Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges to the extent related to Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire claim indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) increased to take into account any net Tax cost incurred by the Indemnitee as a result of the Indemnitee receipt or accrual of payments hereunder (grossed-up for such insurance increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or against credit before recognizing any item arising from such third partyIndemnifiable Losses. Notwithstanding In determining the amount of any other provisions such Tax benefit or Tax cost, the Washington Indemnitees or the California Indemnitees, as applicable, shall be deemed to be subject to Tax as follows: (A) U.S. federal income Taxes and foreign income Taxes at the maximum statutory rate then in effect and (B) U.S. state and local income Taxes at an assumed rate of this Agreement, it five percent net of U.S. federal income Tax benefits. It is the intention of the parties hereto to this Agreement that no insurer indemnity payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any other third party shall be position inconsistent with such intention before any Tax Authority (i) entitled to a benefit it would not be entitled to receive as defined in the absence Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the foregoing indemnification provisions, (iiCode) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to the recipient party causes any obligation hereunder. If an such payment not to be so treated. (c) No monetary amount will be payable by Conexant to any Washington Indemnitee shall have received with respect to the payment required by this Agreement from an Indemnifying Party in respect indemnification of any claims pursuant to Section 4.02(d) until the aggregate amount of Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in incurred by the Washington Indemnitees with respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party claims shall exceed on a sum cumulative basis an amount equal to One Million Five Hundred Thousand dollars ($1,500,000), in which event Conexant shall be responsible only for the amount of such Insurance Proceeds or other amounts actually received, up Indemnifiable Losses in excess of One Million Five Hundred Thousand dollars ($1,500,000). (d) No monetary amount will be payable by Conexant to any Washington Indemnitee with respect to the indemnification of any claims pursuant to Section 4.02(d) after the aggregate amount of any payments received from Indemnifiable Losses actually paid by Conexant with respect to such Indemnifying Party pursuant claims shall equal on a cumulative basis an amount equal to this Agreement in respect of such Indemnifiable LossesFifteen Million dollars ($15,000,000).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party Party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnified Party") pursuant to Section 7.01 in respect of Damages or Section 7.02 above, as applicable, other Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of the related Indemnifiable Lossessuch Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an Indemnitee for insurance or against a third party If any Indemnified Party receives any Indemnity Reduction Amounts in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to Damages for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Damages has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Damages and owing by it against an assignment by such Indemnity Reduction Amounts exceed the Indemnitee remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the entire claim indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. (b) In determining the amount of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of indemnity payment under this Agreement, it such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect. It is the intention of the parties hereto Parties to this Agreement that no insurer or payments made pursuant to this Agreement are to be treated as relating back to the Closing Date as a purchase price adjustment, and the Parties shall not take any other third party shall be position inconsistent with such intention before any Tax authority, except to the extent that a final determination (i) entitled to a benefit it would not be entitled to receive as defined in the absence Section 1313 of the foregoing indemnification provisions, (iiCode) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to the recipient party causes any obligation hereunder. If an Indemnitee shall have received such payment not to be so treated. (c) No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the payment required by this Agreement from an Indemnifying Party in respect indemnification of any Indemnifiable Losses and shall subsequently claims pursuant to Section 8.1(i) until the aggregate amount of Damages actually receive Insurance Proceeds or other amounts in incurred by the Purchaser Indemnified Parties with respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party claims shall exceed on a sum cumulative basis an amount equal to fifty thousand dollars (U.S.$50,000), in which event Seller shall be responsible only for the amount of such Insurance Proceeds or other amounts actually received, up Damages in excess of fifty thousand dollars (U.S.$50,000). No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the indemnification of any claims pursuant to Section 8.1(i) after the aggregate amount of Damages actually paid by Seller with respect to such claims shall equal on a cumulative basis an amount equal to five hundred thousand dollars (U.S.$500,000). (d) No monetary amount will be payable by Purchaser to any payments received from such Indemnifying Seller Indemnified Party with respect to the indemnification of any claims pursuant to this Agreement Section 8.2(i) until the aggregate amount of Damages actually incurred by the Seller Indemnified Parties with respect to such claims shall exceed on a cumulative basis an amount equal to fifty thousand dollars (U.S.$50,000), in respect which event Purchaser shall be responsible only for the amount of such Indemnifiable LossesDamages in excess of fifty thousand dollars (U.S.$50,000). No monetary amount will be payable by Purchaser to any Seller Indemnified Party with respect to the indemnification of any claims pursuant to Section 8.2(i) after the aggregate amount of Damages actually paid by Purchaser with respect to such claims shall equal on a cumulative basis an amount equal to five hundred thousand dollars (U.S.$500,000).