Common use of Limitations on Claims Clause in Contracts

Limitations on Claims. (a) No Party shall have any obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Party Notwithstanding anything in this Article VII to the contrary, the rights of the parties to be indemnified and held harmless under this Agreement shall have any obligation be limited as follows: (i) no claims for indemnity by a Purchaser Indemnitee pursuant to indemnify an Indemnified Party Section 7.2(b) shall be made unless and until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a)Claims exceeds $200,000, as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party case Seller shall be obligated to pay in full indemnify, defend and hold harmless the Purchaser Indemnitee for all such Losses Damages; (commencing with ii) the maximum aggregate liability of Seller for Claims pursuant to Section 7.2(a)-(d) shall be limited to $1 million; (iii) the maximum aggregate liability of Purchaser for Claims pursuant to Section 7.3(a) and (b) shall be limited to $1 million; and (iv) no claims for indemnity pursuant to Section 7.2(a)-(d) shall first be made by any party after the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach anniversary of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudClosing Date. (b) No Party shall have The liability of a party with respect to any obligation to indemnify claim for indemnity by an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification Indemnitee pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this Article VII shall not apply to Losses resulting from, arising out of or relating to be offset dollar for dollar by (i) any breach insurance proceeds actually received and retained by such Indemnitee after the Closing Date in respect of the Fundamental RepresentationsDamages involved, and (ii) any breach other recovery made by such Indemnitee from any third party on account of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraudDamages involved. (c) Except as otherwise provided in Section 11.04(d)The parties’ right to indemnification will not be affected or limited by any investigation conducted by or on behalf of such party, the aggregate liability any preparation of the Indemnifying Parties under compilation by such party of schedules to this Article 11 resulting from breaches Agreement or any knowledge acquired (or capable of representations or warranties herein and in being acquired) at any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudtime. (d) Separate from For purposes of calculating the Cap established in Section 11.04(camount of Damages to which a party is entitled under this Article VII (but not for determining whether a representation or warranty has been breached), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(cterms “material,” “materiality,” and other qualifiers, modifiers or limitations (including qualifiers as to “Knowledge”) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) frauddisregarded. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that of payment of any Losses are subject to indemnification pursuant to both Claim, the Indemnifying Party (xas defined below) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant subrogated to Section 11.01(cany and all claims and causes of action of the Indemnitee (as defined below) and shall have the Special Item Cap shall apply (subject right to seek and retain the second proviso set forth proceeds of any and all actions in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))furtherance thereof.

Limitations on Claims. (a) No Party The maximum aggregate liability of the Stockholders to the Covenant Indemnified Persons under Section 5.2(a) shall have not exceed Four Million Dollars ($4,000,000) (the "General Cap"), and Covenant, on behalf of itself and the other Covenant Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any obligation to indemnify an Damages under Section 5.2(a) in excess of the General Cap. Notwithstanding the foregoing, the General Cap shall not limit any recovery by the Covenant Indemnified Party until Persons (i) in the aggregate amount case of all Losses incurred by such Party that are subject to indemnification pursuant to fraud, (ii) in any action involving a Breach of Section 11.01(a2.2 [Authorization and Validity], or 2.3 [Capitalization], or (iii) in any claim for Damages under Sections 5.2(b) or 5.2(c). The Stockholders’ liability for Damages under Section 11.02(a), as applicable, equals or exceeds one percent (1%5.2(a) in excess of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party General Cap shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); providedseveral, however, that the Deductible shall and not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudjoint. (b) No Party Covenant Indemnified Persons shall have be entitled to recover any obligation Damages pursuant to indemnify an Section 5.2(a) unless the aggregate amount of all Damages for which Covenant Indemnified Party in connection with any single item or group of related items that result in Losses that are subject Persons would, but for this sentence, be entitled to receive indemnification pursuant to Section 11.01(a5.2(a) or Section 11.02(a), as applicable, in the aggregate of less than exceeds Two Hundred Fifty Thousand Dollars ($50,000250,000) (the "Damage Threshold"); provided, howeverand then only for such Damages in excess of the Damage Threshold. Notwithstanding the foregoing, that such threshold the limitation in this Section 5.5(b) shall not apply to Losses resulting from, arising out of or relating to (i) any breach in the case of the Fundamental Representationsfraud, (ii) in any breach claim for Breach of the representations Section 2.2 [Authorization and warranties set forth in Section 3.15 (Environmental) Validity] or Section 3.26 (No Debt), 2.3 [Capitalization] or (iii) in any willful breach of any representation claim for Damages under Sections 5.2(b) or warranty, or (iv) fraud5.2(c). (c) Except as otherwise provided in Section 11.04(d), the The maximum aggregate liability of the Indemnifying Parties Stockholders to the Covenant Indemnified Persons under this Article 11 resulting from breaches Sections 5.2(c) shall not exceed One Hundred Thirty Thousand Dollars ($130,000) (the "Special Cap"), and Covenant, on behalf of representations or warranties herein itself and the other Covenant Indemnified Persons, agrees not to seek, and shall not be entitled to recover, any Damages under Sections 5.2(c) in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) excess of the Final Purchase Price (Special Cap. Notwithstanding the “Cap”); providedforegoing, however, that the Special Cap shall not apply to Losses resulting from, arising out of or relating to (i) limit recovery by the Covenant Indemnified Persons in any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) case based on fraud. (d) Separate from During the Cap established in Section 11.04(c), the aggregate liability term of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(cEscrow Agreement, all claims for indemnification of the Covenant Indemnified Persons pursuant to Sections 5.2(a) and 5.2(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess paid first out of the Special Item Deductible; provided, further, that neither Indemnity Escrow Funds in accordance with the Special Item Cap nor terms of the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 Escrow Agreement and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso other limitations set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).this Article V.

