Common use of Liability Limits Clause in Contracts

Liability Limits. (a) The total aggregate amount of the Liability of the applicable Indemnifying Party shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount of Notwithstanding anything to the Liability of contrary set forth in this Agreement, the applicable Indemnifying Party KHC Indemnified Parties shall not exceed make a claim against the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII Company or the Company Shareholders for indemnification under this Article VI or for a breach of any Losses representation, warranty or covenant under this Agreement, unless and until the aggregate amount of such Losses exceeds costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($100,000 150,000) (the “Minimum Claim Amount”"Floor"), after in which event the applicable KHC Indemnified Party Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall be obligated for such aggregate Lossesnot apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, includingas of Closing, but not limited to the Minimum Claim Amount, from the first dollar, Net Working Capital in an amount not to exceed less than $3,650,000 (the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in "Excepted Claims"). With respect of any Loss shall be limited to the amount of any Liability Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or damage that remains after deducting therefrom any insurance proceeds Company Shareholders and any indemnity, contribution or other similar payment received by seek indemnification without regard to the Indemnified Person in respect of any such ClaimFloor. The Indemnified Person 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. (c) In no event shall any Indemnifying Party will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Person Party for breach of any punitiverepresentation, incidentalwarranty or covenant under this Agreement, exemplaryfor costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, consequential, special shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Transaction Document, 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). (d) Agreement. The amount of any indemnity obligation of any Indemnifying Party to the KHC Indemnified Parties provided further acknowledge that this agreement establishing an exclusive contractual remedy was a material inducement to Company Shareholders in entering into this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do soAgreement. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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: (a) The total aggregate amount of Losses required to be paid by any party to indemnify any other party pursuant to this Article VIII as a result of any ------------ Losses shall be reduced to the Liability extent of any amounts actually received by such other party after the Closing Date pursuant to the terms of the applicable Indemnifying Party shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of insurance policies (if any) covering such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Capclaim. (b) Payments by an Indemnifying Party The indemnification obligations of the parties pursuant to ARTICLE XII in respect of any Loss this Article VIII shall be limited to actual damages and shall not, except in the amount ------------ case of any Liability fraud or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect a willful breach of any such Claim. The Indemnified Person 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., include incidental, consequential, indirect, punitive, or exemplary damages; provided, however that any incidental, consequential, indirect, punitive, or exemplary damages recovered pursuant to a Third Party Claim (including Governmental or Regulatory Authorities) against a Person entitled to indemnity pursuant to this Article ------- VIII shall be included in the damages recoverable under such indemnity. ---- (c) In no event No Purchaser Indemnified Party shall any Indemnifying Party be liable entitled to any Indemnified Person indemnification under this Agreement for any punitive, incidental, exemplary, consequential, special misrepresentation or indirect damages, including loss breach of future revenue warranty or income, loss nonfulfillment of business reputation or opportunity relating failure to perform any covenant or agreement by Seller unless the aggregate of Seller's indemnification obligations to the breach Purchaser Indemnified Parties pursuant to this Agreement exceeds Fifty Thousand Dollars ($50,000) (the "Threshold") but in such event the Purchaser Indemnified Parties shall be entitled to indemnification for all misrepresentations or alleged breaches of warranties or nonfulfillment or failure to perform covenants or agreements to the extent such obligations exceed the Threshold subject, however, to a maximum liability of Seller of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate. (d) Except in the case of a claim based on fraud or willful breach of this Agreement or any Transaction Documentin the case of an equitable remedy (including, or diminution without limitation, as contemplated by Section 8.06(c) hereof), the limitations contained in this Section 8.03 shall apply to all rights of value or any damages based on any type of multiple (except to recovery that the extent such types of damages constitute losses to a third party as a result of any Claim). (d) The amount of any indemnity obligation of any Indemnifying Party to the Purchaser Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do somay have against Seller. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount A. Anything contained in this Lease to the contrary notwithstanding, if Lessor, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any of the Liability covenants or conditions of this Lease; and the Lessee shall look solely to the equity of the applicable Indemnifying Party interest of Lessor in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, and no other property or assets of such Lessor shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in effect, that Lessor shall not exceed the applicable Capunreasonably withhold or unreasonably delay any consent or any approval, Lessee shall not be entitled to make, nor shall Lessee make, any claim for, and Lessee hereby waives any claim for money damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Lessee that Lessor has unreasonably withheld or unreasonably delayed any consent or approval; and no Indemnified Party but ▇▇▇▇▇▇'s sole remedy shall be indemnified by an Indemnifying Party pursuant action or proceeding for specific performance, injunction or declaratory judgment. In the event it is ever found in a court of competent jurisdiction that Lessor acted to ARTICLE XII for any Losses unless withhold or delay consent to willfully damage Lessee and until Lessee seeks damages therefore, then the aggregate parties agree that the amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss damages shall be limited to actual damages, and shall not include punitive damages, and in any event shall not exceed Three Hundred Thousand Dollars ($300,000.00) in the amount aggregate over the life of this Lease. C. Anything contained in this Lease to the contrary notwithstanding, if Lessee, or any Liability successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or damage that remains after deducting therefrom any insurance proceeds and any indemnitypartnership, contribution general or limited, or other similar payment received by legal entity, it is specifically understood and agreed that there shall be no personal liability on the Indemnified Person stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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, covenants or conditions of this Lease; and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person Lessor shall promptly pay look solely to or at the direction equity of the Indemnifying Party the amount interest of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, Lessee in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Property for the enactment satisfaction of any legislation not the remedies of the Lessee in effect on the Closing Date or any change event of any Law or administrative practice of any Governmental Authority 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 Lessee of its obligations under any of the terms, covenants and conditions of this Agreement or the other Transaction Documents (in each case provided such party’s breach is a principal cause or principal contributing factor Lease to such party’s Losses related thereto)be performed by ▇▇▇▇▇▇, and (iii) no other property or assets of such loss is offset by a corresponding gain accruing after Lessee shall be subject to levy, execution or other enforcement procedure for the Closing Date, directly or indirectly, to the benefit satisfaction of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such lossLessor's remedies.