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount Parties intend that any party Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any other Person entitled to indemnification or contribution hereunder (an "INDEMNITEE"“Indemnitee”) pursuant to Section 7.01 or Section 7.02 above, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from third parties any Person by or on behalf of such the Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLiability. If an Indemnitee shall have received the receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Liability and shall subsequently actually receive receives Insurance Proceeds or any other amounts in respect of such Indemnifiable Lossesthe related Liability, then such the Indemnitee shall hold such Insurance Proceeds in trust for will pay to the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum an amount equal to the excess of the Indemnity Payment received over the amount of such the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts actually (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, up realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the aggregate amount responsibility with respect thereto or, solely by virtue of any payments received from provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under any Transaction Document. (c) The Parties agree that no Indemnitee shall be entitled to indemnification, contribution or reimbursement pursuant to this Agreement Article IV for any special, punitive or exemplary damages, except, in respect of each case, to the extent such Indemnifiable Lossesdamages are finally awarded and actually paid by the Indemnitee to a Third Party in connection with a Third-Party Claim.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESSeller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $150,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). Except as expressly provided in the next sentence of this Section 8.7(a), notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller’s liability for Losses under Section 8.2(a) exceed, in the aggregate, $16,666,666.67; in no event shall Seller’s liability for Losses under Section 8.2(b) (other than Sections 8.2(b)(iv) and (b)(v)) exceed, in the aggregate, the Purchase Price; and in no event shall Purchaser’s liability for Losses under Section 8.2(c) exceed, in the aggregate, the Purchase Price. The provisions of this Section 8.7(a) shall not apply to either party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud by such party. (b) Notwithstanding anything contained in this Agreement to the contrary, the amount that any party (of an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") Indemnifying Party’s liability pursuant to this Section 7.01 or Section 7.02 above, as applicable, 8 shall be reduced (retroactively or prospectively) by net of any Insurance Proceeds insurance proceeds or other third party indemnity or contribution amounts actually recovered from by an Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to collect any such insurance proceeds or other third parties party indemnity or contribution amounts recoverable by or on behalf of such Indemnitee Indemnified Party, and in respect of the related Indemnifiable Losses. The existence of event any such amounts are collected after a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing Losses has been paid by an Indemnifying Party. Rather, the Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. (c) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall make payment in full be liable to an Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party opportunity or loss of the entire claim of the Indemnitee for such insurance value, revenue or against such third party. Notwithstanding any other provisions profit) arising out of this Agreement; provided, it is however, that the intention of the parties hereto that no insurer or any other third party foregoing shall be (i) entitled to a benefit it would not be entitled construed to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If preclude recovery by an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Indemnified Party in respect of any Indemnifiable such Losses and shall subsequently actually receive Insurance Proceeds either (i) directly incurred as a result of a Third Party Claim or other amounts (ii) relating to or in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust connection with any Losses for the benefit of such Indemnifying Party and shall pay which Purchaser is entitled to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party indemnification pursuant to this Agreement in respect of such Indemnifiable LossesSection 8.2(b)(iv) or 8.2(b)(v).

Limitations on Indemnification Obligations. The rights of the Buyer Indemnitees and Seller Indemnitees to indemnification pursuant to the provisions of Section 9.2 are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that of any and all Losses will be determined net of (i) any accruals or reserves on the Recent Balance Sheet, (ii) any amounts actually recovered by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder) (each such source named in this clause (ii) a “Collateral Source”). Seller or Buyer may, in its sole discretion, require any Indemnified Party to grant an "INDEMNIFYING PARTY"assignment of the right of such Indemnified Party to assert a claim against any Collateral Source, to the extent the Indemnified Party is permitted to grant such assignment under the applicable indemnification agreement or arrangement or insurance policy. If the amount to be netted hereunder from any payment required under Sections 9.2(a) or 9.2(b) is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article IX, the Indemnified Party shall repay to the Responsible Parties, promptly after such determination, any amount that the Responsible Parties would not have had to pay pursuant to this Article IX had such determination been made at the time of such payment. (b) The amount of any Loss will be determined (i) net of an amount equal to the Tax benefits actually realized in cash by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, in the year during which such Loss was suffered and arising from the facts or circumstances giving rise to such Loss and (ii) taking into account any Tax cost actually incurred or suffered by the Buyer Indemnitees or Seller Indemnitees, as the case may be, arising from the receipt or accrual of the indemnification payment. (c) The Buyer Indemnitees shall not be entitled to recover under Section 9.2 that portion of any Loss solely to the extent specifically reflected and identified as such in the calculation of Net Working Capital. (d) The Buyer Indemnitees