Limitations on Claims. (a) No Party a. Subject to Section 37(b), Sellers, in their capacity as indemnifying parties under Section 34, and Purchaser, in its capacity as an indemnifying party under Section 35, shall not have any obligation to indemnify an any Purchaser Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a)Seller Indemnified Party, as applicable, equals or exceeds one percent (1%) until the aggregate of all such claimed Losses of the Final Purchase Price applicable Indemnified Party (for the avoidance of doubt, including any amount not claimed because of the operation of the threshold) exceeds an amount equal to One Hundred Fifty Thousand United States Dollars and Zero Cents ($150,000.00 USD) (the “DeductibleBasket”) in ), at which event time the applicable Indemnifying Party shall be obligated required to pay in full indemnify the applicable Indemnified Party for all such Losses (commencing with from and including the first dollar thereof)dollar; provided, however, that the Deductible Basket shall not apply to Losses resulting from, arising out any claim for indemnification for (i) Sellers’ operation of the Business or the ownership and use of the Assets prior to the Closing and relating to the period prior to the Closing, (wii) Purchaser’s operation of the Business or the ownership and use of the Assets from and after the Closing and relating to the period after the Closing, (iii) a breach of any covenant, (iv) any breach of the Fundamental RepresentationsRepresentation, (xv) any breach of Tax Liabilities, (vi) the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt)Pre-Closing Actions, or the second sentence (vii) in respect of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudinvolving Fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item b. The aggregate liability of Sellers under Section 34 or group of related items that result in Losses that are subject to indemnification pursuant to Purchaser under Section 11.01(a) or Section 11.02(a)35, as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply as follows: with respect to Losses resulting from, arising out from breaches of representations or relating to (i) any breach of the warranties herein that are not Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars percent ($25,000,00025%) of the Purchase Price actually received by Sellers as of the time of the indemnification claim (which, if Purchaser is otherwise entitled to indemnification in accordance with the terms hereof, may be offset by prior written notice to Sellers against any portion of the Purchase Price or Eligible Collections not yet paid or payable or collected and remitted, as applicable) (collectively, the “Special Item Cap”); provided, however, provided that Seller any claim for indemnification in respect of any breach of any covenant or any representation or warranty involving Fraud shall have no obligation not be subject to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred the Cap. Notwithstanding anything to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”)contrary set forth herein, in which no event shall the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating with respect to (i) any willful breach Seller’s Pre-Closing Liabilities, including, without limitation, the Closing Date Indebtedness (as may be adjusted post-Closing in accordance with Section 4(d)) except in each case to the extent not previously credited to the Purchase Price, and, for the avoidance of doubt, costs and expenses incurred in connection with any representation or warranty or Pre-Closing Actions, (ii) fraudany Fundamental Representation, (iii) Purchaser’s operation of the Business or the ownership and use of the Assets from and after the Closing relating to the period after Closing, (iv) Tax Liabilities, and (v) Fraud. Without limiting the foregoing, any Losses incurred by the Purchaser Indemnified Parties to which they are entitled to indemnification in accordance with the terms hereof shall first, by prior written notice to Sellers from Purchaser, be offset against any portion of the Purchase Price not yet paid or payable under the Notes or Eligible Collections collected but not yet remitted to Sellers, with such offset to be proportionately applied among the Notes and Sellers prior to Sellers being required to pay out-of-pocket for any Losses. (e) For purposes of this Article 11, any inaccuracy in c. No Purchaser Indemnified Party or breach of any representation or warranty Seller Indemnified Party shall be determined without regard entitled to duplicate recovery with respect to any materialityindemnification claim under this Agreement, Material Adverse Effect even though the facts or other similar qualification contained in or otherwise applicable series of related facts giving rise to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of claim may constitute a breach of more than one representation, warranty or covenant or agreement set forth herein, or any of the agreements or instruments entered into in connection herewith. For the avoidance of doubt, Sellers’ indemnification under Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses 34 shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject without duplication of any Closing Date Indebtedness to the second proviso set forth extent credited to Purchaser in Section 11.04(d)); and (ii) if there does not occur a prohibition on calculating the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))First Installment.

Limitations on Claims. 11.1 The provisions of this clause 11 (except for clause 11.11 which shall apply generally in its terms) shall operate to define and limit the liability of the Vendor in respect of any Claims and to establish the circumstances within which Claims may be made. 11.2 The maximum aggregate liability of the Vendor in respect of: (a) No Party all Claims shall not exceed the amount of the Consideration; (b) (subject to the overall limit in paragraph (a)) all Claims pursuant to paragraph 11 of the Warranties shall not exceed 15,000,000; and (c) (subject to the overall limit in paragraph (a)) all Claims other than those made pursuant to paragraphs 1, 2.1, 2.2 or 11 of the Warranties shall not exceed (pounds)10,000,000. 11.3 The Vendor shall not have any obligation liability in respect of any individual Warranty Claim (other than a Claim pursuant to indemnify an Indemnified Party until paragraphs 1, 2.1 or 2.2 of the Warranties) unless its liability in respect of such Claim exceeds (pounds)50,000. Where a series of Claims arise out of the same act, omission, fact or circumstances, they shall be aggregated for the purposes of determining whether or not the relevant one of these thresholds has been exceeded. For the avoidance of doubt amounts for which the Vendor has no liability, or by which its liability is reduced, as a consequence of the operation of this clause 11 or clause 12 shall not be taken into account in determining whether the amount of such Claim exceeds the threshold specified in this clause 11.3. (a) The Vendor shall not have any liability in respect of any Warranty Claim (other than a Claim pursuant to paragraphs 1, 2.1 or 2.2 of the Warranties) unless the aggregate amount of its liability in respect of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or Claims under the Warranties exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) pound)1,000,000 in which event case it shall only be liable for the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudexcess. (b) No Party For the avoidance of doubt, amounts for which the Vendor has no liability, or by which the Vendor's liability is reduced, as a consequence of the operation of this clause 11 and/or clauses 10 or 12 shall not be capable of being aggregated as a Claim or part thereof with other Claims for the purposes of this clause 11.4. 11.5 The Vendor shall not be liable for any Claim unless the Vendor shall have received from the Purchaser written notice containing specific reasonable details of the Claim, including the Purchaser's estimate (on a without prejudice basis) of the amount of such Claim, on or before the date falling one (1) year after the Closing Date. The Purchaser shall give notice to the Vendor of the relevant facts or matter that may give rise to a Claim as soon as practicable after it becomes aware of such facts or matter. Failure to give such notice shall not of itself prevent the Purchaser from bringing the relevant Claim, but the Vendor shall not be liable to the Purchaser in respect of such Claim to the extent that the amount of it is increased, or is not reduced, as a result of such failure. 