Liability Limits. (a) The total Except with respect to Purchaser Losses arising under Sections 9.1(i) and 9.1(j), which shall be recoverable to the extent such Losses in the aggregate amount exceed $10,000, none of the Liability Purchaser Indemnified Parties shall be entitled to recover from the Seller Indemnifying Parties and none of the applicable Indemnifying Party shall not exceed the applicable Cap; and no Seller Indemnified Party Parties shall be indemnified by an entitled to recover from the Purchaser Indemnifying Party pursuant to ARTICLE XII for any Losses Parties unless and until the aggregate amount total of all Seller Losses or Purchaser Losses, as the case may be, with respect to any inaccuracy or breach of any such representations or warranties or breach of or default in the performance of any covenants, undertakings or other agreements, whether such claims are brought under this Section 9 or otherwise, exceed, in the aggregate, $250,000 (the "Deductible Amount") and then only to the extent of such excess. In no event shall the aggregate liability of the Seller Indemnified Parties with respect to Purchaser Losses exceeds or the Purchaser Indemnified Parties with respect to Seller Losses exceed $100,000 10,000,000 (the “Minimum Claim "Cap Amount”"). Notwithstanding the foregoing, after which the applicable Indemnified Party provisions of the immediately preceding sentence shall be obligated for such aggregate Lossesnot apply to: (i) Purchaser Losses arising under or pursuant to any Seller Surviving Representations and/or Seller Surviving Obligations, includingSellers Losses arising under or pursuant to any Purchaser Surviving Representations and/or Purchaser Surviving Obligations, but not limited to or as a result of fraud or (ii) the Minimum Claim AmountAssumed Liabilities, from the first dollarExcluded Assets and the Excluded Liabilities, (iii) any Purchaser Losses or Seller Losses arising out of any intentional breach of any covenant contained in an amount not to exceed this Agreement or any Purchaser Ancillary Document or Seller Ancillary Document, (iv) the applicable Cappayment of the Adjustment, or (v) any Purchaser Losses arising out of breach of the representations and warranties set forth in Sections 3.13, 3.15 and 3.16. (b) Payments by The amount which an Indemnifying Party is required to pay to, for, or on behalf of any other party pursuant to ARTICLE XII in respect of any Loss this Section 9 shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnityreduced (including, contribution or other similar payment received without limitation, retroactively) by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 recovered by or on behalf of such Indemnified Party and other amounts paid by any other person in reduction of the related indemnifiable loss (the "Indemnifiable Loss"). Amounts required to be paid, as so reduced, are hereafter sometimes called an "Indemnity Payment". If an Indemnified Person (net Party shall have received or shall have paid on its behalf an Indemnity Payment in respect of any deductible amounts, increases in premiums an Indemnifiable Loss and costs and expenses incurred with respect to such insurance Claims) in connection with shall subsequently receive directly 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 Person’s actual receipt of indirectly insurance proceeds related thereto, the Indemnified Person shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection or other amounts in respect of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Person subsequently receives such insurance proceedsIndemnifiable Loss, then the such Indemnified Person Party shall promptly pay to or at the direction of the Indemnifying Party a sum equal to the amount of such insurance proceeds subsequently received (net of all related costs, expenses and or other losses), but amounts provided the same does not more, in exceed an amount equal to the aggregate, than the indemnity amount paid payment actually made by the Indemnifying Party. Notwithstanding Without limiting the generality of the foregoing, no Indemnified Person the Sellers' indemnification obligations with respect to breaches of the representations and warranties contained in Section 3.5 hereof shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII reduced or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim eliminated to the extent that (iPurchaser recovers under the title insurance policies referred to in Section 6.1(d) 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 Authority 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 or the other Transaction Documents (in each case 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 facts giving rise to such lossbreach, and Purchaser shall, diligently pursue such recovery prior to requiring an indemnification payment by Sellers in respect thereof. (c) Notwithstanding anything to the contrary contained herein, (i) the Sellers' indemnification obligations with respect to a breach of a representation and warranty contained in Section 3.5(a) relating to title to a particular parcel of Real Property shall be limited to an amount equal to the maximum amount of title insurance coverage obtained on such parcel as contemplated by Section 6.1(d) regardless of whether such indemnification obligations relate to a matter covered under such title insurance, as contemplated by Section 9.5(b) above and (ii) the Sellers' indemnification obligations with respect to Purchaser Losses arising under Section 3.18, Section 9.1(f) and 9.1(k) shall be governed solely and exclusively by Section 9.6 and Purchaser shall have no other right of indemnification against Sellers with respect to such Purchaser Losses regardless whether such other rights may exist.

Liability Limits. (a) The total aggregate amount A. Anything contained in this Lease to the contrary notwithstanding, if Lessor, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any of the Liability covenants or conditions of this Lease; and the Lessee shall look solely to the equity of the applicable Indemnifying Party interest of Lessor in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, and no other property or assets of such Lessor shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in effect, that Lessor shall not exceed the applicable Capunreasonably withhold or unreasonably delay any consent or any approval, Lessee shall not be entitled to make, nor shall Lessee make, any claim for, and Lessee hereby waives any claim for money damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Lessee that Lessor has unreasonably withheld or unreasonably delayed any consent or approval; and no Indemnified Party but ▇▇▇▇▇▇'s sole remedy shall be indemnified by an Indemnifying Party pursuant action or proceeding for specific performance, injunction or declaratory judgment. In the event it is ever found in a court of competent jurisdiction that ▇▇▇▇▇▇ acted to ARTICLE XII for any Losses unless withhold or delay consent to willfully damage Lessee and until Lessee seeks damages therefore, then the aggregate parties agree that the amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss damages shall be limited to actual damages, and shall not include punitive damages, and in any event shall not exceed Three Hundred Thousand Dollars ($300,000.00) in the amount aggregate over the life 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 Person in respect of any such Claim. The Indemnified Person 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 AgreementLease. (c1) In Anything contained in this Lease to the contrary notwithstanding, if Lessee, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no event shall any Indemnifying Party be liable personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any Indemnified Person for any punitive, incidental, exemplary, consequential, special of the covenants or indirect damages, including loss conditions of future revenue or income, loss of business reputation or opportunity relating this Lease; and the Lessor shall look solely to the equity of the interest of Lessee in the Property for the satisfaction of the remedies of the Lessee in the event of a breach or alleged breach by the Lessee of any of the terms, covenants and conditions of this Agreement Lease to be performed by ▇▇▇▇▇▇, and no other property or any Transaction Documentassets of such Lessee shall be subject to levy, execution or diminution other enforcement procedure for the satisfaction of value or any damages based on any type of multiple (▇▇▇▇▇▇'s remedies, except to the extent such types of damages constitute losses to a third party as a result of any Claim)set forth in Paragraph 27.C.(2) below. (d2) The amount Notwithstanding the provisions of any indemnity obligation Paragraph 27.C.(1) above, until the completion of any Indemnifying Party to the Indemnified Parties provided in Improvements contemplated under Paragraph 10 and Exhibit C of this Agreement Lease, ▇▇▇▇▇▇'s partners shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums personally responsible 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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to liable for (i) pursue such insurance prior to seeking indemnification under any breach of Paragraph 14 ("Liens") of this ARTICLE XII or Lease; (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect the removal of any Claim to partial construction of the extent that (i) such loss would Improvements or other partial structure and restoration of the Premises should Lessee 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 Authority 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 complete its obligations construction obligation under this Agreement or the other Transaction Documents (in each case provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), Paragraph 10 hereof; and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, an amount in addition to the benefit foregoing of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise not to such lossexceed Twenty Thousand Dollars ($20,000).