and the Seller Indemnitees, as the case may be, shall not be entitled to recover for any particular Loss pursuant to Section 6.8(h)(i)(C), Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, unless such Loss (or series of related Losses) equals or exceeds One Hundred Thousand Dollars ($100,000); provided, however, that this limitation shall not apply to Losses in respect of claims for breach of representations and warranties related to Section 4.5 or pursuant to Section 9.2(a)(iii), Section 9.2(a)(iv), Section 9.2(b)(ii) or Section 9.2(b)(iii). (e) The Buyer Indemnitees and the Seller Indemnitees, as the case may be, will not be entitled to recover Losses pursuant to Section 9.2(a)(i), Section 9.2(a)(ii), or Section 9.2(b)(i), as the case may be, until the total amount which the Buyer Indemnitees or the Seller Indemnitees, as the case may be, would recover under Section 9.2(a)(i), Section 9.2(a)(ii) or Section 9.2(b)(i), as the case may be required (as limited by the provisions of Sections 9.4(a) through 9.4(d)), but for this Section 9.4(e), exceeds Ten Million Dollars ($10,000,000) (the “Threshold”) and then only for the excess over the Threshold; provided, however, that the Threshold shall not apply to pay Losses in respect of claims for breach of representations and warranties related to any Section 4.5 or pursuant to Section 9.2(a)(iii), Section 9.2(a)(iv), Section 9.2(b)(ii) or Section 9.2(b)(iii). (f) Notwithstanding anything herein to the contrary, (A) the maximum aggregate obligation of Seller or Buyer, as the case may be, for (i) breaches of covenants and agreements under Section 6.8(h)(i)(D) (and to the extent relating thereto, Section 6.8(h)(i)(E)), Section 6.8(h)(ii)(A) (and to the extent relating thereto, Section 6.8(h)(ii)(C)), Section 9.2(a)(iii) or Section 9.2(a)(iv) or Section 9.2(b)(ii) or Section 9.2(b)(iii) and (ii) claims for indemnification under Section 9.2(a) for Losses in respect of claims for breach of representations and warranties related to Section 4.5 shall not exceed the Purchase Price and (B) the maximum aggregate obligation of Seller or Buyer, as the case may be, for claims for indemnification under Section 6.8(h)(i) (other Person than Section 6.8(h)(i)(D) (an "INDEMNITEE"and to the extent relating thereto, Section 6.8(h)(i)(E)) and Section 6.8(h)(ii) (other than Section 6.8(h)(ii)(A) (and to the extent relating thereto, Section 6.8(h)(ii)(C))) shall not exceed Five Hundred Million Dollars ($500,000,000). (g) Except with respect to claims for indemnification under Section 9.2(a) for breach of representations and warranties set forth in Section 4.5, which indemnification shall be limited as set forth in Section 9.4(f), at no time will the Buyer Indemnitees be entitled to recover more than Ninety Million Dollars ($90,000,000) pursuant to Section 7.01 9.2(a)(i) or Section 7.02 above9.2(a)(ii), as applicable, shall and at no time will the Seller Indemnitees be reduced entitled to recover more than Ninety Million Dollars (retroactively $90,000,000) pursuant to Section 9.2(b)(i). (h) To the extent that any Buyer Indemnitee is entitled to any indemnification payments from Seller for claims for indemnification under Section 9.2(a)(i) or prospectivelySection 9.2(a)(ii) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee than claims for indemnification under Section 9.2(a)(ii) in respect of a breach of representations and warranties set forth in Section 4.5, such indemnification payments shall be disbursed to such Buyer Indemnitee from the related Indemnifiable Losses. The existence of a claim Escrow Funds to the extent sufficient funds are available from the Escrow Funds, with any deficiency being paid by an Seller. (i) To the extent that any Buyer Indemnitee for insurance or against a third party is entitled to any indemnification payments from Seller under Section 6.8(h), under Section 9.2(a)(ii) in respect of claims for a breach of representations and warranties set forth in Section 4.5, under Section 9.2(a)(iii) or under Section 9.2(a)(iv) then, in each such case, any Indemnifiable Loss shall notsuch Losses may be satisfied, howeverat Buyer’s option, delay by the amount of cash in the Escrow Account, with any payment pursuant deficiency being paid by Seller. (j) Notwithstanding anything contained herein to the indemnification provisions contained herein contrary, nothing in Section 9.4 shall limit any Person’s rights to recovery in respect of fraud or willful misconduct. (k) For purposes of Sections 9.2(a)(i), 9.2(a)(ii) and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be 9.2(b)(i) only: (i) entitled all references to a benefit it would not be entitled to receive “Material Adverse Effect” contained in the absence of Company’s or the foregoing indemnification provisions, Seller’s representations and warranties in Article III and Article IV hereof (other than in Section 3.7) shall be deemed to be references to “material to the Company”; and (ii) relieved all references to “material” contained in the Company’s or the Seller’s representations and warranties in Article III and Article IV hereof (including references to “material to the Company” as a result of clause (i) of this Section 9.4(k)) and any references to “Material Adverse Effect” contained in the responsibility to pay any claims Company’s and Seller’s representations and warranties in Section 3.7 hereof shall be taken into account solely for which purposes of determining whether such representations or warranties have been breached or violated, but not for purposes of determining of calculating the Loss resulting from such breach or violation or for purposes of determining whether the Threshold has been exceeded (it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect being agreed that, for both of such Indemnifiable Lossespurposes, then such Indemnitee all qualifications as to Material Adverse Effect and materiality contained in the Company’s or the Seller’s representations and warranties shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossesbe ignored).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 SECTION 7.01, SECTION 7.02 or Section 7.02 SECTION 7.03 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable LossesLosses (except that nothing herein shall be construed as requiring any Indemnitee in respect of any Shipbuilding Securities Liability to file any claim for insurance). The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderobligated. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. The rights of (x) the Parent Indemnitees to indemnification pursuant to the provisions of Section 9.2(a) and Section 9.2(c) are subject to the following limitations and methods of calculations and determination and (y) the Holder Indemnitees to indemnification pursuant to the provisions of Section 9.2(b) are subject to the limitations and methods of calculations and determination set forth in clauses (a), (d), (e), (f), (g) and (h) below: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The the amount that of any party and all Damages will be determined net of (an "INDEMNIFYING PARTY"i) is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by the Parent Indemnitees under insurance policies or on behalf indemnity, contribution or similar agreements with respect to such Damages (provided, that the amount deemed to be so recovered under insurance policies shall be net of (A) the deductible for such Indemnitee policies and (B) any increase in the premium for such policies arising out of or in connection with such Damages), and (ii) the amount of any net Tax benefit actually realized by the Parent Indemnitees with respect to such Damages (taking into account the receipt of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party indemnity payment) in respect of any Indemnifiable Loss the taxable year that such Damages arise; (b) the Parent Indemnitees shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in recover for any Warranty Loss (other than (x) a Warranty Loss related to a Company Fundamental Rep or (y) a loss as a result of an ICG Fundamental Rep) unless the absence cumulative total of the foregoing indemnification provisionsDamages suffered by the Parent Indemnitees related to Warranty Losses exceeds $4,000,000 (the “Basket”), whereupon the Parent Indemnitees shall be entitled to make a claim and indemnity hereunder only for the Damages in excess of the Basket, and no Parent Indemnitee shall be entitled to recover for any Warranty Loss unless the Damages suffered or paid by any Parent Indemnitee for individual claims or a series of related claims exceeds $150,000 (the “Minimum Claim Basket”); provided that (i) neither the Basket nor the Minimum Claim Basket shall apply to indemnity for Direct Recourse Damages and (ii) relieved the liability for Damages shall be limited as provided in Section 9.6; (c) if an Indemnified Party has been indemnified for Damages hereunder, and at any time thereafter an Indemnified Party recovers all or a portion of the responsibility to pay any claims for which it is obligated or such Damages from a third Person (iii) entitled including pursuant to any subrogation rights insurance policy or indemnity, contribution or similar agreement), the Indemnified Party which made such recovery shall promptly refund the amount paid with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal Damages (up to the amount recovered from the third Person); (d) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (e) except for any such damages that shall be payable as a result of a Third Party Claim, an Indemnified Party shall not be entitled under this Agreement to indemnification for punitive, special, consequential or exemplary damages, or any damages associated with any diminution of value, loss of business reputation or lost profits, opportunities, multiple of earnings, future revenue, income, profits or EBITDA; (f) if a Parent Indemnitee recovers Damages pursuant Section 9.2(a), the Holders shall be subrogated, to the extent of such Insurance Proceeds recovery, to such Parent Indemnitee’s rights against any third party with respect to such recovered Damages; (g) except as specified in Section 9.6 or other amounts actually receivedthe final paragraph of Section 9.2(a), up in no event shall any Responsible Party be liable for damages in excess of the Escrow Amount, absent fraud or Willful Misconduct; (h) no Damages shall be recoverable by a Person to the aggregate extent such Damages include or reflect amounts taken into consideration in the computation of the Closing Date Merger Consideration, as adjusted by any adjustment of the pre-Closing estimates pursuant to Section 2.6(d); and (i) for purposes of determining whether there has been a breach for indemnification purposes and the amount of any payments received from such Indemnifying Party pursuant to Damages that may be the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” contained therein, except in respect the case of such Indemnifiable Lossesthe Qualified Representations.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party Party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnified Party") pursuant to Section 7.01 in respect of Damages or Section 7.02 above, as applicable, other Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of the related Indemnifiable Lossessuch Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an Indemnitee for insurance or against a third party If any Indemnified Party receives any Indemnity Reduction Amounts in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to Damages for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Damages has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Damages and owing by it against an assignment by such Indemnity Reduction Amounts exceed the Indemnitee remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the entire claim indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. (b) In determining the amount of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of indemnity payment under this Agreement, it such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect. It is the intention of the parties hereto Parties to this Agreement that no insurer or payments made pursuant to this Agreement are to be treated as relating back to the Closing Date as a purchase price adjustment, and the Parties shall not take any other third party shall be position inconsistent with such intention before any Tax authority, except to the extent that a final determination (i) entitled to a benefit it would not be entitled to receive as defined in the absence Section 1313 of the foregoing indemnification provisions, (iiCode) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to the recipient party causes any obligation hereunder. If an Indemnitee shall have received such payment not to be so treated. (c) No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the payment required by this Agreement from an Indemnifying Party in respect indemnification of any Indemnifiable Losses and shall subsequently claims pursuant to Section 9.1(i) until the aggregate amount of Damages actually receive Insurance Proceeds or other amounts in incurred by the Purchaser Indemnified Parties with respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party claims shall exceed on a sum cumulative basis an amount equal to one million dollars (U.S.