11.6 Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn (and no new claim may be made in respect of the facts giving rise to such withdrawn claim) unless legal proceedings in respect of it have been commenced by both being issued and served within nine (9) months of the rejection in writing of such Claim by the Vendor. 11.7 The liability of the Vendor for any Claim in respect of any fact, matter, event or circumstance shall be reduced or extinguished: (a) to the extent that such Claim arises or, such Claim otherwise having arisen, is increased as a result of any legislation not in force at the date hereof or any change of law, regulation, directive, requirement or administrative practice having the force of law or the practice of any tax authority or any change in rates of tax made after the Closing Date; (b) to the extent that such Claim would not have arisen but for, or is increased as a result of, a voluntary act, omission, transaction or arrangement (other than any voluntary act, omission, transaction or arrangement which is contemplated by this Agreement) carried out after the Closing Date by the Purchaser or any other member of the Purchaser's Group or their respective directors, employees or agents where such person had actual knowledge that such act, omission, transaction or arrangement would or would be likely to give rise to or increase a Claim and a reasonable alternate course of action was available which would not be expected to give rise to a claim; (c) to the extent that the amount of such Claim is recovered under any policy of insurance; (d) if the Purchaser failed to comply or procure compliance with the terms of any provision of this Agreement, to the extent that the Vendor could have avoided or mitigated the loss arising from the subject matter of the Claim if the Purchaser had complied with such provision; or (e) to the extent that the Claim or breach would not have arisen but for an act, omission, transaction or arrangement carried out by the Vendor or any member of the Vendor's Group at the written request or with the written approval of the Purchaser or any other member of the Purchaser's Group or any of their respective authorised representatives except when any employee of the Vendor's Group who either receives such request or seeks such approval has actual knowledge at the relevant time that the Claim will arise or increase as a result of the matter in respect of which the request, consent or approval is made or given and fails to disclose that fact to the Purchaser. 11.8 If any Claim shall arise by reason of some liability which at the time that the Claim is notified to the Vendor is contingent only, the Vendor shall be under no obligation to indemnify an Indemnified Party make any payment to the Purchaser in respect of such Claim until such time as such contingent liability ceases to be so contingent. Clause 11.6 shall be amended in relation to such Claim so that the Claim shall not be deemed to be withdrawn unless legal proceedings have not been commenced within nine months from the later of (i) the date on which the said liability ceases to be contingent; and (ii) the rejection in writing of such Claim by the Vendor. 11.9 The Purchaser's Group shall not be entitled to recover any Costs more than once to the extent that this could lead to double-recovery of the same Costs in relation to the claims under more than one of the Warranties and/or indemnities provided by members of the Vendor's Group under, or in connection with, this Agreement or the Ancillary Agreements. The Vendor and the Purchaser hereby agree with each other that, to the extent that a benefit or saving obtained by any single item member of the Purchaser's Group has been taken into account in reducing any claim or group has given rise to a payment by the Purchaser's Group under this Agreement, it shall not be so taken into account again or give rise to another such payment. 11.10 Before making a Claim in respect of related items any breach of the Warranties which is capable of remedy, the Purchaser shall allow the Vendor thirty (30) days after the date on which notice of the relevant facts or matter that result may give rise to a Claim is given in Losses that are subject accordance with clause 11.5 in order to indemnification allow the Vendor to remedy the breach unless to do so would prejudice the Purchaser to any significant extent. 11.11 Each of the Vendor and the Purchaser hereby waives and relinquishes any right of set off or counterclaim, deduction or retention which it might otherwise have in respect of any Claim or out of any payments which it may be obliged to make (or procure to be made) to the other of them pursuant to Section 11.01(a) or Section 11.02(a), as applicable, this Agreement. 11.12 The limitations on liability set out in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this clause 11 shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only Claim to the extent they are in excess such Claim is attributable to, or such Claim is increased as a result of, fraud or deceit on the part of the Special Item Deductible; provided, further, that neither Vendor or any of its Related Persons. 11.13 The sole remedy against the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) Vendor for any willful breach by it of any representation of the Warranties shall be an action for damages. The Purchaser shall not be entitled to rescind this Agreement before or warranty or (ii) fraudafter Closing in any circumstances. (e) For purposes 11.14 Nothing in this clause 11 or clauses 10 and 12 shall in any way restrict or limit the general obligation at law of the Purchaser to mitigate any loss or damage which it may suffer in consequence of any breach by the Vendor of the terms of this Article 11Agreement or any fact, any inaccuracy in matter, event or breach of any representation or warranty shall be determined without regard circumstance giving rise to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantya Warranty Claim. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Neither Party shall have any obligation to indemnify an the other Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, this Article 11 equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated liable for Losses only to pay the extent they are in full all such Losses (commencing with excess of the first dollar thereof)Deductible; provided, howeverthat, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (wi) any breach of the Fundamental Representations, (x) any breach of the representations and warranties Seller’s covenant set forth in Section 3.15 (Environmental5.08 or Seller’s representation and warranty set forth in Section 3.11(h), Section 3.26 (No Debt), or the second sentence of Section 3.03, (yii) any willful breach of any representation or warranty warranty, or (ziii) fraud. (b) No Neither Party shall have any obligation to indemnify an the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties Seller’s covenant set forth in Section 3.15 (Environmental) 5.08 or Seller’s representation and warranty set forth in Section 3.26 (No Debt3.11(h), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve twenty percent (1220%) of the Final Purchase Price (the “Cap”); provided, howeverthat, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the Seller’s covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt)5.08, (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (iii) any willful breach of any representation or warranty or (iiiii) fraud. (ed) For purposes Subject to Section 11.01, the aggregate liability of Seller under this Article 11 resulting from a breach of Section 3.11(h) shall be limited to an amount equal to the Final Purchase Price less any amounts recovered by Purchaser pursuant to any other provision of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (fe) In the event that The amount of any Losses are subject to indemnification claim pursuant to both this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (xless the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) Section 11.01(aand the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the placement of CCR or non-CCR waste-streams Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an impoundment or closure amount equal to such Tax benefit; provided, that such payment shall not exceed the amount of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))indemnity payment.