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the obligation to indemnify, defend and hold a Parent Indemnified Party harmless shall be limited as follows: (a) The total aggregate amount other than with respect to Fraud or breaches of Fundamental Representations or claims relating to Pre-Closing Taxes, in no event shall the Liability of Company Indemnifying Parties be liable to the applicable Indemnifying Party shall not exceed the applicable Cap; and no Parent Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII Parties for any Losses unless and indemnification under Section 5.01(a) (i) until the aggregate amount of such all Losses in respect of indemnification under Section 5.01(a) exceeds $100,000 [***] (the “Minimum Claim AmountBasket”), after in which event the applicable Company Indemnifying Parties shall, subject to the other provisions of this Section 5.06, only be liable for Losses in excess of the Basket or (ii) in excess of $[***] (the “Cap”); (b) in no event shall the aggregate amount of indemnity required to be paid to the Parent Indemnified Parties with respect to breaches of any representation or warranty of the Company involving Fraud or for claims made under Section 5.01(c), Section 5.01(d), Section 5.01(e) or Section 5.01(h) exceed the lesser of (i) such Company Indemnifying Party’s pro rata portion of the Base Consideration and (ii) the aggregate Final Merger Consideration actually received by such Company Indemnifying Party; (c) in no event shall the amount of indemnity required to be paid to the Parent Indemnified Parties by any Company Indemnifying Party with respect to any claim exceed such Company Indemnifying Party’s pro rata portion of such claim, determined, with respect to each such Company Indemnifying Party, by multiplying (i) the total amount of the claim by (ii) a fraction, the numerator of which is the aggregate Final Merger Consideration actually received by such Company Indemnifying Party and the denominator of which is the aggregate Final Merger Consideration actually received by all Company Indemnifying Parties: (d) in no event shall a Company Indemnifying Party be responsible for, or be required to make any payment with respect to, any breach of any representation or warranty by another Company Indemnifying Party relating to ownership of, or Liens upon, or similar representations or warranties, with respect to the securities of the Company owned by such other Company Indemnifying Party; (e) for purposes of determining the amount of any Losses with respect to a breach or inaccuracy of a representation or warranty by the Company for purposes of Section 5.01 (other than a breach or inaccuracy of Section 2.26), such representations and warranties will be read without regard to any materiality or knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect) contained therein; (f) for purposes of computing the aggregate amount of indemnifiable claims for Parent Losses, the amount of each claim for Parent Losses by a Parent Indemnified Party shall be obligated for such aggregate Losses, including, but not limited deemed to the Minimum Claim Amount, from the first dollar, in be an amount not equal to, and any payments to exceed the applicable Cap. (b) Payments by an Indemnifying such Parent Indemnified Party pursuant to ARTICLE XII in respect of any Loss under Section 5.01 shall be limited to to, the amount of any Liability or damage such Parent Losses that remains remain after deducting therefrom any third party insurance proceeds and any indemnity, contribution contributions or other similar payment received by the Indemnified Person in actually recovered from any third party with respect thereto (net of any such Claim. The Indemnified Person shall use its commercially reasonable efforts costs related to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.of such amounts); and (cg) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in payment under this Agreement shall be computed net of any insurance proceeds actually received by treated as an Indemnified Person (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 adjustment to the Indemnified Parties Final Merger Consideration for U.S. federal income Tax purposes unless otherwise required by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do soLaw. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount of the Liability of the applicable Indemnifying Party shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII X for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 50,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. For avoidance of doubt, the provisions of Section 2.7(b) are in addition to this Section 10.6, i.e., this Section 10.6 shall not limit the provisions of Section 2.7(b) and any sums deducted under Section 2.7(b) shall not be counted in the Minimum Claim Amount. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII X in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII X or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount of Notwithstanding anything to the Liability of contrary set forth in this Agreement, with respect to the applicable Indemnifying Party shall not exceed the applicable Cap; and no Specified Matter Indemnified Party Liabilities: (i) Seller shall be indemnified by an Indemnifying Party pursuant solely liable to ARTICLE XII the Buyer Indemnified Parties for any Losses unless and all Specified Matter Indemnified Liabilities until the aggregate amount of such Losses Specified Matter Indemnified Liabilities exceeds $100,000 2,500,000, (ii) Seller and the “Minimum Claim Amount”)Company shall each be liable for 50% of all Specified Matter Indemnified Liabilities in excess of $2,500,000 until the aggregate amount of Specified Matter Indemnified Liabilities exceeds $9,000,000, after which and (iii) the applicable Indemnified Party Company shall be obligated solely liable for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, all Specified Matter Indemnified Liabilities in an amount not to exceed the applicable Capexcess of $9,000,000. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect The amount of any Loss Indemnified Liabilities shall be limited to the amount of any Liability or damage such Indemnified Liabilities that remains remain after deducting therefrom any insurance proceeds and amounts actually recovered by any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover Party under applicable insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (net of any deductible amounts, increases in premiums and costs and or expenses incurred with respect to such insurance Claims) in connection with or as a result the collection thereof, including deductibles, and net of any Claim giving rise to an indemnification Claim hereunderapplicable premium adjustments). If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party pays or reimburses (or causes to be paid or reimbursed) any amount of Indemnified Liabilities prior to the any recovery by an Indemnified Person’s actual receipt of Party under applicable insurance proceeds related theretopolicies, the Indemnified Person shall, if permissible by Party shall reimburse the terms of the applicable policy, assign its right to such insurance and allow Indemnifying Party (or cause the Indemnifying Party to pursue be reimbursed) for any amounts actually recovered by such Indemnified Party (net of any costs or expenses incurred in the collection thereof, including deductibles, and net of applicable premium adjustments) promptly following such Indemnified Party’s receipt of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do sorecovery. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount For the avoidance of doubt, the Liability of the applicable Indemnifying Party above limitations shall not exceed prohibit a Party from seeking specific performance as a remedy in the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party event such remedy is available pursuant to ARTICLE XII for any Losses unless and until the aggregate amount terms of such Losses exceeds $100,000 (this Agreement, the “Minimum Claim Amount”)Purchaser Ancillary Documents, after which or the applicable Indemnified Party shall be obligated for such aggregate LossesSellers Ancillary Documents, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Capas applicable. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect No Seller shall be liable for any breach of any Loss shall be limited to the amount representation and warranty of (and regarding) another Seller or any covenant or agreement of any Liability other Seller under Article 3 (such that each Seller shall only be liable for its own breaches thereof on a several basis); provided, that the foregoing limitation shall not, for the avoidance of doubt, apply to any representation, warranty, covenant or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution agreement made by a Seller regarding the Company or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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 AgreementSeller. (c) In no event Losses shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, or diminution of value or any damages based on any type of multiple (except reduced to the extent that the Indemnified Party actually recovers the Loss that is the subject matter of the claims pursuant to any proceeds received from an insurance policy (other than any proceeds from self‑insurance or fronted insurance programs) in which case the quantum of such types of damages constitute losses to a third party as a result insurance proceeds shall be calculated net of any Claimreasonable costs of realizing such insurance proceeds (including, without limitation, any deductible paid and the costs of increased premiums, but excluding the Sellers’ RWI Retention Allocation). (d) The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided Nothing in this Agreement shall be computed net in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Losses which it may suffer or incur by reason of the breach by an indemnifying party of any insurance proceeds actually received by an Indemnified Person (net of any deductible amountsrepresentation, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with warranty, covenant 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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection obligation of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification indemnifying party under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do soAgreement. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Liability Escrow Shares except for Losses directly or indirectly related to (i) fraud by the Company or the Company Stockholders and (ii) any inaccuracy or misrepresentation in, or breach of, any of the applicable Indemnifying Party shall not exceed Core Representations (collectively, the applicable Cap“Special Losses”); and no Indemnified Party the Company Stockholders shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII severally and not jointly liable for any all Special Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited up to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Liability Cap. (b) Payments by an Indemnifying Party pursuant From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Escrow Shares and the Offset except for Losses directly or indirectly related to ARTICLE XII in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received fraud by the Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies Company or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreementthe Company’s Stockholders. (c) In Notwithstanding anything else in this Agreement to the contrary, (i) under no circumstances shall the Company Stockholders be liable for Losses in excess of all Merger Consideration actually received by the Company Stockholders hereunder, excluding the Tax Grant Contingent Payment (the sum of all such Merger Consideration paid by Parent, and in the case of Parent Common Stock, measured using the same OUS Contingent Payment Average Closing Price or PMA Contingent Payment Average Closing Price, as applicable, used in calculating the number of shares of Parent Common Stock then payable under this Agreement, the “Liability Cap”), and (ii) under no circumstances shall any Company Stockholder be required to return any Merger Consideration already paid to such Company Stockholder except for Losses directly or indirectly related to fraud by the Company or the Company’s Stockholders. (d) Notwithstanding anything to the contrary in this Agreement, subject to Section 11.6(b) below, any Losses recoverable hereunder shall be reduced in amount by any Tax benefits and insurance proceeds realized by any Indemnified Party, and Parent and the Indemnified Parties shall, as a condition to receiving any amounts hereunder or otherwise seeking recovery hereunder, use all reasonable efforts to realize such benefits or proceeds. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall any Indemnifying Party the Carve-Out Plan Shares be liable to any Indemnified Person for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating subject to the breach or alleged breach obligations set forth in this Article XI. (f) After the Effective Time, the Indemnified Parties sole and exclusive remedy with respect to the subject matter of this Agreement or any Transaction Document, 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). (d) The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this each Company Related Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (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 pursuant to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related theretoindemnification provisions set forth in this Article XI, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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, except as set forth in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do soSection 12.13. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount of Notwithstanding anything to the Liability of contrary set forth herein, the applicable Indemnifying Party Purchaser Indemnified Parties shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII make a claim for any indemnification under this Article X for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Three Million Dollars ($100,000 3,000,0000) (the “Minimum Claim AmountPurchaser Basket”), after in which event the applicable Purchaser Indemnified Party Parties may only claim indemnification for Purchaser Losses exceeding the Purchaser Basket; provided, however, the Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basket. The amount of Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article X shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. net of (ba) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received Tax Benefits actually realized by the Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies Purchaser or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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 Company directly as a result of such Purchaser Losses (any Claim). (d) The amount such Tax Benefit to be determined after taking into consideration any Tax effect of any indemnity obligation of any Indemnifying Party the indemnification payment made to the Indemnified Parties provided in this Agreement shall be computed net of Purchaser with respect to such Purchaser Loss), (b) any insurance proceeds actually received by an Indemnified Person (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 Purchaser Indemnified Parties under insurance policies maintained by any Indemnifying Party the Company prior to the Indemnified Person’s actual receipt of Closing Date directly resulting from such Purchaser Losses, and (c) any insurance proceeds related thereto, the Indemnified Person shall, if permissible actually received by the terms of the applicable policy, assign its right to such Purchaser Indemnified Parties under any professional liability 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 Person subsequently receives such insurance proceeds, then the Indemnified Person shall promptly pay policies (whether maintained prior to or at on or after the direction of Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses Company and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss its Subsidiaries in respect of any Claim to the extent that (i) claim if such loss claim would not have arisen but for the enactment of any a change in legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority accounting policies made after the Closing Date or any a change in any generally accepted accounting principles after interpretation of the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen Law 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 or the other Transaction Documents (in each case 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 determined by a corresponding gain accruing after court or pursuant to an administrative rule-making decision. The sole and exclusive source of funds for satisfaction of all Purchaser Losses shall be 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 lossGeneral Escrow Fund.