$1,000,000), in which event Seller shall be responsible only for the amount of such Insurance Proceeds or other amounts actually received, up Damages in excess of one million dollars (U.S.$1,000,000). No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.1(i) after the aggregate amount of Damages actually paid by Seller with respect to such claims shall equal on a cumulative basis an amount equal to ten million dollars (U.S.$10,000,000). (d) No monetary amount will be payable by Purchaser to any payments received from such Indemnifying Seller Indemnified Party with respect to the indemnification of any claims pursuant to this Agreement Section 9.2(i) until the aggregate amount of Damages actually incurred by the Seller Indemnified Parties with respect to such claims shall exceed on a cumulative basis an amount equal to one million dollars (U.S.$1,000,000), in respect which event Purchaser shall be responsible only for the amount of such Indemnifiable LossesDamages in excess of one million dollars (U.S.$1,000,000). No monetary amount will be payable by Purchaser to any Seller Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.2(i) after the aggregate amount of Damages actually paid by Purchaser with respect to such claims shall equal on a cumulative basis an amount equal to ten million dollars (U.S.$10,000,000).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including, without limitation, Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party Party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnified Party") pursuant to Section 7.01 in respect of Damages or Section 7.02 above, as applicable, other Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of the related Indemnifiable Lossessuch Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an Indemnitee for insurance or against a third party If any Indemnified Party receives any Indemnity Reduction Amounts in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to Damages for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Damages has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Damages and owing by it against an assignment by such Indemnity Reduction Amounts exceed the Indemnitee remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the entire claim indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. (b) In determining the amount of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of indemnity payment under this Agreement, it such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect. It is the intention of the parties hereto Parties to this Agreement that no insurer or payments made pursuant to this Agreement are to be treated as relating back to the Closing Date as a purchase price adjustment, and the Parties shall not take any other third party shall be position inconsistent with such intention before any Tax authority, except to the extent that a final determination (i) entitled to a benefit it would not be entitled to receive as defined in the absence Section 1313 of the foregoing indemnification provisions, (iiCode) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to the recipient party causes any obligation hereunder. If an Indemnitee shall have received such payment not to be so treated. (c) No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the payment required by this Agreement from an Indemnifying Party in respect indemnification of any Indemnifiable Losses and shall subsequently claims pursuant to Section 9.1(i) until the aggregate amount of Damages actually receive Insurance Proceeds or other amounts in incurred by the Purchaser Indemnified Parties with respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement solely for purposes of this Agreement) actually incurred by the Purchaser Indemnified Parties (as defined in the Mexican Asset Purchase Agreement) with respect to indemnification claims pursuant to Section 9.1(i) of the Mexican Asset Purchase Agreement, shall exceed on a sum cumulative basis an amount equal to one million dollars (U.S.$1,000,000), in which event Seller shall be responsible only for the amount of such Insurance Proceeds or other amounts actually received, up Damages in excess of one million dollars (U.S.$1,000,000). No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.1(i) after the aggregate amount of any payments received from Damages actually paid by Seller with respect to such Indemnifying Party claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement) actually paid by Seller with respect to indemnification claims pursuant to this Agreement in Section 9.1(i) of the Mexican Asset Purchase Agreement, shall equal on a cumulative basis an amount equal to ten million dollars (U.S.$10,000,000). (d) No monetary amount will be payable by Purchaser to any Seller Indemnified Party with respect to the indemnification of such Indemnifiable Losses.any claims pursuant to

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party Party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnified Party") pursuant to Section 7.01 in respect of Damages or Section 7.02 above, as applicable, other Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of the related Indemnifiable Lossessuch Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an Indemnitee for insurance or against a third party If any Indemnified Party receives any Indemnity Reduction Amounts in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to Damages for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Damages has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Damages and owing by it against an assignment by such Indemnity Reduction Amounts exceed the Indemnitee remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the entire claim indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. (b) In determining the amount of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of indemnity payment under this Agreement, it such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnified Party and its Affiliates arising from the incurrence or payment by the Indemnified Party or its Affiliates of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the Indemnified Party and its Affiliates as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnified Party and its Affiliates as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder. In determining the amount of any such Tax benefit or Tax cost, the Indemnified Party and its Affiliates shall be deemed to be subject to the applicable Taxes at the maximum statutory rate then in effect. It is the intention of the parties hereto Parties to