Limitations on Claims. (a) Notwithstanding anything in this Article IX to the contrary, the rights of the parties to be indemnified and held harmless under this Agreement shall be limited as follows: (i) No Party claims for indemnity by a Purchaser Indemnitee for any inaccuracy in a representation or warranty (other than for breach of Section 3.2, 3.3, 3.4(a), 3.4(c), 3.13(b) or 3.24, which shall have any obligation to indemnify an Indemnified Party each be indemnified from the first dollar of Damages) made in this Agreement by HCA shall be made unless and until the aggregate dollar amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a)Claims exceeds $3,500,000, as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party case HCA shall be obligated to pay in full indemnify, defend and hold harmless the Purchaser Indemnitee for all Damages above and beyond such Losses amount (commencing with excluding the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach initial $3,500,000 of the Fundamental Representations, Base Purchase Price) provided that materiality qualifications (xand the like) any breach will not be taken into account in determining the magnitude of the representations and warranties damages occasioned by a breach for purposes of calculating the amount of Damages subject to the deductible set forth in this Section 3.15 9.4(a)(i); (Environmental), ii) The maximum aggregate liability of HCA for Claims pursuant to Sections 9.2(b) and (c) shall be limited to the Purchase Price; and (iii) The maximum aggregate liability of Purchaser for Claims pursuant to Section 3.26 9.3(b) and (No Debt), or c) shall be limited to the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudPurchase Price. (b) No Party shall have The liability of a party with respect to any obligation to indemnify claim for indemnity by an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification Indemnitee pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold this Article IX shall not apply to Losses resulting from, arising out of or relating to be offset dollar for dollar by (i) any breach insurance proceeds received by such Indemnitee after the Effective Time in respect of the Fundamental RepresentationsDamages involved, (ii) any breach positive Tax effect actually recognized by the Indemnitee in respect of the representations Damages involved, and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of other recovery made by such Indemnitee from any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability third party on account of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudDamages involved. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No An Indemnifying Party shall have any no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification by such Indemnifying Party pursuant to Section 11.01(a) this Article 6 equal or Section 11.02(a), as applicable, equals or exceeds one percent (1%) exceed [***] of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated liable for Losses only to pay the extent they are in full all such Losses (commencing with excess of the first dollar thereof)Deductible; provided, however, provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (wi) any breach of the Fundamental RepresentationsFraudulent Action, (xii) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt)matters referenced on Schedule 6.01, or the second sentence of Section 3.03, (yiii) any willful a breach of any representation or warranty or (z) fraudFundamental Representations. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties under this Article 11 6 resulting from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) [***] of the Final Purchase Price (the “Cap”); provided, however, provided that the Cap shall not apply to Losses resulting from, arising out of or relating to to: (i) any Fraudulent Action or (ii) a breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the . The aggregate liability of the Seller Indemnifying Parties under this Article 11 or the Purchaser Indemnifying Parties, as applicable, resulting from Losses covered by Section 11.01(c) breaches of representations or warranties (including Fundamental Representations), covenants, agreements or obligations made in this Agreement or in any certificates delivered pursuant hereto (including, for the avoidance of doubt, in respect of the matters referenced on Schedule 6.01, other than item 2 of Schedule 6.01), shall be limited to an amount equal to twenty-five million dollars ($25,000,000) the Purchase Price (the “Special Item Aggregate Cap”); provided, however, provided that Seller the Aggregate Cap shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to the matters referenced in item 2 of Schedule 6.01; provided, further, in no event shall the sum of Seller’s liability resulting from any claims under item 2 of Schedule 6.01, in the aggregate, exceed the Tax Loss Cap. (c) The amount of any claim pursuant to this Article 6 will be reduced by the amount of (i) any willful breach of any representation or warranty or actual recovery under insurance policies that provide coverage, (ii) fraudany actual recovery of reimbursement, indemnification or payment from any third Person, and (iii) the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties (or, in the case of an Indemnified Party that is either a disregarded entity, partnership or other pass-through entity for U.S. federal income tax purposes, the ultimate taxpayer(s) with respect to such entity), in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such payment or Tax benefit after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an amount equal to such payment or Tax benefit; provided that such payment shall not exceed the amount of the indemnity payment. (ed) For purposes Notwithstanding any provision of this Article 11Agreement to the contrary, any inaccuracy in or breach of any representation or warranty neither Purchaser nor Seller shall be determined without regard obligated to indemnify any materialitySeller Indemnified Party or Purchaser Indemnified Party, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that as applicable, for any Losses are subject to indemnification the extent such Loss is accounted for in the determination of the Adjusted Purchase Price pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Adjusted Purchase Price Model.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (zii) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a11.01(ii), Section 11.01(iii) or Section 11.02(a11.01(iv), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. 13.1 The provisions of this clause 13 shall operate, in accordance with its terms, to limit or reduce the liability of the Vendor in respect of Relevant Claims save that: (a) No Party nothing in this clause 13 other than the provisions of clauses 13.20 and 13.21 shall have any obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) apply or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price (the “Deductible”) operate in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach respect of any representation Unlimited Claim or warranty or (z) fraud.any Tax Claim; (b) No Party nothing in this clause 13 other than the provisions of clauses 13.8, 13.13, 13.14, 13.15, 13.16, 13.17, 13.20 and 13.21 shall have any obligation to indemnify an Indemnified Party apply or operate in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach respect of any representation or warranty, or (iv) fraud.Indemnity Claim; (c) Except as otherwise provided in Section 11.04(d)the provisions of clauses 13.2, the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein 13.5 and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap 13.7 shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth operate in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach respect of any representation or warranty, or (v) fraud.Litigation/Compliance/Regulatory Claim; (d) Separate from the Cap established provisions of clause 13.5 shall not apply or operate in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach respect of any representation or warranty or (ii) fraud.Environmental Claim; and (e) For purposes of nothing in this Article 11, any inaccuracy in clause 13 shall apply or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) operate in respect of a breach any liability, loss or cost under any Claim to the extent