provided, after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate exceed an amount of the liability of the Shareholder for Purchaser Losses shall be limited equal to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25Price. The Cap foregoing limitations shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any Purchaser Losses (iof the Tax Representations, Tax covenants to make any payment or reimbursement contained in Sections 5.14(a) pursuant to Section 10.1(b), Section 10.1(cthrough 5.14(d), or Section 10.1(d) as a result of any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement. (ii) in respect for purposes of computing the aggregate amount of Liability indemnifiable by Seller, the amount of each Claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any fraud claim or any claim related to a breach of payments by Seller under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 8.1(a) or Section 4.25. (c8.1(b) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to to, the amount of any liability or damage Liability that remains after deducting therefrom any third Person insurance proceeds and any indemnity, contribution contributions or other similar payment actually received by the a Buyer Indemnified Party (or the Company or any of its Subsidiaries) in with respect of any to such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementClaim. (db) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveIN ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, incidentalNO PARTY SHALL BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR SPECIAL, exemplaryPUNITIVE, consequentialEXEMPLARY OR CONSEQUENTIAL DAMAGES, special or indirect damagesINCLUDING LOSS OF PROFIT OR REVENUE, including loss of future revenue or incomeANY MULTIPLE OF REDUCED CASH FLOW, loss of business reputation or opportunity relating to the breach or alleged breach of this AgreementINTERFERENCE WITH OPERATIONS, or diminution of value or any damages based on any type of multiple OR LOSS OF LENDERS, INVESTORS OR BUYERS, EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS (except to the extent such types of damages constitute losses to a third party as a result of any claimOTHER THAN CLAIMS BY AN ASSIGNEE).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Party Parties harmless shall be indemnified by limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Buyer Indemnified Parties shall have suffered Buyer Losses in excess of $75,000 468,500 (the “Single Claim Deductible Amount”) and (ii) unless and until in the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of aggregate, in which case the Purchase Price (the “Deductible”), but Buyer Indemnified Parties shall be entitled to recover only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Buyer Losses in excess of the Deductible. Deductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (ai) The total aggregate amount of Fundamental Representations or (ii) Fraud shall not, in each case, be subject to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).Deductible Amount; (b) Neither in no event shall the Single Claim Amount nor the Deductible shall apply aggregate amount of indemnity required to any Purchaser Losses (i) be paid by Seller pursuant to Section 10.1(b)9.2(a) exceed the Cap Amount; provided, that the limitation set forth in this Section 10.1(c), Section 10.1(d), Section 10.1(e9.6(b) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or Section 10.1(dindirectly involved in any Fraud) or (ii) the matters referred in respect of any fraud claim or any claim related to a breach of Section 4.1, 9.2(b) through Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.9.2(i); (c) Payments no Losses may be claimed by an Indemnifying any Buyer Indemnified Party pursuant to Section 10.1 9.2(h) or shall be reimbursable by, Seller, other than Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Environmental Threshold Amount”) resulting from a single claim or aggregated claims; (d) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to Section 10.2 9.2(h) exceed Two Million Dollars ($2,000,000); (e) notwithstanding anything to the contrary contained in respect Section 9.2, but subject to the other limitations contained in this Article IX, any liability for indemnification obligations for Buyer Losses under Section 9.2(a) shall be satisfied solely up to the Cap Amount and, in the event that a claim for indemnification is made pursuant to Section 9.2 in excess of the Cap Amount, then such Buyer Losses will remain unsatisfied other than as covered by the R&W Policy and no Buyer Indemnified Party shall be entitled to recover any Purchaser Loss or Shareholder Loss such shortfalls from Seller; (f) for purposes of computing the aggregate amount of indemnifiable claims against Seller, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2 shall be limited to to, the amount of any liability or damage such Buyer Losses that remains remain after deducting therefrom any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received by payable; (g) the amount of indemnity payable pursuant to Section 9.2 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Working Capital Statement; (h) any Indemnified Party (or the Company or any that becomes aware of its Subsidiaries) in respect of any such claim. The Indemnified Party a Loss for which it seeks indemnification under this Article IX shall be required to use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements mitigate such Loss and an Indemnifying Party shall not be liable for any Losses before seeking indemnification under this Agreement.Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (di) In no event shall in any Indemnifying Party be liable to any case where a Buyer Indemnified Party for recovers from any punitive, incidental, exemplary, consequential, special or indirect damages, including loss third party any amount in respect of future revenue or income, loss of business reputation or opportunity relating a matter with respect to the breach or alleged breach of which Seller has made indemnification payments to Buyer pursuant to this Agreement, or diminution such Buyer Indemnified Party shall promptly pay over to Seller the lesser of value or any damages based on any type the amount so recovered and the aggregate of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).indemnification payments;