this Agreement that no insurer or payments made pursuant to this Agreement are to be treated as relating back to the Closing Date as a purchase price adjustment, and the Parties shall not take any other third party shall be position inconsistent with such intention before any Tax authority, except to the extent that a final determination (i) entitled to a benefit it would not be entitled to receive as defined in the absence Section 1313 of the foregoing indemnification provisions, (iiCode) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to the recipient party causes any obligation hereunder. If an Indemnitee shall have received such payment not to be so treated. (c) No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the payment required by this Agreement from an Indemnifying Party in respect indemnification of any Indemnifiable Losses and shall subsequently claims pursuant to Section 9.1(i) until the aggregate amount of Damages actually receive Insurance Proceeds or other amounts in incurred by the Purchaser Indemnified Parties with respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement) actually incurred by the Purchaser Indemnified Parties (as defined in the Mexican Asset Purchase Agreement) with respect to indemnification claims pursuant to Section 9.1(i) of the Mexican Asset Purchase Agreement, shall exceed on a sum cumulative basis an amount equal to one million dollars (U.S.$1,000,000), in which event Seller shall be responsible only for the amount of such Insurance Proceeds or other amounts actually received, up Damages in excess of one million dollars (U.S.$1,000,000). No monetary amount will be payable by Seller to any Purchaser Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.1(i) after the aggregate amount of any payments received from Damages actually paid by Seller with respect to such Indemnifying Party claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement) actually paid by Seller with respect to indemnification claims pursuant to this Agreement Section 9.1(i) of the Mexican Asset Purchase Agreement, shall equal on a cumulative basis an amount equal to ten million dollars (U.S.$10,000,000). (d) No monetary amount will be payable by Purchaser to any Seller Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.2(i) until the aggregate amount of Damages actually incurred by the Seller Indemnified Parties with respect to such claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement) actually incurred by the Seller Indemnified Parties (as defined in the Mexican Asset Purchase Agreement) with respect to indemnification claims pursuant to Section 9.2(i) of the Mexican Asset Purchase Agreement, shall exceed on a cumulative basis an amount equal to one million dollars (U.S.$1,000,000), in which event Purchaser shall be responsible only for the amount of such Indemnifiable LossesDamages in excess of one million dollars (U.S.$1,000,000). No monetary amount will be payable by Purchaser to any Seller Indemnified Party with respect to the indemnification of any claims pursuant to Section 9.2(i) after the aggregate amount of Damages actually paid by Purchaser with respect to such claims, together with the aggregate amount of Damages (as defined in the Mexican Asset Purchase Agreement) actually paid by Purchaser with respect to indemnification claims pursuant to Section 9.2(i) of the Mexican Asset Purchase Agreement, shall equal on a cumulative basis an amount equal to ten million dollars (U.S.$10,000,000).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnitee") pursuant to the indemnification provisions contained in Section 7.01 3.05, Section 4.01 or Section 7.02 above, as applicable, 4.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLoss. If an Indemnitee shall have received the payment required by Section 3.05, 4.01 or 4.02 of this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (subject to the enforcement of the following sentence and up to but not in excess of the aggregate amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (b) If an Indemnitee shall actually realize a tax saving by reason of having incurred a Loss for which such Indemnitee shall have received a payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party an amount equal to such tax saving. Whenever there is a substantial likelihood that an Indemnitee will receive a tax saving by reason of a Loss, such Indemnitee shall file its tax returns in a manner designed to do so, provided that such Indemnitee shall have the sole responsibility for the preparation of its tax returns and reporting thereon such Loss and any payments received from such Indemnifying Party Party. An Indemnitee shall be deemed actually to have realized a tax saving with respect to a Loss if, and to the extent that, for any taxable period, whether ending before, on or after the Distribution Date, the aggregate federal, state, local and foreign tax liability actually payable by such Indemnitee and any of its wholly-owned subsidiaries, computed by taking into account any deductions, credits or other items attributable to a Loss (including the receipt of an Indemnity Payment with respect thereto and the payment of any amounts pursuant to this Agreement Section 4.03(b)), is less than such aggregate tax liability, computed without regard to such deductions, credits or other items attributable to a Loss (including the receipt of an indemnity payment with respect thereto and the payment of any amounts pursuant to this Section 4.03(b)). In the event that, following a payment by an Indemnitee pursuant to this Section 4.03(b) in respect of a tax saving, there shall be an adjustment to the amount of such tax saving as a result of an audit or other proceeding in respect of such Indemnifiable LossesIndemnitee's tax returns, the parties shall take appropriate actions to reflect such adjustment. The term "tax saving" shall also be deemed to include any interest received from a governmental tax authority, net of any federal, state, local or foreign taxes payable thereon. (c) In the event that an indemnity payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (1) with respect to a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (2) with respect to a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Loss with the Indemnifying Party; and (3) with respect to a Loss not covered by clause (1) or (2) of this Section 4.03(c), the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Loss shall be given to the Indemnitee. (d) If the amount of any Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 the indemnification provisions contained in SECTION 3.05, SECTION 4.01 or Section 7.02 above, as applicable, SECTION 4.