such liability, loss or cost arises or results from or is increased by the fraud of Section 3.15 the Vendor or any other member of the ABB Group, and (y) Section 11.01(c):the provisions of this clause 13 shall be construed accordingly. CONFORMED COPY TIME LIMITS FOR BRINGING CLAIMS 13.2 The Vendor shall not be liable for any Warranty Claim unless it shall have received from the Purchaser written notice containing details of the Warranty Claim, including the Purchaser's estimate of the amount thereof: (i) if there occurs a prohibition on in the placement of CCR or non-CCR waste-streams in an impoundment or closure case of an impoundmentEnvironmental Claim, such Losses shall be indemnifiable pursuant to Section 11.01(cwithin seven (7) and years of the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d))Completion Date; and (ii) in the case of any other Warranty Claim in respect of any of the Warranties (other than a Tax Warranty) within eighteen (18) months of the Completion Date. DE MINIMIS 13.3 The Vendor shall have no liability in respect of any single Warranty Claim, or any series of similar or related Warranty Claims arising out of similar or related facts, circumstances or matters, unless the liability of the Vendor in respect of such Warranty Claim, or such similar or related Warranty Claims (in aggregate), exceeds: (a) where such Warranty Claim relates to any underlying Infrastructure Financial Asset, or to any underlying Mid Market Financial Asset where such Mid Market Financial Asset has a value equivalent to US$3,000,000 or more, US$2.5 million; (b) where such Warranty Claim relates to any underlying Mid Market Financial Asset where such Mid Market Financial Asset has a value equivalent to less than US$3,000,000, US$200,000; (c) where such Warranty Claim relates to any underlying Small Ticket Financial Assets, US$100,000 provided that: (i) for the purposes of the Warranties in paragraph 11 of Schedule 3 (Vendor Warranties) any series of Warranty Claims arising out of a systemic failure or out of similar or related facts, matters or circumstances shall be treated as a single Warranty Claim, but otherwise each Warranty Claim in relation to the underlying Small Ticket Financial Assets shall be treated as a separate Warranty Claim; and (ii) a Warranty Claim may only be made in relation to the Warranty in paragraph 11.1 of Schedule 3 (Vendor Warranties) to the extent that the loss being claimed in respect of the particular Small Ticket Data Tape to which such claim relates, when aggregated with all other losses and gains then resulting from inaccuracies in that particular Small Ticket Data Tape, results or would reasonably be expected to result in an aggregate net loss in the cash-flows warranted as being generated by the Small Ticket Financial Assets underlying that particular Small Ticket Data Tape; and (d) where such Warranty Claim relates to any other matter, US$200,000. BASKET 13.4 The Vendor shall have no liability in respect of: (a) any Warranty Claim referred to in clause 13.3(a), unless the aggregate amount of the liability in respect of all such Warranty Claims shall exceed US$10 million; (b) any Warranty Claim referred to in clauses 13.3(b) and/or 13.3(c) unless the aggregate amount of the liability in respect of all such Warranty Claims shall exceed US$3.5 million; and (c) any Warranty Claim referred to in clause 13.3(d) unless the aggregate amount of the liability in respect of all such Warranty Claims shall exceed US$2.5 million, in which case the Purchaser (for itself and/or as trustee for each relevant member of the Purchaser's Group) shall be able to claim the whole amount of such Warranty Claim(s) and not merely the excess. AGGREGATE CAP 13.5 The total aggregate liability of the Vendor in respect of all Warranty Claims shall not exceed the sum of US$350 million. GENERAL LIMITATIONS 13.6 If any Warranty Claim is based upon a liability which is contingent only, the Vendor shall not be liable to make payment unless and until such contingent liability becomes an actual liability but, subject as provided in clause 13.2, without prejudice to the right of the Purchaser (for itself and/or as trustee for each member of the Purchaser's Group) to give notice thereof and to issue and serve proceedings in respect thereof prior thereto. For the avoidance of doubt, the fact that the liability may not have become an actual liability by the relevant date provided in clause 13.2 shall not prevent the Purchaser from giving notice in respect thereof in accordance with clause 13.2 nor shall it exonerate the Vendor in respect of any Warranty Claim properly notified before the relevant date. In addition, the provisions of clauses 13.15 and 13.17 shall in no way operate so as to prohibit or restrict the Purchaser from giving notice in respect of the Warranty Claim in question, and any request by the Vendor to the contrary will be deemed unreasonable for such purposes. 13.7 Any Warranty Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have commenced by both being issued and served within twelve (12) months of notification to the Vendor pursuant to clause 13.2, save: (a) where the Warranty Claim relates to a contingent liability in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served within twelve (12) months of it having become an actual liability; and (b) where the commencement of such legal proceedings is delayed by the operation of clauses 13.15 and/or 13.17, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served within twelve (12) months of the Vendor ceasing to utilise the provisions of clauses 13.15 and/or 13.17 in respect thereof. COMPLETION BALANCE SHEET 13.8 The Vendor shall not be liable for any Relevant Claim to the extent (i) of any allowance, provision or reserve in respect of the fact, matter, event or circumstance giving rise to such Relevant Claim that has been specifically made in the Completion Balance Sheet or (ii) that such results in a decrease in the Final Consideration payable under clause 2.5. ACTS OF THE PURCHASER 13.9 The Vendor shall not be liable for any Warranty Claim to the extent that the matter giving rise to the Warranty Claim would not have arisen but for a voluntary act or failure to act, transaction or arrangement which is carried out after the Completion Date by or at the request of any director, employee or agent of the Purchaser or any other member of the Purchaser's Group (excluding, prior to Completion, the SF Group) to the extent that they have apparent authority to do so (other than, in each case, (a) in the ordinary and usual course of business; (b) in mitigating any loss, liability, cost or expense which forms the basis of a Claim; or (c) as required in order to comply with any obligations under any of the Transaction Documents) and which the Purchaser or any member of the Purchaser's Group knew or ought reasonably to have known would give rise to a Warranty Claim. For the purposes of this clause 13.9, an act, transaction or arrangement shall not be regarded as "voluntary" if it is done or effected: (a) at the request of the Vendor or any member of the ABB Group; (b) as a consequence of the Hive-Down and Transfer arrangements contemplated by Part C of Schedule 13 (Excluded Assets/Excluded Contracts/Excluded Businesses); (c) in order to comply with any legal or regulatory obligation (contractual or otherwise) imposed on the SF Group and/or the SF Business from time to time; or (d) in order to perform any of its obligations or discharge any of its liabilities under or pursuant to any of the Transaction Documents. RETROSPECTIVE LEGISLATION 13.10 Without prejudice to the applicability of laws previously in force in the definition of "Environmental Laws", the Vendor shall not be liable in respect of any Warranty Claim to the extent that such Warranty Claim would not have arisen but for, or such Warranty Claim is increased as a result of, any legislation which is not in force at Completion or any change of law, regulation, directive, requirement or CONFORMED COPY administrative practice or ruling, or any change in rates of tax, which in each case is not in force at or before Completion. ACCOUNTING POLICIES AND TAXATION 13.11 The Vendor shall not be liable for any Warranty Claim to the extent that such Warranty Claim arises or, such Warranty Claim otherwise having arisen, is increased, as a result of any change made after Completion in any applicable accounting policies, practice or standards, or the length of any accounting period for Tax purposes, of any member of the Purchaser's Group, save to the extent that such changes are made in order to bring the relevant accounting policies, practice or standards into compliance with applicable accounting, policies, practices or standards and/or applicable legislation or regulation in force at or before Completion. 