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, the T-Mobile Parties and the T-Mobile SPEs, collectively, shall have no Purchaser obligation to indemnify (including any obligation to make any payments to) any Crown Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses with respect to (i) with respect to any claim unless such claim involves Purchaser Losses in excess of single Claim less than $75,000 25,000 (the each, a “Single Claim AmountDe Minimis Claim”) and under Section 12.1(a)(i) or Section 12.1(b)(i), (ii) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Purchaser Losses Claims exceeds three-fourths of one percent (0.75%) of the Purchase Price an amount equal to $25,000,000 (the “Representations and Warranties Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be obligated liable for all such aggregate Purchaser Losses Claims in excess of the Representations and Warranties Deductible. , (aiii) The total any Claims under Section 12.1(a)(v) unless and until the aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price such Claims exceeds $5,000,000 (the “CapPre-Closing Liabilities Deductible”), after which the T-Mobile Parties and the T-Mobile SPEs, collectively, shall only be liable for all such Claims in excess of the Pre-Closing Liabilities Deductible, and (iv) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that Claims for indemnification (x) that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 12.5. (b) Neither Notwithstanding anything to the Single Claim Amount nor contrary in this Agreement, Crown and the Deductible Tower Operator, collectively, shall apply have no obligation to indemnify (including any Purchaser Losses obligation to make any payments to) any T-Mobile Indemnified Party with respect to (i) pursuant to any De Minimis Claim under Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e12.2(a)(i) or Section 10.1(f12.2(b)(i), or (ii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims exceeds the Representations and Warranties Deductible, after which Crown and the Tower Operator, collectively, shall only be liable for all such Claims in respect excess of the Representations and Warranties Deductible and (iii) any fraud claim Claims under Section 12.2(a)(i) or any claim related Section 12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to a breach $125,000,000; provided, however, that Claims for indemnification (x) that arise out of or relate to breaches of the Specified Representations and Warranties or (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in this sentence of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).12.5

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party : (a) IFM shall be indemnified by liable to Horizon Indemnified Parties and Horizon shall be liable to IFM Indemnified Parties for Damages only to the Shareholder under this Article X for extent that any Purchaser Losses such Damages exceed, in the aggregate, Fifty Thousand Dollars (i$50,000.00) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim "Basket Amount”"); provided, however, that Damages arising under or pursuant to Sections 4.1, 4.2, 4.4, 4.5, 5.1, 5.2, 9.1(a), (b) and (iid), and 9.2(a), (b), and (d) unless and until shall not be subject to Basket Amount, nor shall the aggregate amount of any such Purchaser Losses exceeds three-fourths Damages or indemnification be included in determining whether such Basket Amount has been reached. (b) The indemnification obligations of one percent (0.75%) of IFM or Horizon hereunder shall not exceed the Purchase Price (the “Deductible”"Cap Amount"); provided, however, that any Damages arising under or pursuant to Sections 4.1, 4.2, 4.4, 4.5, 5.1, 5.2, 9.1(a), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither and (d), and 9.2(a), (b), and (d) shall not be subject to the Single Claim Cap Amount nor and there shall be no limitation on the Deductible shall apply indemnification obligations of IFM or Horizon with respect to any Purchaser Losses (i) Damages or indemnification arising under or pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25such Sections. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss Neither Horizon nor IFM shall be limited liable under this Agreement for any Damages arising out of or relating to the amount Port Business (as that term is defined in that certain Asset Purchase Agreement by and between IFM and Horizon dated May 19, 1998 (the "First 27 Purchase Agreement")) and the provisions of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received this Section 9 shall neither extend nor limit the indemnification provided by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this First Purchase Agreement. (d) In no event Neither Horizon nor IFM shall any Indemnifying Party be liable under this Agreement for any Damages arising out of or resulting from any defects in or damage or injury to any Indemnified Party for person caused by any punitive, incidental, exemplary, consequential, special Products manufactured or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating delivered by IFM to Horizon pursuant to the breach or alleged breach of this Manufacturing Agreement, or diminution of value or any damages based on any type of multiple (except such indemnification for such Damages to be as set forth in the extent such types of damages constitute losses to a third party as a result of any claim)Manufacturing Agreement.