Liability Limits. (a) The total aggregate amount of the Liability of the applicable Indemnifying Party GPI shall not exceed the applicable Cap; and have no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII liability for any Losses unless and until such time as the aggregate amount of such Losses exceeds $100,000 1,500,000 (the “Minimum Claim Amount”)"Deductible") and thereafter, after which GPI shall indemnify the applicable Indemnified Party Parties for all Losses incurred in excess of the Deductible, provided the limitation contained in this Section 3(a) shall not apply with respect to Losses arising under Section 8.5 of the Merger Agreement, and provided further that Losses pursuant to Section 8.5 of the Merger Agreement shall not be obligated for such aggregate Losses, including, but not limited to taken into account in determining whether the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable CapDeductible has been met. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect Solely for purposes of any this Agreement, a Loss or series of related Losses shall be limited deemed to have a Material Adverse Effect if the amount of any Liability such Loss or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect series of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any related Losses before seeking indemnification under this Agreementexceeds $250,000. (c) In no event the case of all Premises (including the College Park Premises and including Development Properties and Contract Properties acquired after the Closing Date) if there shall any Indemnifying be a Material Adverse Effect and an Indemnified Party (A) shall make a claim for a Loss with respect to which an Indemnified Party is entitled to indemnification under Section 2 (a) resulting from (1) a reduction or offset of rent for a period which is less than the remaining term of the lease or (2) a tenant claim for one time refund of rent or other amounts, then in either case, the amount of the Loss shall be liable equal to any such offset, reduction or tenant claim or (B) shall make a claim for a Loss with respect to which an Indemnified Person Party is entitled to indemnification under Section 2(a) resulting from a reduction or offset of rent for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating a period equal to the breach remaining term of the lease, then the amount of the Loss shall be equal to ten (10) times the amount of such offset or alleged breach reduction. In the case of this the College Park Premises, if either (1) a reduction in rent during the extension period from the rent for such extension period set out by the terms of the current lease and/or (2) a reduction in the GSA buyout option price, as contemplated by Section 2.B or 2.C of the Purchase and Sale Agreement or any Transaction Document, or diminution of value or any damages based on any type of multiple (except with respect to the extent College Park Premises, then the amount of the Loss shall be equal to the present value of (1) the ten (10) year stream of such types reduction in rent during the extension period plus (2) the reduction in the buyout option price ((1) and (2) discounted to the date of damages constitute losses to the claim at a third party as a result discount rate of any Claim10%). (d) The amount of any indemnity obligation of any Indemnifying Party to Notwithstanding the Indemnified Parties provided in preceding, GPI's aggregate liability for all Losses under this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amountsand, 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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Authority after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case under the Merger Agreement shall not exceed and shall be payable solely from the Second Closing Consideration (as adjusted). At the Second Closing, if any legislation or change Indemnified Party shall have made a claim hereunder within the Claim Period which takes effect retrospectivelyremains outstanding, HRPT shall deliver to _____________ as escrow agent (iithe "Escrow Agent") such loss has arisen as a result number of any act or omission by HRPT Common Shares having a value (based on the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologiesMerger Price) and equal to the extent amount of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement or the other Transaction Documents (in each case 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 lossclaim.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) The total Subject to Section 11.05(c) below, the Buyer Indemnified Parties shall not be entitled to recover any Buyer Losses under Section 11.01(a) unless and until the aggregate amount Buyer Losses for which Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 11.01(a) exceed $100,000 (the “Deductible”), at which point Buyer Indemnified Parties shall become entitled to be indemnified for all such Losses incurred by Buyer Indemnified Parties in excess of the Liability Deductible. (b) Subject to Section 11.05(c), the aggregate liability of the applicable Indemnifying Party each Seller for indemnification under Section 11.01(a) shall not exceed 50% of the applicable Capaggregate Purchase Price paid by the Buyer to the particular Seller. (c) The limitations in subsections (a) and (b) of this Section 11.05 shall not apply to any Buyer Losses recoverable by Buyer Indemnified Parties as a result of any breach of a Seller Fundamental Representation or any Buyer Losses resulting from any actual fraud or intentional and willful misrepresentation by the Sellers. (d) If any Buyer Losses or Seller Losses sustained by an Indemnified Party are covered by an 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; and provided, however, that no Indemnified Party shall be indemnified by an Indemnifying Party pursuant required to ARTICLE XII for institute any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of legal proceeding against any Loss shall be limited to the third party. The amount of any Liability Buyer Losses or damage that remains after deducting therefrom any insurance proceeds and any indemnitySeller Losses subject to indemnification under Section 11.01 (Indemnification Obligations of the Sellers) or Section 11.02 (Indemnification Obligations of Buyer), contribution or other similar payment received by the Indemnified Person in respect as applicable, shall be determined net of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under third-party insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) The amount of any indemnity obligation of any Indemnifying Party to proceeds that have actually been recovered in cash by the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses incurred with respect to of such insurance Claims) recoveries in connection with or as a result of any Claim the facts giving rise to an indemnification Claim hereunderthe right of indemnification. If the indemnity amount is paid to the any Indemnified Parties by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 actually receives such insurance proceeds oror indemnity, if such payment has been made by contribution, or similar payments after the settlement of any indemnification claim under Section 11.01 (Indemnification Obligations of the Indemnifying PartiesSellers) or Section 11.02 (Indemnification Obligations of Buyer), and an as applicable, such Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person Party shall promptly pay refund to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costsor indemnity, expenses and other losses)contribution, but not moreor similar payments, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim up to the extent that (i) amount actually received in connection with 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 Authority 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 or the other Transaction Documents (in each case 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 lossclaim.

Liability Limits. (a) The total aggregate amount A. Anything contained in this Lease to the contrary notwithstanding, if Landlord, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any of the Liability covenants or conditions of this Lease; and the Tenant shall look solely to the equity of the applicable Indemnifying Party interest of Landlord in the Property for the satisfaction of the remedies of the Tenant in the event of a breach by the Landlord of any of the terms, covenants and conditions of this Lease to be performed by ▇▇▇▇▇▇▇▇, and no other property or assets of such Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in effect, that Landlord shall not exceed unreasonably withhold or unreasonably delay any consent or any approval, Tenant shall not be entitled to make, nor shall Tenant make, any claim for, and Tenant hereby waives any claim for consequential money damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed any consent or approval. In the applicable Cap; event it is ever found in a court of competent jurisdiction that Landlord acted to withhold or delay consent to willfully damage Tenant and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for any Losses unless and until Tenant seeks damages therefore, then the aggregate parties agree that the amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss damages shall be limited to actual damages. C. Anything contained in this Lease to the amount of contrary notwithstanding, if Tenant, or any Liability successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or damage that remains after deducting therefrom any insurance proceeds and any indemnitypartnership, contribution general or limited, or other similar payment received by legal entity, it is specifically understood and agreed that there shall be no personal liability on the Indemnified Person stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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, covenants or conditions of this Lease; and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person Landlord shall promptly pay look solely to or at the direction equity of the Indemnifying Party the amount interest of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, Tenant in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Property for the enactment satisfaction of any legislation not the remedies of the Tenant in effect on the Closing Date or any change event of any Law or administrative practice of any Governmental Authority 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 Tenant of its obligations under any of the terms, covenants and conditions of this Agreement or the other Transaction Documents (in each case provided such party’s breach is a principal cause or principal contributing factor Lease to such party’s Losses related thereto)be performed by ▇▇▇▇▇▇, and (iiino other property or assets of such Tenant shall be subject to levy, execution or other enforcement procedure for the satisfaction of Landlord's remedies, except as set forth in Paragraph 27.C.(2) 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 lossbelow.