13.12 In calculating the liability of the Vendor for any Warranty Claim, there shall be taken into account the amount by which any Taxation for which the Purchaser itself is accountable or liable to be assessed is reduced or extinguished directly as a result of such liability. PROCEEDS OF RECOVERY FROM THIRD PARTIES 13.13 If the Vendor pays to the Purchaser an amount in discharge of a Relevant Claim and the Purchaser or any other member of the Purchaser's Group subsequently recovers a cash amount or is relieved of a liability to make a payment to a third party (including any Tax Authority, but excluding any insurer or insurance company), in each case, in mitigation of the same loss giving rise to the Relevant Claim, the Purchaser shall (or, as appropriate, shall procure that the relevant member of the Purchaser's Group shall) repay to the Vendor: (a) an amount equal to the sum recovered from the third party or the value of the relieved obligation (as the case may be) less any costs and expenses incurred by any member of the Purchaser's Group in recovering the same and any Tax Liability incurred in relation to or as a result of such recovery; or (b) if the figure resulting under sub-paragraph 13.13(a) above is greater than the amount paid by the Vendor to the Purchaser or other members of the Purchaser's Group in respect of the Relevant Claim, such lesser amount as shall have been so paid by the Vendor. 13.14 Any payment required to be made by the Purchaser, pursuant to clause 13.13, shall be made within twenty (20) Business Days of such recovery from such third party. 13.15 Where the Purchaser or any member of the Purchaser's Group is at any time entitled to recover from some other person (other than pursuant to any insurance policy) any sum in respect of any matter giving rise to a Relevant Claim, then provided that: (a) to do so would not (in the reasonable opinion of the Purchaser) be or be reasonably likely to be materially prejudicial or damaging to the interests of CONFORMED COPY any part of the SF Business or of the Purchaser's Group or a material business relationship, customer or supplier of any part of the SF Business or of the Purchaser's Group; (b) the Vendor seeks and takes into account the reasonable views of the Purchaser in relation to the conduct of such recovery; (c) the Vendor does not occur (directly or indirectly) contact or respond to (direct or indirect) contact from the other party, without the prior consent of the Purchaser; (d) no member of the Purchaser's Group shall be obliged to do or cause to be done anything which is unreasonable in the circumstances; (e) no member of the Purchaser's Group shall be obliged to claim or bring a prohibition claim under any insurance policy; (f) the Purchaser remains at liberty to impress upon the other party that the matter the subject of the claim for recovery relates to the ABB Group's (and not the Purchaser's Group's) period of ownership and management of the SF Business; (g) the Vendor indemnifies and secures the Purchaser (for itself and as trustee for each member of the Purchaser's Group) on an after Tax basis against all losses, liabilities, costs and expenses (including legal fees) incurred by any member of the placement Purchaser's Group as a result of CCR complying with this clause 13.15; and (h) in the case of any Indemnity Claim, the Vendor has already absolutely and unconditionally paid and discharged to the Purchaser, and the Purchaser has already absolutely and unconditionally recovered and received from the Vendor, the full amount of the relevant Indemnity Claim, the Purchaser shall, and shall procure that the member of the Purchaser's Group concerned shall, take such reasonable steps as the Vendor may reasonably request to enforce such recovery and, in the event that the Purchaser or non-CCR waste-streams any member of the Purchaser's Group shall recover any amount from such other person, the amount of the Relevant Claim against the Vendor shall be reduced by the amount recovered less any costs and expenses incurred in an impoundment recovering the same and any Tax Liability incurred in relation to or closure as a result of an impoundmentsuch recovery. NO DOUBLE RECOVERY 13.16 The Purchaser agrees for itself and on behalf of each of the Designated Purchasers with the Vendor that the Purchaser's Group shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity, in each case, from the Vendor or the ABB Guarantor more than once in respect of any one loss giving rise to a Relevant Claim. CONFORMED COPY CONDUCT OF LITIGATION 13.17 If the Purchaser, or any other member of the Purchaser's Group, becomes aware of any third party claim, potential claim, matter or event (a THIRD PARTY CLAIM) which might lead to a Relevant Claim being made: (a) the Purchaser shall procure that written notice thereof is given to the Vendor as soon as practicably possible, such Losses notice to contain such information as is then available to the Purchaser as will assist the Vendor in making a reasonable assessment of such third party claim. The Vendor acknowledges that the Purchaser's failure to comply with this obligation shall not in any way affect its right to bring a Relevant Claim, unless such failure causes the amount of such Relevant Claim to be increased or otherwise adversely effects the position of the Vendor; (b) then, provided that: (A) to do so would not (in the reasonable opinion of the Purchaser) be or be reasonably likely to be materially prejudicial or damaging to the interests of any part of the SF Business or of the Purchaser's Group or a material business relationship, customer or supplier of any part of the SF Business or of the Purchaser's Group; (B) the Vendor seeks and takes into account the reasonable views of the Purchaser in relation to the conduct of such third party claim; (C) the Vendor does not (directly or indirectly) contact or respond to (direct or indirect) contact from the relevant third party, without the prior consent of the Purchaser; (D) no member of the Purchaser's Group shall be indemnifiable pursuant obliged to Section 11.01(ado or cause to be done anything which is unreasonable in the circumstances; (E) and no member of the Cap Purchaser's Group shall apply be obliged to claim or bring a claim under any insurance policy; (F) the Purchaser remains at liberty to impress upon the relevant third party that the matter the subject of the third party claim relates to the proviso set forth in Section 11.04(c)).ABB Group's (and not the Purchaser's Group's) period of ownership and management of the SF Business; (G) the Vendor indemnifies and secures the Purchaser (for itself and as trustee for each member of the Purchaser's Group on an after Tax basis against al