Liability Limits. Notwithstanding anything to the contrary set forth herein, (a) The Frey ▇▇▇reholders shall only be liable for Purchaser Losses arising hereunder to the extent that any such Purchaser Losses exceed, no Purchaser Indemnified Party in the aggregate, One Million Dollars ($1,000,000) (the "Shareholder Basket Amount") and such liability shall be indemnified only for amounts which, in the aggregate, are in excess of the Shareholder Basket Amount; provided, however, that Purchaser Losses arising under or pursuant to any Shareholder Surviving Matters shall not be subject to the Shareholder Basket Amount and there shall be no "threshold amount" on the indemnification obligations of the Frey ▇▇▇reholders with respect to such Purchaser Losses; (b) The Frey ▇▇▇reholders' aggregate liability for all Purchaser Losses shall not exceed One Hundred Million Dollars ($100,000,000) (the "Shareholder Maximum Amount") provided, however, that Purchaser Losses arising under or pursuant to Section 10.1(v), 10.1(vi) or 10.1(vii) shall not be subject to or considered in calculating the Shareholder Maximum Amount; (c) Purchaser Losses arising under or pursuant to Section 10.1(i) as a result of a breach or inaccuracy of any representation or warranty contained in Section 4.17 hereof or under or pursuant to Section 10.1(iv) shall be subject to the following provisions: (i) In calculating such Purchaser Losses, such Purchaser Losses shall be net of any reimbursements from governmental entities received by any Waldorf Entity for performing work the cost of which is otherwise included as Purchaser Losses hereunder; (ii) The first One Million Eight Hundred Fifty Thousand Five Hundred Dollars ($1,850,500) of such Purchaser Losses shall be paid by Purchaser without, any contribution from the Frey Shareholders (the "Environmental Basket"); (iii) To the extent such Purchaser Losses, in total, exceed One Million, Eight Hundred Fifty Thousand Five Hundred Dollars ($1,850,500) but are equal to or less than Twenty-One Million, Eight Hundred Fifty Thousand Five Hundred Dollars ($21,850,500), such Losses shall be paid one-half by the Shareholder Frey ▇▇▇reholders and one-half by Purchaser; (iv) To the extent such Purchaser Losses, in total, exceed Twenty-One Million Eight Hundred Fifty Thousand Five Hundred Dollars ($21,850,500), such Purchaser Losses shall be paid by Purchaser without any contribution by the Frey ▇▇▇reholders; (v) Except for a claim, if any, under Section 10.1(vii) hereof, the Frey ▇▇▇reholders' maximum liability for Purchaser Losses arising under or pursuant to Section 10.1 (i) as a result of a breach or inaccuracy of any representation or warranty contained in Section 4.17 hereof or under or pursuant toSection 10.1(iv) shall be Ten Million Dollars ($10,000,000) as provided for in this Article X Section 10.5(c); (d) The Frey ▇▇▇reholders shall not have any liability with respect to Purchaser Losses to the extent that any Waldorf Entity actually recovers from Champion International Corporation ("Champion") pursuant to the Purchase and Sale Agreement (the "Champion Agreement"), dated July 5, 1985, among Champion and Waldorf Corporation, based on the matters giving rise to such Purchaser Losses. To the extent of such recovery, such Purchaser Losses shall not be considered as Purchaser Losses. Purchaser shall cause Wabash or Waldorf to use commercially reasonable efforts to seek recovery from Champion for any Purchaser Losses (i) for which, in the opinion of Purchaser's counsel, a Waldorf Entity is reasonably likely to be entitled to recovery under the Champion Agreement. If Purchaser does not seek recovery from Champion under the Champion Agreement with respect to any claim unless such claim involves Purchaser Losses for which the Frey ▇▇▇reholders have paid Purchaser, the Frey ▇▇▇reholders shall be subrogated to any right of Purchaser or the Waldorf Entities to seek recovery from Champion under the Champion Agreement with respect to such Purchaser Losses. To the extent that any Waldorf Entity recovers from the Frey ▇▇▇reholders for any Purchaser Losses and Purchaser thereafter receives a payment for such Purchaser Losses from Champion with respect to such Purchaser Losses, Purchaser shall refund an amount equal to such payment for such Purchaser Losses to the Frey ▇▇▇reholders; (e) It is understood that the purchase price payable hereunder has been determined, in excess part, based upon the past earnings of $75,000 the Waldorf Entities as reflected in the Financial Statements (the “Single Claim Amount”"Reported Earnings"). If the Reported Earnings were in fact overstated above the actual earnings of the Waldorf Entities, it is understood that, subject to the terms of this Section 10, Purchaser might otherwise have a claim under Section 10.1 for either or both of (i) for the amount of assets which are not otherwise owned by the Waldorf Entities (thus, for example, if the Reported Earnings for the year ended June 30, 1996 were $10 million and the actual earnings were $9 million, Purchaser might have a claim for $1 million to reflect the shortfall in earnings) and (ii) unless and until for some multiple of the aggregate amount shortfall in earnings to reflect a diminution in value of such the Waldorf Entities (where value was determined, in part, as a multiple of Reported Earnings) (a claim based upon a multiple of earnings being hereinafter referred to as a "Earnings Multiple Claim"). The parties agree that, with the exception of a claim under or pursuant to Section 10.1 (vii), Purchaser Losses exceeds three-fourths of one percent shall not be deemed to include an Earnings Multiple Claim; and (0.75%f) of the Purchase Price (the “Deductible”), but only if such In calculating Purchaser Losses also meet the requirements arising under or pursuant to Section 10.1(i) as a result of clause (i) a breach or inaccuracy of this any representation or warranty contained in Section 10.5(a)4.12 hereof, after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited net of any Tax refunds received by the Waldorf Entities after the Closing Date with respect to ten percent (10%) of taxable periods ended on or before the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses Closing Date, excluding (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) any Tax refunds which are treated as assets of the Waldorf Entities (or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to which reduce the amount of any liability for Taxes) on the Financial Statements and (ii) any Tax refunds attributable to or damage that remains after deducting therefrom any insurance proceeds and any indemnityresulting from the Canada Sale or the payment to GECC pursuant to the GECC Agreement, contribution or other similar payment received as modified by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementWaldorf Settlement Document. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, no the Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim against any Seller for indemnification under this Article X IX for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until until, and only to the extent that, the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $450,000 (the “DeductiblePurchaser Basket”), but only if such in which event the Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated Indemnified Parties may claim indemnification for such aggregate all Purchaser Losses in excess of $450,000; provided, however, that Purchaser Losses related to Surviving Obligations shall not be subject to the Deductible. (a) Purchaser Basket nor shall they be included in calculating the Purchaser Basket. The total aggregate amount of the liability of Holdco and the Shareholder Sellers for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price $11,000,000 (the “Purchaser Cap”); provided, however, that Purchaser Losses arising from Surviving Obligations shall not be subject to the Purchaser Cap. Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate liability of the Sellers and Holdco for indemnification pursuant to this Article IX exceed the amount equal to the Maximum Cap. (b) Neither the Single Claim Amount nor the Deductible The Purchaser Indemnified Parties shall apply not be entitled to any indemnification under this Article IX for Purchaser Losses to the extent such Purchaser Losses were (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), reflected as a liability on the Final Working Capital Schedule or (ii) in included on the Closing Date Expense Statement or the Closing Date Indebtedness Statement and, with respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses the foregoing clause (i) pursuant to Section 10.1(bii), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25were paid at Closing. (c) Payments by an Indemnifying Party Any indemnification obligation of the Sellers pursuant to this Article IX shall be satisfied first from the Escrow Fund, and if the Escrow Fund is insufficient, at the sole discretion of the Purchaser, (a) by Holdco and/or (b) by each of the Sellers on a several and not joint basis; provided that: (i) each Non-Individual Seller’s liability for any Purchaser Loss shall not exceed such Non-Individual Seller’s Seller Percentage of such Purchaser Loss, and in the event a Non-Individual Seller indemnifies a Purchaser Indemnified Party for a Purchaser Loss, such indemnification payment shall, with respect to such Purchaser Loss, reduce, dollar-for-dollar, the indemnification limits under Section 10.1 9.5(c)(ii) or Section 10.2 9.5(c)(iii), as applicable, of the Individual Seller to which such Non-Individual Seller is a Related Party; (ii) each Individual Seller’s liability for any Purchaser Loss shall not exceed such Individual Seller’s Indemnification Percentage of such Purchaser Loss, and in respect the event that an Individual Seller indemnifies a Purchaser Indemnified Party in an amount equal to such Individual Seller’s Indemnification Percentage of such Purchaser Loss, the Purchaser Indemnified Party may not seek indemnification from such Individual Seller’s Related Parties as a result of such Purchaser Loss; and (iii) each Individual Seller is responsible for 100% of any Purchaser Loss arising under Section 9.1(a) with respect to a breach by such Individual Seller or Shareholder Loss shall be limited such Individual Seller’s Related Party of any representation in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, or 5.7. Notwithstanding the foregoing, the Purchaser may, at its sole discretion, set off any obligation of the Sellers for Purchaser Losses pursuant to this Article IX from any Earnout Amount payable to Holdco pursuant to the amount Earnout Agreement. In no event shall the Purchaser be entitled to use any of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or funds held in the Company or Escrow Fund to satisfy any of its Subsidiaries) in respect of indemnification obligations to any such claim. The Seller Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementParty. (d) In no event The amount of Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article IX shall be net of any Indemnifying Party insurance proceeds actually received by the Purchaser Indemnified Parties with respect to such Purchaser Losses under insurance policies maintained by the Company prior to the date hereof. (e) No Purchaser Loss or Seller Loss shall include punitive damages (unless required to be liable to any paid by the Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss in respect of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claimThird Party Claim).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, but subject to the remainder of this Article 9, the Sellers’ obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) except in the case of fraud and except in the case of any claim in respect of a Fundamental Representation or IP Representation, no Purchaser Indemnified Party indemnity shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect payable pursuant to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (iiSection 9.1(a)(i) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder Buyer Indemnified Parties shall only be obligated for such aggregate Purchaser have suffered Buyer Losses in excess of [***] in the Deductible.aggregate (the “Threshold Amount”), and in which case the Buyer Indemnified Parties shall be entitled to recover the full amount of such Threshold Amount of Buyer Losses; (ab) The total in no event shall (i) the maximum aggregate indemnification amount required to be paid by the Sellers pursuant to Section 9.1(a)(i) (except in the case of fraud and with respect to breaches or inaccuracies of Fundamental Representations or IP Representations pursuant to Section 9.1(a)(i)) exceed the amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price Indemnity Escrow Funds (the “Cap”). , (bii) Neither the Single Claim Amount nor maximum aggregate indemnification amount required to be paid by the Deductible shall apply to any Purchaser Losses (i) Sellers pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e9.1(a)(i) (except in the case of fraud) with respect to breaches or Section 10.1(finaccuracies of the IP Representations exceed [***] and (iii) the maximum aggregate amount for which Sellers will be liable under