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLoss. If an Indemnitee shall have received the payment required by SECTION 3.05, 4.01 or 4.02 of this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (subject to the enforcement of the following sentence and up to but not in excess of the aggregate amount of any indemnity payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (I.E., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (b) If an Indemnitee shall actually realize a tax saving by reason of having incurred a Loss for which such Indemnitee shall have received a payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party an amount equal to such tax saving. Whenever there is a substantial likelihood that an Indemnitee will receive a tax saving by reason of a Loss, such Indemnitee shall file its tax returns in a manner designed to do so, provided that such Indemnitee shall have the sole responsibility for the preparation of its tax returns and reporting thereon such Loss and any payments received from such Indemnifying Party Party. An Indemnitee shall be deemed actually to have realized a tax saving with respect to a Loss if, and to the extent that, for any taxable period, whether ending before, on or after the Distribution Date, the aggregate federal, state, local and foreign tax liability actually payable by such Indemnitee and any of its wholly-owned subsidiaries, computed by taking into account any deductions, credits or other items attributable to a Loss (including the receipt of an Indemnity Payment with respect thereto and the payment of any amounts pursuant to this Agreement SECTION 4.03(b)), is less than such aggregate tax liability, computed without regard to such deductions, credits or other items attributable to a Loss (including the receipt of an indemnity payment with respect thereto and the payment of any amounts pursuant to this SECTION 4.03(b)). In the event that, following a payment by an Indemnitee pursuant to this SECTION 4.03(b) in respect of a tax saving, there shall be an adjustment to the amount of such tax saving as a result of an audit or other proceeding in respect of such Indemnifiable LossesIndemnitee's tax returns, the parties shall take appropriate actions to reflect such adjustment. The term "TAX SAVING" shall also be deemed to include any interest received from a governmental tax authority, net of any federal, state, local or foreign taxes payable thereon.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Purchaser Indemnified Parties shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive recover for any Losses unless and until such time as the Losses in the absence aggregate for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder, including the indemnification for Taxes set forth in Article 7, exceed $250,000 (the "Purchaser Loss Threshold"), at which time the Purchaser Indemnified Parties shall be entitled to recover all such Losses in excess of the foregoing indemnification provisions, (ii) relieved amount of the responsibility to pay any claims Purchaser Loss Threshold. Except for those Losses which arise out of the indemnification for Taxes under Article 7 or a breach of the representations and warranties contained in Section 2.1 (Organization), Section 2.2 (Subsidiaries), Section 2.4 (Execution and Delivery), Section 2.6 (Capitalization), and Section 2.16 (Tax Matters) or actual fraud, in no event shall the Losses for which it is obligated or (iii) the Purchaser Indemnified Parties are entitled to any subrogation rights be indemnified hereunder exceed, with respect to any obligation hereunderCompany Stockholder, an amount equal to $6.0 million, and in any event Losses with respect to the indemnification for Taxes under Article 7 or with respect to breaches of Sections 2.1 (Organization), 2.2 (Subsidiaries), 2.4 (Execution and Delivery), 2.6 (Capitalization) and 2.16 (Tax Matters) of this Agreement and actual fraud shall not exceed with respect to a Company Stockholder such Company Stockholder's Pro Rata Portion of the Common Merger Consideration actually received by such Company Stockholder. Each Loss for which the Purchaser Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Purchaser Indemnified Parties recover with respect to such Loss; (ii) any indemnity, contribution or other similar payment which the Purchaser Indemnified Parties receive from any third party with respect to such Loss; and (iii) an amount equal to any net Tax Benefits of the Purchaser Indemnified Parties attributable to such Loss. The liability of any Company Stockholder for damages under this Agreement shall be several and not joint, and any assertion of Losses against any Company Stockholder may only be made pro rata based on such Company Stockholder's Pro Rata Portion and limited to the Common Merger Consideration actually received by such Company Stockholder. If an Indemnitee shall have received a Tax Benefit attributable to a Loss is realized by the Purchaser Indemnified Parties after the taxable year of payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Lossesthe Loss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and Purchaser shall pay to such Indemnifying Party a sum each Company Stockholder an amount in cash equal to such stockholder's Pro Rata Portion of the amount of such Insurance Proceeds Tax Benefit. (b) Each Loss for which the Company Stockholder Indemnified Parties are entitled to be indemnified hereunder shall be reduced by (i) the amount of any insurance proceeds which the Company Stockholder Indemnified Parties recover with respect to such Loss; and (ii) any indemnity, contribution or other amounts actually received, up similar payment which the Company Stockholder Indemnified Parties receive from any third party with respect to such Loss. (c) This Section 6.8 is in no way intended to affect the obligation of Purchaser to deliver the Merger Consideration and the aggregate amount of Credit Agreement Debt being paid by Purchaser at Closing in accordance with the terms of this Agreement. (d) Notwithstanding anything to the contrary contained herein, in the Indemnification Escrow Agreement, the Working Capital Escrow Agreement, or the Stockholder Representative Agreement, and in any payments of the agreements contemplated hereby or thereby, the maximum aggregate liability of any Company Stockholder to the Purchaser and Merger Sub, whether by reason of indemnification, reimbursement or other payment obligation of any type, any liability in tort, contract or otherwise, shall never exceed the amount of Common Merger Consideration actually received from by such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesCompany Stockholder.