Limitations on Claims. (a) No Party Notwithstanding anything in this Article XII to the contrary, no Indemnified Party's Damages shall have any obligation be payable pursuant to indemnify an Indemnified Party this Article XII unless and until the aggregate amount of all Losses incurred by such Damages asserted against the applicable Indemnifying Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, under this Article XII equals or exceeds one percent Fifty Thousand Dollars and No/100 Dollars (1%$50,000.00) and then only to the extent of the Final Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraudexcess. (b) No Party The indemnification rights provided for under this Article XII shall have any obligation to indemnify an Indemnified Party be limited in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), certain respects as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to follows: (i) the rights of any breach Seller Indemnified Party to seek indemnification under this Article XII shall terminate on the first anniversary of the Fundamental Representations, Closing Date (the "Seller's Indemnity Period"); (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach rights of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties Purchaser Indemnified Party to seek indemnification under this Article 11 resulting from breaches XII shall terminate on the second anniversary of representations or warranties herein and in any certificates delivered pursuant hereto Closing Date (the "Purchaser Parties' Indemnity Period"), except that the Purchaser Parties' Indemnity Period shall be limited to an amount equal to twelve percent (12%) terminate on the fifth anniversary of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply Closing Date with respect to Losses resulting from, arising out of or relating any Claim related to (i) any breach or inaccuracy of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 4.10 or Section 4.11 hereof. Notwithstanding the foregoing, if, prior to the close of business on the last day of, as applicable, the Seller's Indemnity Period or the Purchaser Parties' Indemnity Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. (No Debt)c) The foregoing limitations on time and amount shall not apply to any Damages asserted or incurred by any Indemnified Party arising or resulting from (i) any act or omission of an applicable Indemnifying Party which constitutes fraud, (ii) any breach by an Indemnifying Party of its post-closing covenants, or (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to in the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach case of any representation or warrantyPurchaser Indemnified Party, or (v) fraudthe Excluded Liabilities. (d) Separate from the Cap established in Section 11.04(c)Following full indemnification as provided for hereunder, the aggregate liability Indemnifying Party shall be subrogated to all rights of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred with respect to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only all Persons relating to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudmatter for which indemnification has been made. (e) For purposes Notwithstanding any provision of this Article 11Agreement to the contrary, in the event any inaccuracy in or breach of any representation or warranty claim is made by one party to this Agreement against another party to this Agreement, the Non-Prevailing Party, and only the Non-Prevailing Party, shall be determined without regard responsible for paying the reasonable legal fees, costs and expenses of the other party to any materialitythe claim and the term "Damages," as used herein with respect to a Non-Prevailing Party, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant deemed not to Section 11.01(c) include the legal fees and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement expenses of CCR or nonsuch Non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Prevailing Party.

Limitations on Claims. (a) No Party Notwithstanding anything to the contrary in this Agreement, indemnification under Section 7.02 shall have any obligation not be available pursuant to indemnify an Indemnified Party this Article VII unless and until the aggregate amount of all Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, indemnifiable Damages asserted against Sellers under this Article VII equals or exceeds one percent (1%i) an amount equal to $10,000 resulting from any single Claim or aggregated Claims arising out of the Final Purchase Price same facts, event or circumstances (the “Per Claim Deductible”), and (ii) an amount equal to $100,000 in the aggregate (the “Deductible”) in which event ). Once the Indemnifying Deductible has been exceeded, the Purchaser Indemnified Party shall be obligated entitled to pay in the benefit of the indemnity under Section 7.02 for the full all such Losses (commencing with the first dollar thereof)amount of any Claim; provided, however, that the Per Claim Deductible and the Deductible shall not apply to Losses resulting from, claims for Damages to the extent arising out of, resulting from or incident to any inaccuracy or breaches by Sellers of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and their warranties set forth in Section 3.15 Sections 2.01 (EnvironmentalOrganization of Sellers; Authority and Binding Effect), Section 3.26 2.03 (No DebtCapitalization; Ownership of Shares) and 2.12 (Brokers and Finders), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of indemnifiable Damages that may be recovered with respect to Claims made under Sections 7.02 and 7.04 shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(aequal $3,000,000 (the “Indemnification Cap”), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d)Notwithstanding any other provision of this Agreement to the contrary, the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto neither Party shall be limited required to an amount equal indemnify, hold harmless or otherwise compensate the other Party (or any other Person) for Damages with respect to twelve percent (12%) of the Final Purchase Price (the “Cap”); providedmental or emotional distress or exemplary, howeverconsequential, that the Cap shall not apply to Losses resulting from, arising out of special or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraudpunitive damages. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability The amount of the Indemnifying Parties under this Article 11 resulting from Losses covered any Damages claimed by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a any Purchaser Indemnified Party for hereunder shall be net of any Losses covered by Section 11.01(c) allowances and reserves provided in the Financial Statements or the Closing Balance Sheet that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudspecifically identified with respect thereto. (e) For purposes of this Article 11, any inaccuracy in or breach The amount of any representation or warranty Damages claimed by any Purchaser Indemnified Party hereunder shall be determined without regard to net of any materialityinsurance, Material Adverse Effect indemnity, contribution, Tax benefit or other similar qualification contained payments or recoveries of a like nature with respect thereto actually received by Purchaser, its Affiliates or any of their respective Representatives (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Purchaser Indemnified Party shall reimburse Sellers for such reduction in or otherwise applicable Damages for which such Purchaser Indemnified Party was indemnified prior to the realization of such representation or warrantyreductions of Damages). (f) In Notwithstanding any provision to the contrary contained in this Agreement, in the event that any Losses are subject an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or prior to indemnification pursuant to both (x) Section 11.01(a) in respect the Closing Date, of a breach of Section 3.15 and (y) Section 11.01(c):a warranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim. (ig) if there occurs If an Indemnified Party recovers Damages from an Indemnifying Party under this Article VII, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party, other than a prohibition on third party with whom the placement Indemnified Party has a material business agreement or arrangement, with respect to such recovered Losses subject to the subrogation rights of CCR or non-CCR waste-streams in an impoundment or closure any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy. (h) The amount of any Damages claimed by any Purchaser Indemnified Party hereunder shall be reduced to the extent that Purchaser shall have received the benefit of an impoundment, such Losses shall be indemnifiable adjustment pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject 1.05 due to the second proviso set forth fact that the item that is the subject of the indemnification claim was specifically taken into account in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR Closing Determination or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))Closing Balance Sheet.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) 11.01(ii), or Section 3.26 (No Debt11.01(iii), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty contained in Section 3.14 or (zii) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a11.01(ii), Section 11.01(iii) or Section 11.02(a11.01(iv), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action or Proceeding that does not result in a prohibition beginning on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).