this Agreement (except in the case of fraud) with respect to all matters exceed the amount of the Purchase Price (including the Indemnity Escrow Amount), or with respect to any particular Seller’s breach or inaccuracy, such Seller’s Pro Rata Percentage of the Purchase Price (iiincluding such Seller’s Pro Rata Percentage of the Indemnity Escrow Amount) (such amounts, as applicable, the “Indemnification Cap”); provided that claims for fraud shall not be limited in respect any way, except that in the case of any claim of fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any Seller, the Buyer Indemnified Party may seek uncapped recovery against such Seller only, and in the case of fraud by the Company, the Buyer Indemnified Party may seek recovery only against all Sellers other than Best Buy in accordance with each such Seller’s Pro Rata Percentage adjusted to redistribute the Pro Rata Percentage of Best Buy among the other Sellers (such that, for the avoidance of doubt, the Buyer Indemnified Party is entitled to recover the full amount of any such claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.from the Sellers other than Best Buy); (c) Payments by an Indemnifying Party pursuant (i) the liability of each Seller with respect to Buyer Losses arising under Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss 9.1(a) shall be limited to the amount of several, and not joint, based on such Seller’s relative Pro Rata Percentage and (ii) no Seller shall have any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiariesfor Buyer Losses arising under Section 9.1(b) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types Seller has made the representation, warranty or certification in Article 4 or any applicable certificate or made the covenant, agreement or undertaking in this Agreement or any applicable certificate, under which such Buyer Losses arise, and in the event that any representation, warranty, covenant or agreement of damages constitute losses a particular Seller is breached in Article 4 or the applicable certificate, only the breaching Seller shall be liable to Buyer for Losses resulting from such breach; (d) notwithstanding anything set forth herein to the contrary, but subject to the provisions in Section 9.4(c), any indemnification obligation of a third party Seller under this Agreement shall be satisfied by each Seller in accordance with such Seller’s Pro Rata Percentage of Buyer Losses; (e) for purposes of computing the aggregate amount of indemnifiable claims against any Indemnifying Party, the amount of each claim for Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Indemnifying Party shall be limited to, the amount of such Losses that remain after deducting therefrom any Third Party insurance proceeds actually recovered from any Third Party with respect thereto and any indemnity, contributions or other similar payment actually recovered from any Third Party with respect thereto; (f) the amount of indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is included as a result specifically identified Current Liability in the final statement of Closing Working Capital; (g) except in the case of fraud, no Indemnifying Party shall be required to indemnify any Person for punitive, special or exemplary damages, except to the extent actually paid in connection with a Third-Party Claim; (h) any Buyer Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article 9 shall act in a commercially reasonable manner to mitigate such Loss in accordance with applicable Law; (i) in any case where a Buyer Indemnified Party recovers from any Third Party any amount in respect of a matter with respect to which the Sellers have previously indemnified a Buyer Indemnified Party pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers’ Representative (on behalf of the Sellers) the amount so recovered (net of any claimdeductibles, costs of recovery and increase in premium payments); and (j) any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for U.S. federal income Tax purposes.

Liability Limits. Notwithstanding anything contained in this Agreement to the contrary set forth hereincontrary, no the rights to indemnification under this Agreement are limited as follows: (a) The Purchaser Indemnified Party Parties shall be indemnified by the Shareholder not make a claim for indemnification under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price $200,000 (the “DeductiblePurchaser Basket”), but only if in which event the Purchaser Indemnified Parties may claim indemnification for Purchaser Losses to the full extent any such Purchaser Losses also meet Losses, up to a maximum of the requirements of clause Escrow Amount. Notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for (i) any Purchaser Losses that relate to any breach of this Section 10.5(athe representations and warranties made in Sections 4.1 (Organization and Power), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. 4.2(a) (aAuthorization), 4.3 (Capitalization), 4.8 (Taxes), 4.12 (Brokerage), 4.15 (Company Benefit Plans) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent and 4.20 (10%Environmental) of the Purchase Price or (ii) any claims under Section 10.1(d), (f), (g) and (h) (subclauses (i) and (ii), collectively, the “CapPurchaser Basket Exclusions”)) shall not be subject to the Purchaser Basket. (b) Neither The Member Indemnified Parties shall not make a claim for indemnification under this Article X for Member Losses unless and until the Single Claim Amount nor aggregate amount of such Member Losses exceeds $200,000 (the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b“Member Basket”), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud which event the Member Indemnified Parties may claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser indemnification for Member Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect full extent of any such claimMember Losses, up to a maximum of $1,000,000. The Notwithstanding the foregoing, the Member Indemnified Party shall use its commercially reasonable efforts Parties’ right to recover under insurance policies or indemnity, contribution or other similar agreements seek indemnification hereunder for any Member Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable that relate to any Indemnified Party for any punitivebreach of the representations and warranties made in Sections 5.1 (Organization and Power), incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating 5.2(a) (Authorization) and 5.7 (Brokerage) the “Member Basket Exclusion”) shall not be subject to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim)Member Basket.