Liability Limits. (a) The total aggregate amount of Notwithstanding anything to the Liability of contrary set forth herein, the applicable Indemnifying Party Concurrent Indemnified Parties shall not exceed make a claim against the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII Company for any indemnification under this Section 9 for Concurrent Losses unless and until the aggregate amount of such Concurrent Losses exceeds the U.S. $100,000 75,000 (the “Minimum Claim Amount”"CONCURRENT BASKET"), after in which event the applicable Concurrent Indemnified Party shall be obligated Parties may claim indemnification for such aggregate all Concurrent Losses, includingincluding the initial U.S. $75,000; provided, but however, the Surviving -------- ------- Obligations and the Surviving Representations shall not limited be subject to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable CapConcurrent Basket. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited Notwithstanding anything to the amount contrary set forth herein, the maximum aggregate liability 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 Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification Company under this AgreementSection 9 for Concurrent Losses shall not exceed the Purchase Price (the "AGGREGATE LIABILITY CAP"); provided, however, the Surviving Obligations and the -------- ------- Surviving Representations shall not be subject to the Aggregate Liability Cap. (c) In no event No Indemnified Party otherwise entitled to indemnification under this Section 9 shall any Indemnifying Party be liable indemnified pursuant to any Indemnified Person 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 any Transaction Document, or diminution of value or any damages based on any type of multiple (except Section 9 to the extent that a court of competent jurisdiction finally determines that such types Indemnified Party's losses are caused by the willful misconduct or gross negligence of damages constitute losses to a third party as a result of any Claim)such Indemnified Party. (d) The amount of any indemnity obligation of any No Indemnifying Party will be required to indemnify any Indemnified Party under this Section 9 for any Concurrent Losses or Company Losses (as the case may be) to the extent reimbursed by insurance payments that are directly attributable to such loss and are paid to such Indemnified Parties provided in this Agreement shall be computed net Party prior to the expiration of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums and costs and expenses incurred the Claims Period 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 loss under this Section 9; provided, however, that the Indemnified Parties -------- ------- Party shall use reasonable efforts to obtain recovery under any insurance policy which was acquired by any Indemnifying such Indemnified Party prior to for the specific Concurrent Losses or Company Losses (as the case may be) for which the Indemnified Person’s actual receipt Party is seeking indemnification, that is in effect at such time of insurance proceeds related thereto, such loss and for which the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall may be entitled to indemnification; provided, further, nothing in this Section 9.4(d) shall -------- ------- require an Indemnified Party to obtain any insurance with respect to Concurrent Losses or Company Losses (as the case may be) for which it may seek 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 Authority 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 or the other Transaction Documents (in each case 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 losshereunder.

Liability Limits. (a) The total aggregate amount 11.1 Neither ChoicePoint, nor any of the Liability of the applicable Indemnifying Party its third-party data providers shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to Edentify (or to any Indemnified Person for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating person claiming through Edentify to the breach or alleged breach of this Agreement or any Transaction Document, 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). (dwhom Edentify may have provided data received from ChoicePoint) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss or injury arising out of or caused in respect of whole or in part by ChoicePoint's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Services. 11.2 The Parties agree that the other Party's aggregate liability for 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 and all loses or any change of any Law or administrative practice of any Governmental Authority 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 injuries arising out of any act or omission by of such Party in connection with anything to be done or furnished under this Agreement, regardless of the party seeking indemnification on cause of the loss or after injury, and regardless of the Closing Date (including without limitation resulting from any change in accounting principlesnature of the legal or equitable right claimed to have been violated, practices or methodologies) and to shall never exceed the extent of any loss arising from any breach by the party seeking indemnification of its obligations amounts paid under this Agreement (or pursuant to any SOW) during the prior twelve (12) months; provided, however, that such limitation of liability shall not apply to either Party's indemnification obligation detailed in Section 10 (Indemnification), or any breach of the provisions of Section 5 (Intellectual Property), Section 9 (Security) or Section 12 (Confidential Information) hereof, and Edentify covenants and promises that it will not ▇▇▇ ChoicePoint for an amount greater than such sum even if Edentify and/or third parties were advised of the possibility of such damages. 11.3 Neither Party will be liable to the other Transaction Documents Party or any third party for any special, exemplary, punitive, indirect, multiple, incidental or consequential damages, including (without limitation) lost profits, arising out of or in each case provided such party’s breach is connection with this Agreement or a principal cause SOW whether based in contract, tort (including, without limitation, negligence) 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 on any other legal or indirectly, equitable grounds. 11.4 Access to the benefit ChoicePoint Data may be subject to interruptions caused by data suppliers, communications carriers or other related companies. ChoicePoint will make prompt reasonable efforts to notify Edentify of any significant interruptions to the ChoicePoint Data that may be reasonably anticipated and that are under the control of ChoicePoint. ChoicePoint is not liable for any damages arising out of the party seeking indemnificationoperation, as a direct result functionality, availability or lack thereof of the actChoicePoint Data, matteractions of its data suppliers, omission communications carriers or circumstance giving rise to such loss.other related companies

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) The liability of the Companies and the Owners for Purchaser Losses with respect to any claims made pursuant to Section 7.1(b) shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to such limitation. (b) The total aggregate amount of the Liability liability of the applicable Indemnifying Party shall not exceed Companies and the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party Owners for Purchaser Losses with respect to any claims made pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (bSection 7.1(b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000)(the “Cap Amount”); provided, however, that the amount liability of the Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to the Cap Amount. Any funds remaining in the Indemnification Escrow Fund on the date that is eighteen (18) months after the Closing Date shall be released to the Companies; provided, however, that the Escrow Agent shall continue to hold any Liability or damage funds that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by are the Indemnified Person in respect subject of any such Claim. The Indemnified Person shall use its commercially reasonable efforts asserted but unresolved claims pursuant to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this the terms of the Escrow Agreement. (c) In The Purchaser shall obtain, at its sole expense, an insurance policy in respect of breaches or inaccuracies of the representations and warranties made in Article 3 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 7.1(b) other than the Indemnification Escrow Fund and that none of the Companies or the Owners shall have aggregate liability in respect of Purchaser Losses under Section 7.1(b) 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 Companies or the Owners other than with respect to any Indemnified Person 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 any Transaction Document, 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. (d) The amount For purposes of this Article 7, any inaccuracy or breach of any indemnity obligation representation or warranty (other than Section 3.6 and clause (a) of any Indemnifying Party to the Indemnified Parties provided in this Agreement Section 3.8) shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amountsdetermined without regard to materiality, increases “material adverse effect” or other similar qualification contained in premiums and costs and expenses incurred with respect or otherwise applicable to such insurance Claims) in connection with representation 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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do sowarranty. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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. (a) The total aggregate amount of the Liability of the applicable Indemnifying No Party shall not exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII have any liability for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after Loss which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, 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). (d) 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 any alteration or repeal or enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority after the Closing Date or any change in any generally accepted accounting principles after the Closing Date. (b) The Losses suffered by any Indemnified Party shall be calculated after giving effect to any amounts recovered by the Indemnified Party from third parties, including insurance proceeds, in each case net of the reasonable out of pocket costs and expenses associated with such recoveries and net of deductibles and increases in premiums, and net of any legislation associated Tax benefits to the Indemnified Party and its Affiliates (it being understood and agreed that the Indemnified Parties shall use their Reasonable Efforts to seek insurance recoveries in respect of Losses to be indemnified hereunder and that no Indemnified Party shall be prohibited from pursuing or change which takes effect retrospectively, collecting on any claim for indemnification in accordance with this Article IX while it is using (iior required to be using) such loss has arisen as a result of efforts to collect from third parties or upon such insurance policies). If any act insurance proceeds or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting other recoveries 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 or the other Transaction Documents third parties are actually realized (in each case provided calculated net of the reasonable out of pocket costs and expenses associated with such party’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), recoveries and (iiinet of deductibles and increases in premiums) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, an Indemnified Party subsequent to the benefit receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceedings or third party seeking indemnificationrecoveries relate, the Indemnified Party shall hold such amounts in trust and appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment. (c) Any indemnity payments made under this Agreement will be treated as a direct result of an adjustment to the act, matter, omission or circumstance giving rise to such lossPurchase Price for all Tax purposes unless otherwise required by Law.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser Indemnified Parties shall have no right to indemnification or payment under this Agreement with respect to, or based on, Taxes to the extent such Taxes (ai) are attributable to any Tax period other than a Tax period (or portion of a Straddle Period) ending on or before the Closing Date, (ii) are due to the unavailability in any Tax periods (or portions thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attributes from a Tax period (or portion thereof) ending on or before the Closing Date, (iii) result from any transactions or actions taken by, or omissions by, the Purchaser Indemnified Parties or any of their Affiliates (including the Company) after the Closing that are not specifically contemplated by this Agreement, or (iv) were already taken into account in the calculation of Indebtedness or Transaction Expenses, in each case as finally determined hereunder. The total aggregate amount of Sellers will not have any obligation to indemnify, defend, reimburse and hold harmless the Liability of the applicable Indemnifying Party shall not exceed the applicable Cap; and no Purchaser Indemnified Party shall be indemnified by an Indemnifying Party Parties pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (bSection 9.1(a) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss unless the aggregate amount of all Losses incurred or suffered by the Purchaser Indemnified Parties pursuant to Section 9.1(a) exceeds $100,000, at which point the full amount of all such Losses shall be limited recoverable, starting from the first dollar of such Losses; provided, however, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 9.1(a) in respect of breaches of, or inaccuracies in, the amount of Fundamental Representations or the representations and warranties set forth in Article X (Tax Matters). The Purchaser will not have any Liability or damage that remains after deducting therefrom any insurance proceeds obligation to indemnify, defend, reimburse and any indemnity, contribution or other similar payment received by hold harmless the Seller Indemnified Person Parties in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 Loss unless the breach or alleged breach of this Agreement or any Transaction Document, 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). (d) The aggregate amount of any indemnity obligation of any Indemnifying Party to all Losses incurred or suffered by the Seller Indemnified Parties provided in this Agreement exceeds $100,000, at which point the full amount of all such Losses shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amountsrecoverable, 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 starting from the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection first dollar of such insurance proceeds orLosses; provided, if such payment has been made by any of however, that the Indemnifying Parties, and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person 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 foregoing limitations will not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required apply to (ia) pursue such insurance prior to seeking indemnification under this ARTICLE XII claims for the purchase price or (iib) commence litigation to recover proceeds under such insurance policies if it is unreasonable do soclaims based upon fraud, willful misconduct or intentional misrepresentation. (e) No Indemnified Person 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 Authority 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 or the other Transaction Documents (in each case 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 in this Agreement: (a) The total aggregate amount of the Liability of the applicable Indemnifying Party Buyer Indemnified Parties shall not exceed make a claim against the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII Seller for any indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds Two Hundred Fifty Thousand Dollars ($100,000 250,000) (the “Minimum Claim AmountThreshold”), after ) in which the applicable event Buyer Indemnified Party shall be obligated Parties may claim indemnification for such aggregate all Buyer Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap.excess of One Hundred Twenty Thousand Dollars ($120,000); (b) Payments by an Indemnifying Party pursuant to ARTICLE XII the maximum aggregate liability of the Seller for indemnification or any other claim under this Agreement or in connection with the transactions contemplated thereby shall not exceed One Million Dollars ($1,000,000) (the “Cap”); (c) Buyer’s remedies for monetary damages in respect of any Loss shall be limited to on account of the amount breach by Seller of any Liability representation, warranty or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person covenant contained in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Documentdeed, ▇▇▇▇ of sale or diminution of value or any damages based on any type of multiple (except other agreement entered into connection herewith shall be the indemnification provided by Seller to the extent such types of damages constitute losses Buyer pursuant to a third party as a result of any Claim).this Section 11; and (d) The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement no event shall either party be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) liable hereunder or in connection with the transactions contemplated hereby for any consequential, special, exemplary or as a result of any Claim giving rise to an indemnification Claim hereunderpunitive damages. If the indemnity amount is paid Further notwithstanding anything herein to the contrary, neither the Threshold nor the Cap shall apply to any Indemnified Parties by any Indemnifying Party prior to the Indemnified PersonParty’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person shall promptly pay to claim for indemnity against Seller 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person 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 Authority 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 Buyer arising from any breach common law fraud by the party seeking indemnification of its obligations under this Agreement Seller or the other Transaction Documents (in each case 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 lossBuyer.