Limitations on Claims. (a) No An Indemnifying Party shall have any no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred by such Party that are subject to indemnification by such Indemnifying Party pursuant to Section 11.01(a) this Article 11 equal or Section 11.02(a), as applicable, equals or exceeds one percent exceed One Million Eight Hundred Thirty Five Thousand Five Hundred Fifty Five Dollars (1%) of the Final Purchase Price (the $1,835,555)(the “Deductible”) in which event the Indemnifying Party shall be obligated to pay in full all such Losses (commencing with the first dollar thereof); provided, however, that the Deductible shall not apply to Losses resulting from, arising out of or relating to (w) any breach of the Fundamental Representations, (x) any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject to the Special Item Cap), 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party for any Losses covered by Section 11.01(c) that are incurred to defend an Action or Proceeding that does not result in a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; providedprovided that, further, that neither the Special Item Cap nor the Special Item Deductible shall not apply to Losses to the extent resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraud. (eb) For purposes Neither Party shall have any obligation to indemnify the other Indemnified Party in connection with any single item or group of related items that result in Losses that are subject to indemnification in the aggregate of less than Fifty Thousand Dollars ($50,000) (the “Claim Threshold”). (c) The aggregate liability of the Seller Indemnifying Parties and the Purchaser Indemnifying Parties, respectively, under this Article 1111 resulting from any claims under any breaches of representations or warranties herein and in any certificates delivered pursuant hereto, shall be limited to an amount equal to Thirty Six Million Seven Hundred Eleven Thousand One Hundred Three Dollars ($36,711,103)(the “Cap”); provided that, the Cap shall not apply to Losses to the extent resulting from, arising out of or relating to any inaccuracy in or willful breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyfraud. (fd) In the event that The amount of any Losses are subject to indemnification claim pursuant to both this Article 11 will be reduced by the amount of any insurance proceeds actually recovered (xless the cost to collect the proceeds of such insurance and the amount, if any, of any retroactive or other premium adjustments reasonably attributable thereto) Section 11.01(aand the amount of any Tax benefit (which for this purpose means any reduction in cash Taxes payable that would otherwise be due or the receipt of a refund of Taxes by the Indemnified Parties, in each case only with respect to the taxable year in which the Loss was incurred or paid) to the Indemnified Party in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit after the date on which an indemnity payment has been made to the placement of CCR or non-CCR waste-streams Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party in an impoundment or closure amount equal to such Tax benefit; provided, that such payment shall not exceed the amount of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c))indemnity payment.

Limitations on Claims. (a) No Subject to Section 11.04(b), an Indemnifying Party shall not have any obligation to indemnify an the Indemnified Party until the aggregate amount of all such Losses incurred by such Party that are subject to indemnification pursuant to Section 11.01(a) or Section 11.02(a), as applicable, equals or exceeds one percent (1%) of the Final Purchase Price actually paid by Purchaser as of the relevant date (the “Deductible”) in ), at which event time the Indemnifying Party shall be obligated required to pay indemnify the Indemnified Party for all amounts in full all such Losses excess of the Deductible. (commencing with b) The aggregate liability of the first dollar thereof)Indemnifying Party under this ARTICLE 11 shall be limited to an amount equal to fifteen (15%) of the Purchase Price actually paid by Purchaser as of the relevant date (the “Cap”) unless arising from breach of any Fundamental Representation or any covenant, in which case the aggregate liability of the Indemnifying Party shall not exceed one hundred (100%) of the Purchase Price; provided, however, that the Deductible and Cap shall not apply to Losses resulting from, arising out of or relating any claim for indemnification pursuant to (wi) Section 11.01 or Section 11.02 in respect of any breach of the Fundamental Representations, (x) claim involving fraud or fraudulent misrepresentation or willful misconduct or any breach of the representations and warranties set forth in Section 3.15 (Environmental), Section 3.26 (No Debt), or the second sentence of Section 3.03, (y) any willful breach of any representation or warranty or (z) fraud. (b) No Party shall have any obligation to indemnify an Indemnified Party contained in connection with any single item or group of related items that result in Losses that are subject to indemnification pursuant to Section 11.01(a) 3.14 or Section 11.02(a11.01(ii), as applicable, in the aggregate of less than Fifty Thousand Dollars ($50,000); provided, however, that such threshold shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the representations and warranties set forth in Section 3.15 (Environmental) or Section 3.26 (No Debt), (iii) any willful breach of any representation or warranty, or (iv) fraud. (c) Except as otherwise provided Notwithstanding anything in Section 11.04(d), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from breaches of representations or warranties herein and in any certificates delivered pursuant hereto shall be limited to an amount equal to twelve percent (12%) of the Final Purchase Price (the “Cap”); provided, however, that the Cap shall not apply to Losses resulting from, arising out of or relating to (i) any breach of the Fundamental Representations, (ii) any breach of the covenant set forth in Section 5.07 or the representation or warranty set forth in Section 3.26 (No Debt), (iii) Losses covered by Sections 11.01(b), 11.01(c) (which is subject Agreement to the Special Item Cap)contrary, 11.01(e), 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j) or 11.01(k), (iv) any willful breach of any representation or warranty, or (v) fraud. (d) Separate from the Cap established in Section 11.04(c), the aggregate liability of the Indemnifying Parties under this Article 11 resulting from Losses covered by Section 11.01(c) shall be limited to an amount equal to twenty-five million dollars ($25,000,000) (the “Special Item Cap”); provided, however, that Seller shall have no obligation to indemnify a Purchaser Indemnified Party under this Agreement for any Losses covered by Section 11.01(cTaxes arising in any period (or portion thereof) that are incurred to defend an Action beginning on or Proceeding that does not result in a prohibition on after the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment until day after the aggregate amount of such Losses equals or exceeds Two Million Dollars ($2,000,000) (“Special Item Deductible”), in which event the Seller shall be liable for such Losses only to the extent they are in excess of the Special Item Deductible; provided, further, that neither the Special Item Cap nor the Special Item Deductible shall apply to Losses resulting from, arising out of or relating to (i) any willful breach of any representation or warranty or (ii) fraudCalculation Date. (e) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In the event that any Losses are subject to indemnification pursuant to both (x) Section 11.01(a) in respect of a breach of Section 3.15 and (y) Section 11.01(c): (i) if there occurs a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(c) and the Special Item Cap shall apply (subject to the second proviso set forth in Section 11.04(d)); and (ii) if there does not occur a prohibition on the placement of CCR or non-CCR waste-streams in an impoundment or closure of an impoundment, such Losses shall be indemnifiable pursuant to Section 11.01(a) and the Cap shall apply (subject to the proviso set forth in Section 11.04(c)).