Liability Limits. Notwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against the Sellers for indemnification under Section 10.01(d) for Purchaser Losses, and ---------------- the Sellers will have no liability for indemnification of any Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect pursuant to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (iiSection 10.01(a) unless and until the aggregate ---------------- Losses claimed thereunder exceed an amount equal to $250,000.00 (the "Threshold --------- Amount"), and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser Indemnified Parties will be entitled to recover all such Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after to which the Shareholder shall only be obligated for such aggregate Purchaser Losses they are entitled in excess of the Deductible. (a) Threshold Amount. The total aggregate amount of the liability of the Shareholder Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(a) other than ---------------- Claims arising under Section 4.19 (Environmental Matters) ("Environmental ------------- ------------- Claims") shall be limited to ten percent $3,000,000.00 (10%the "Purchaser Cap"); provided, ------ ------------- -------- however, that with respect to Environmental Claims the Purchaser Cap shall be ------- increased by an additional $2,000,000 to $5,000,000 (the "Environmental Cap"), ----------------- and the Seller shall be liable for one half (1/2) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any Environmental Claims in excess of the Environmental Cap; provided, further, that -------- ------- total aggregate amount of the liability of the Company and the Seller for Purchaser Losses arising out of fraud or damage that remains after deducting therefrom willful misconduct shall not be subject to any insurance proceeds and limits. Notwithstanding the foregoing, any indemnity, contribution or other similar payment received indemnification amounts payable by the Sellers pursuant to this Article X will be reduced by any amounts --------- actually recovered by any Purchaser Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for collateral sources with respect to such Losses and the Purchaser shall use Commercially Reasonable Efforts to collect any Losses before seeking indemnification under this Agreementsuch amounts. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement (except Section 9.5(d)), SM shall have no Purchaser obligation to indemnify (including any obligation to make any payments to) any Buyer Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses with respect to: (i) with respect to any claim unless such claim involves Purchaser Losses in excess single or series of $75,000 related or similar Claim less than 0.015% of the Consideration Base Amount (the each, a “Single Claim AmountDe Minimis Claim”) and under Section 9.1(a)(i); (ii) any Claims under Section 9.1(a)(i) unless and until the aggregate amount of such Purchaser Losses Claims (excluding amounts associated with De Minimis Claims) exceeds three-fourths of one percent (0.75%) an amount equal to 1.0% of the Purchase Price Consideration Base Amount (the “DeductibleRepresentations and Warranties Threshold”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which SM shall be required to indemnify the Shareholder Buyer Indemnified Parties for all such Claims from the first dollar (excluding amounts associated with De Minimis Claims) and, in no event, shall only SM be obligated required to indemnify the Buyer Indemnified Parties under Section 9.1(a)(i) for such aggregate Purchaser Losses in excess more than 3.0% of the Deductible. (a) The total Consideration Base Amount in the aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”); (iii) any Claims under Sections 9.1(a)(iii) and 9.1(a)(iv) unless and until the aggregate amount of such Claims exceeds an amount equal to 1.0% of the Consideration Base Amount (the “Pre-Closing Claims Deductible”), after which SM shall only be required to indemnify the Buyer Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible; and (iv) any Claims relating to a specific Portfolio Site in excess of fifty percent (50.0%) of the Allocated Site Consideration for such Portfolio Site; provided, however, that, the limitations set forth in this Section 9.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Neither Notwithstanding anything to the Single Claim Amount nor the Deductible contrary in this Agreement, Buyer shall apply have no obligation to indemnify (including any Purchaser Losses obligation to make any payments to) any SM Indemnified Party with respect to: (i) pursuant to any De Minimis Claim under Section 10.1(b9.2(a)(i), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or ; and (ii) any Claims under Section 9.2(a)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Threshold, after which Buyer shall be required to indemnify the SM Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims). In no event shall Buyer be required to indemnify the SM Indemnified Parties under Section 9.2(a)(i) for more than the Cap in respect of any fraud claim or any claim related to a breach of the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap 9.5(b) shall not apply to any Purchaser Losses (i) pursuant Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to Section 10.1(b)fraud, Section 10.1(c), by or Section 10.1(d) or (ii) in respect on behalf of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25the Indemnifying Party. (c) Payments by Notwithstanding anything to the contrary in this Article IX, in no event shall an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any have liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitiveconsequential, special, incidental, exemplary, consequential, special indirect or indirect punitive damages, including loss of future revenue lost profits or incomesimilar items, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (in each case except to the extent such types of damages constitute losses as actually paid to a third party claimant in a Third Party Claim, provided, however, that the foregoing shall not limit recovery for diminution in value of an asset as a result of any claima breach. (d) Sections 9.5(a), (b), and (c) shall not apply to Claims for Taxes.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, no the Purchaser Indemnified Party Parties shall be indemnified by not make a claim against the Shareholder for indemnification under this Article X XI for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of Purchaser Losses exceeds $3.75 million (the "Purchaser Basket"), and in any event only to the extent each individual Purchaser Loss or group of related individual Purchaser Losses which arise out of the same event or occurrence exceeds $50,000 (or, if the event or occurrence giving rise to such Purchaser Loss occurs after the date hereof and on or before the Closing Date, $100,000) (the "Loss Threshold"), in which event the Purchaser Indemnified Parties may claim indemnification for all such Purchaser Losses exceeds three-fourths of one percent (0.75%) of to the Purchase Price (the “Deductible”), but only if extent such Purchaser Losses also meet exceed $1.5 million (the requirements of clause "Purchaser Deductible"); provided, however, (i) the Surviving Obligations, the Additional Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basket, the Loss Threshold or the Purchaser Deductible, (ii) the first $5 million of Special Losses shall not be subject to any of