Liability Limits. (a) The total aggregate amount of Notwithstanding anything to the Liability of the applicable Indemnifying Party contrary set forth in this Agreement, Buyer Indemnified Parties shall not exceed make a claim against the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII Seller for any indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds Seventy-Five Thousand Dollars ($100,000 75,000) (the “Minimum Claim AmountThreshold”), after ) in which the applicable event Buyer Indemnified Party shall be obligated Parties may claim indemnification for such aggregate all Buyer Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Capexcess of Thirty-Five Thousand Dollars ($35,000). (b) Payments by an Indemnifying Party pursuant Notwithstanding anything to ARTICLE XII the contrary set forth herein, the maximum aggregate liability of the Seller for indemnification or any other claim under this Agreement shall not exceed (i) One Million Dollars ($1,000,000) or (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) in the case of claims against Seller with respect to the recapture of any Loss shall payment made under the FRA Program, or Government Programs and Blue Cross cost reports filed by Seller, or to be limited filed, for or relating to periods prior to Closing for services rendered by Seller up 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 Closing (the Indemnified Person in respect of any such Claim. The Indemnified Person 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“Cap”). (c) In no event shall any Indemnifying Party either party be liable hereunder or in connection with the transactions contemplated hereby for any consequential, special, exemplary or punitive damages. Further notwithstanding anything herein to the contrary, neither the Threshold nor the Cap shall apply to any Indemnified Person Party’s claim for indemnity against Seller or Buyer arising from any punitive, incidental, exemplary, consequential, special common law fraud by Seller or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Transaction Document, 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)Buyer. (d) The amount For purposes 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 Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification determining Losses under this ARTICLE XII or (ii) commence litigation Article XI, all qualifications as to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for materiality in 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 representation and warranty or any change of any Law or administrative practice of any Governmental Authority 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 or the other Transaction Documents (in each case 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 losscovenant will be disregarded.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) The in no event shall Seller’s total aggregate liability for any and all Buyer Losses exceed the Base Purchase Price; (b) for purposes of computing the aggregate amount of claims against Seller, the Liability amount of the applicable Indemnifying Party shall not exceed the applicable Cap; and no each claim by a Buyer Indemnified Party shall be indemnified deemed to be an amount equal to, and any payments by an Indemnifying Party Seller pursuant to ARTICLE XII for any Losses unless and until Section 8.1 shall be limited to, the aggregate amount of Losses that remain after deducting therefrom (i) any third party insurance proceeds (including pursuant to Section 5.16) and any indemnity, contributions or other similar payment actually received from any third party with respect thereto; and (ii) any net Tax benefit recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses giving rise to such Losses exceeds $100,000 (claim for indemnification, to the “Minimum Claim Amount”), after extent such benefit is recognized in the taxable year in which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to relevant Losses were incurred or the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap.immediately succeeding taxable year; (bc) Payments by an Indemnifying Party the amount of indemnity payable pursuant to ARTICLE XII in Section 8.1 with respect of to any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person 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. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person 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 any Transaction Document, or diminution of value or any damages based on any type of multiple (except reduced to the extent such types of damages constitute losses necessary to a third party as a result prevent duplication of any Claim).adjustment to the Closing Purchase Price reflected on the Final Closing Statement; (d) The in any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Seller has indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by Seller to or on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any amount expended by Seller in pursuing or defending any claim arising out of such matter; (e) any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in payment under this Agreement shall be computed net of any insurance proceeds actually received by treated as an Indemnified Person (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 adjustment to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person shall promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of Purchase Price for 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim Tax purposes to the extent that permitted by applicable Law; and (if) such loss would not have arisen but for purposes of determining both the enactment failure of any legislation not representation or warranty to be true and correct and calculating Losses hereunder, any qualifications in effect on the Closing Date representations and warranties herein as to “materiality”, “Material Adverse Effect” or any change words of any Law or administrative practice of any Governmental Authority 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 or the other Transaction Documents (in each case 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 losssimilar import shall be disregarded.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) The total Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Article VIII unless and until the Buyer Indemnified Parties shall have suffered indemnifiable Losses in excess of Fifteen Million Dollars ($15,000,000) (the “Buyer Deductible”) in the aggregate, in which case the Buyer Indemnified Parties shall be entitled to recover only Losses in excess of the Buyer Deductible; provided, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by or included in calculating the Buyer Deductible other than Losses in excess of Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold Amount”) resulting from a single claim or aggregated claims arising out of the same facts, events or circumstances; provided, however, that any Losses arising under Section 8.1(a) with respect to any breach or inaccuracy of Section 3.6 shall not be subject to the Threshold Amount but shall be subject to the Buyer Deductible; (b) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to this Article VIII exceed One Hundred Million Dollars ($100,000,000) (the Liability “Buyer Cap”); (c) for purposes of computing the applicable Indemnifying Party shall not exceed aggregate amount of claims against Seller, the applicable Cap; and no amount of each claim by a Buyer Indemnified Party shall be indemnified deemed to be an amount equal to, and any payments by an Indemnifying Party Seller pursuant to ARTICLE XII for any Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss this Article VIII 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 payable by any third party with respect thereto, but only to the extent such proceeds, contributions or payments are actually received by a Buyer Indemnified Party, and (ii) any net Tax benefit actually recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification, with such net Tax benefit (if any) being determined by properly taking into account any adverse Tax consequences to a Buyer Indemnified Person Party or any Affiliate thereof with respect to the receipt of such indemnification payments from Seller; (d) in respect of any such Claim. The Indemnified Person 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. (c) In no event , Seller shall not be required to indemnify any Indemnifying Party be liable to any Indemnified 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 to the breach buyers, other than special, exemplary or alleged breach of this Agreement or any Transaction Document, or diminution of value or any consequential damages based on any type of multiple (except to the extent such types of damages constitute losses actually paid to a third party as Person other than a result of any Claim). (d) The amount of any indemnity obligation of any Indemnifying Party to the Buyer Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (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 Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person 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 Person subsequently receives such insurance proceeds, then the Indemnified Person 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 Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so.; (e) No no Indemnifying Party shall have any liability under this Article VIII to indemnify any Indemnified Person shall be entitled Party with respect to indemnification hereunder for any loss in respect of any Claim a Loss to the extent that the Loss arose from any action taken directly or indirectly by any Indemnified Party on or after the Closing Date; (if) such loss no Party shall have any liability for any Loss which would not have arisen but for the any alteration or repeal or enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority after the Closing Date or Date; (g) Seller shall have no liability for any Loss that would not have arisen but for any change in any generally accepted the accounting principles policies, practices or procedures adopted by Buyer or its Affiliates after the Closing Date, including other than such changes in each accounting policies to the extent but only to the extent the Financial Statements are not in compliance with GAAP as in effect on the date of the Financial Statements; (h) in any case where a Buyer Indemnified Party recovers from third Persons any legislation amount in respect of a matter with respect to which Seller has indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by Seller to or change which takes effect retrospectivelyon behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any reasonable amounts expended by Seller in pursuing or defending any third party claim arising out of 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 or the other Transaction Documents (in each case 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.;