the liability limits in this Section 10.5(a11.5(a) (including, for the avoidance of doubt, the Purchaser Basket, the Loss Threshold, the Purchaser Deductible and the Purchaser Cap) and indemnification for the first $5 million of Special Losses shall not be counted for purposes of determining whether the Purchaser Cap has been exceeded and (iii) Special Losses exceeding $5 million (and only to the extent such Special Losses exceed $5 million) shall be counted for purposes of determining whether the Purchaser Cap has been exceeded (but, for the avoidance of doubt, shall not be subject to the Purchaser Basket, the Loss Threshold or the Purchaser Deductible), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) . The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price $25 million (the “"Purchaser Cap”"). ; provided, however, that the Surviving Obligations (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser other than Special Losses (i) pursuant to Section 10.1(bin excess of $5 million), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap the Additional Surviving Obligations and the Surviving Representations shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited subject to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this AgreementPurchaser Cap. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser a Party’s obligation to indemnify, defend and hold the Buyer Indemnified Party shall be indemnified by Parties and the Shareholder Seller Indemnified Parties, as applicable, harmless under this Article X for any Purchaser IX shall be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.1(a) (other than Buyer Losses arising out of or relating to representations and warranties of the Company contained in Section 2.13 (Tax Returns; Taxes) or Section 2.15 (Licenses and Permits) or the Fundamental Representations) or Section 9.1(g) to the Buyer Indemnified Parties unless (i) with respect to any claim unless such claim (or series of related claims arising from the same underlying facts, event or circumstances) involves Purchaser Buyer Losses (excluding Buyer Losses described in Section 9.5(f)) in excess of $75,000 (the “Single Claim Amount”) 50,000 and (ii) unless and until the aggregate amount of such Purchaser all Buyer Losses exceeds three-fourths (excluding Buyer Losses described in Section 9.5(f)) in respect of one percent claims for indemnity pursuant to Section 9.1(a) (0.75%) other than Buyer Losses arising out of or relating to representations and warranties of the Purchase Price Company contained in Section 2.13 (Tax Returns; Taxes) or Section 2.15 (Licenses and Permits) or the Fundamental Representations) or Section 9.1(g) for which the Sellers would, but for this Section 9.5, be liable exceeds on a cumulative basis $2,000,000 (the “Deductible”), but in which case the Buyer Indemnified Parties shall be entitled to recover only if the amount of such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Buyer Losses in excess of the Deductible. ; provided, that this clause (a) The total aggregate amount shall not apply to Buyer Losses arising out of or relating to claims of fraud with respect to the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).representations and warranties expressly set forth in this Agreement; (b) Neither any indemnification obligation of the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) Sellers pursuant to this Article IX (other than obligations of the type described in Section 10.1(b9.4(b)), Section 10.1(c)shall be satisfied solely from the Indemnity Escrow Fund, Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect and if the Indemnity Escrow Fund is insufficient to satisfy any amount of any fraud claim or such Buyer Loss, then such amount of such Buyer Loss shall remain unsatisfied and no Buyer Indemnified Party shall be entitled to recover any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.such shortfall from the Sellers; (c) Payments except in the case of any amounts of indemnity payable for Buyer Losses arising out of or relating to the breach or inaccuracy of the Fundamental Representations or claims of fraud with respect to the representations and warranties expressly set forth in this Agreement, in no event shall the aggregate amount of all indemnity required to be paid by an Indemnifying Party the Sellers pursuant to Section 10.1 or 9.1 exceed the Indemnity Amount; (d) in no event shall the aggregate amount of all indemnity required to be paid by the Sellers pursuant to Section 10.2 in respect 9.1 exceed the Purchase Price; (e) the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any Purchaser Loss or Shareholder Loss payments by the Sellers pursuant to Section 9.1 shall be limited to to, the amount of any liability or damage such Buyer Losses that remains remain after deducting therefrom any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received actually recovered from any third party with respect thereto; (f) the amount of indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be reduced (without duplication) to the extent such Buyer Loss is reflected on the Final Closing Statement; (g) in any claim for indemnification under this Agreement, no Party shall be required to indemnify any Person for punitive or exemplary damages or any other Loss that is not reasonably foreseeable (other than any such punitive or exemplary damages or any other Loss awarded as a result of a Third Party Claim); (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to use commercially reasonable efforts to mitigate; provided, however, that notwithstanding the foregoing, no Indemnified Party shall be required to (i) take any action that could reasonably be expected to be materially detrimental to its reputation or its business, taken as a whole, or (ii) commence or initiate any action or otherwise make any claim against any then current customer or supplier of such Indemnified Party or of any of its Affiliates; (i) subject to Section 9.5(a), the liability of the Sellers for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so Buyer Losses incurred under Article IX shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above; (j) to the extent permitted by Law, any indemnity payment or post-closing adjustment under Section 1.5 under this Agreement shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes; and (k) for purposes of determining the amount of any Loss arising from a breach of any representation or warranty contained in this Agreement (and for purposes of determining whether any such representation or warranty has been breached), the determination shall be made (i) net of any Tax benefit actually realized by the Indemnified Party (or the Company or any of and its Subsidiaries) in respect of Affiliates and that are attributable on a with and without basis to any such claim. The Indemnified Party shall use its commercially reasonable efforts Losses and (ii) without regard to recover under insurance policies or indemnitymateriality, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party Material Adverse Effect, “except as would not reasonably be liable expected to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating be material to the breach Group Companies” or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple similar qualifications that may be contained therein (except to other than the extent such types of damages constitute losses to a third party words “Material Adverse Effect” as a result of any claimused in Section 2.8(b)).

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) except with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 the Extended Representations and Fundamental Representations (the “Single Claim Amount”to which subclauses (i) and (ii) of this Section 9.5(a) shall not apply), (i) the Parent Indemnified Parties shall not make a claim against the Stockholders or Optionholders for indemnification under Section 9.1(a) hereof for Parent Losses unless and until the aggregate amount of such Purchaser Parent Losses under Section 9.1(a) hereof exceeds three-fourths of one percent (0.75%) of the Purchase Price $815,500 (the “DeductibleParent Threshold”), but only and if such Purchaser Parent Losses also meet exceed the requirements Parent Threshold, the Parent Indemnified Parties shall be entitled to the entire amount of clause (i) all such Parent Losses, subject to the other provisions of this Section 10.5(a), after which Agreement; and (ii) the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess right of the Deductible. (aParent Indemnified Parties to recover for any Parent Losses pursuant to Section 9.1(a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses hereof shall be limited to ten percent (10%) of the Purchase Price not exceed $24,375,000.00 (the “Cap”). (b) Neither . Notwithstanding the Single Claim Amount nor foregoing, the Deductible Parent Indemnified Parties shall apply be entitled to any Purchaser Losses (i) pursuant to Section 10.1(b)recover for, Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The and the Parent Threshold and the Cap shall not apply to any Purchaser Parent Losses with respect to any breach of or inaccuracy in any of the Extended Representations or Fundamental Representations or any claim against the Stockholders or Optionholders for indemnification under any of the provisions of Section 9.1 other than Section 9.1(a); provided, however, that (ix) pursuant to the aggregate liability of the Stockholders and Optionholders under this Agreement (including for the avoidance of doubt Section 10.1(b10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby, shall not exceed the Aggregate Merger Consideration, and in no event shall any Stockholder or Optionholder be liable for any amount in respect of Parent Losses in excess of the Aggregate Merger Consideration proceeds actually received by such Stockholder or Optionholder, (y) no individual Stockholder or Optionholder shall be liable for any amount in excess of such Stockholder’s or Optionholder’s Allocation Percentage of any particular Parent Loss under this Agreement (including for the avoidance of doubt Section 10.1(c10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered in connection with this Agreement or the transactions contemplated hereby, and (z) no Stockholder or Optionholder shall be liable to any Parent Indemnified Party: (A) for the breach by any other Stockholder or Optionholder of the representations, warranties, covenants and agreements of such other Stockholder or Optionholder set forth in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby), including, for the avoidance of doubt, any failure by any such other Stockholder or Optionholder to comply with its obligations under Section 6.15 hereof, (B) if any representations, warranties, covenants and agreements made by any other Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby) are ultimately determined to be unenforceable against such other Stockholder or Optionholder, or if any such agreements, certificates or other instruments (including any Letter of Transmittal) are ultimately determined not to comply with any applicable Laws, or (C) fraud by any other Person (in which case a claim for actual fraud may be asserted solely against the Person who committed such actual fraud and no other Stockholder or Optionholder shall be liable for the actual fraud committed by such other Person), and notwithstanding anything to contrary in this Agreement (including Section 9.5(b)), any claim for indemnification with respect to breaches of any representations, warranties, covenants and agreements made by a particular Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby), or with respect to any alleged actual fraud committed by a particular Stockholder or Optionholder, must be asserted by the Parent Indemnified Parties directly against such particular Stockholder or Optionholder directly, and not against the Escrow Fund. (b) Subject to the limitations in Section 10.1(d) or (ii) 9.5(a), all claims for indemnification for Parent Losses shall be paid first, from the Escrow Fund until the Escrow Fund is depleted and then by the Stockholders and Optionholders, severally and not jointly and pro rata in respect of any fraud claim or any claim related proportion to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25their respective Allocation Percentages. (c) Payments by an Indemnifying Party pursuant to Section 10.1 Any material, materiality, “Material Adverse Effect” or Section 10.2 “Company Material Adverse Effect” qualifications in respect of any Purchaser Loss or Shareholder Loss the representations, warranties, covenants and agreements shall be limited to disregarded for purposes of calculating the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Parent Losses before seeking indemnification under this Agreementhereunder. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).