Limitations on Indemnification Obligations. The rights of the Purchasers Indemnitees to indemnification pursuant to the provisions of Section 7.2(b) are subject to the following limitations: (ai) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESthe amount of any Loss subject to indemnification hereunder or of any Claim therefor shall be calculated net of any insurance proceeds (net of direct collection expenses) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), received by the Purchasers Indemnitees on account of such Loss. The amount Purchasers Indemnitees shall seek full recovery under all insurance policies covering any Loss or collateral sources to the same extent as they would if such Loss were not subject to indemnification hereunder and the Purchasers, the Company and the Subsidiaries shall not cancel any insurance policies in effect for periods prior to the Closing. In the event that any party (an "INDEMNIFYING PARTY") insurance recovery or indemnification payment is or may be required to pay received by the Purchasers Indemnitees with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery or payment (net of direct collection expenses and Taxes) shall be made promptly to the Sellers, which refund shall be distributed based on the proportion of the Loss borne by each such Seller, or, if a Loss has not yet been determined or paid by the Sellers, the Sellers’ indemnification obligations in respect of such Loss shall be reduced by the aggregate amount of the insurance recovery or indemnification payment (net of direct collection expenses); (ii) no adjustment shall be made as a result of any multiple, increase factor, or any other Person premium over the value paid by the Purchasers at Closing whether or not such multiple, increase factor or other premium had been used by Purchasers at the time of, or in connection with, calculating or preparing its bid, its proposed purchase price for the Purchased Units and the Shares or its final purchase price for the Purchased Units and the Shares; (an "INDEMNITEE"iii) except for Claims arising under Section 3.5 or in respect of Operating Wind Project Liabilities, the Purchasers Indemnitees will not be entitled to recover the first $200,000 in aggregate Losses (as limited by the applicable provisions of this Section 7.2(c) pursuant to Section 7.01 or Section 7.02 above7.2(b), which amount shall serve as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable a one-time deductible against Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not; provided, however, delay any payment pursuant that thereafter solely with respect to Losses that are individually less than $50,000 the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would Purchasers Indemnitees will not be entitled to receive recover for such Losses pursuant to Section 7.2(b) until such Losses that are individually less than $50,000 are equal to or exceed $300,000 in the absence aggregate (and then only to the extent of such excess); (iv) except for Claims arising under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 4.1, 4.5, 4.10, 4.15(d), 4.22, 4.27 and in respect of Operating Wind Project Liabilities (in which case the Sellers’ aggregate liability hereunder for all such Losses will not be permitted to exceed the Purchase Price), the Purchasers Indemnitees will not be entitled to recover Losses pursuant to Section 7.2(b) to the extent the Sellers aggregate liability hereunder for all such Losses would otherwise exceed twenty percent (20%) of the foregoing indemnification provisionsPurchase Price (as adjusted pursuant to Section 2.6) if the Claim pertains to Section 4.11, 4.12, 4.15, 4.16, 4.17, 4.23, 4.25, or 4.26 and ten percent (ii10%) relieved of the responsibility Purchase Price for all other items not listed in the immediately preceding clause or in the lead-in qualifier to pay this subsection (the “Liability Cap”) in the aggregate, and each Seller’s liability for Losses hereunder shall not exceed its Percentage Share of the Liability Cap; (v) except for Claims arising under Section 3.5, the Purchasers Indemnitees shall not be entitled to recover Losses pursuant to Section 7.2(b) if (A) the Purchasers (or any claims for which it director or officer of Purchasers who is obligated not a Seller or a director, officer or consultant of the Company prior to Closing) had actual knowledge at any time on or prior to the Closing Date of the facts, events or conditions constituting or resulting in such breach of representation, warranty or covenant or (iiiB) entitled to any subrogation rights the Purchasers could have mitigated or prevented such Loss using commercially reasonable efforts; and (vi) except for Claims arising under Section 3.5, with respect to any obligation hereunder. If an Indemnitee a particular Loss, each Seller shall have received only be required to indemnify the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal Purchasers Indemnitees up to the amount of such Insurance Proceeds Loss multiplied by such Seller’s Percentage Share. The Purchasers, for themselves and for the Purchasers Indemnitees, unconditionally waives any right it or they may have to hold any Seller jointly liable for the obligations of any other amounts actually received, up Seller. The aggregate liability of any Seller under this Section 7.2 shall not exceed such Seller’s Percentage Share of the Purchase Price (as adjusted pursuant to Section 2.6) for the Purchased Units and the Shares sold by such Seller to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesPurchasers hereunder.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any ------------------------------------------ party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person MMI Indemnitee or Stream International Indemnitee (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 Sections 5.1 or Section 7.02 above, as applicable, 5.2 hereof shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect reduction of the related Indemnifiable LossesLoss. The existence of a claim by To the extent an Indemnitee for insurance or against a third party Indemnifying Party makes full payment in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant and such Indemnifiable Loss is covered by an insurance policy which has not been the subject of an effective assignment to the indemnification provisions contained herein Indemnifying Party, at the request of the Indemnifying Party, the Indemnitee shall use commercially reasonable efforts at the expense of the Indemnifying Party (which expenses shall be deemed to include any increase in insurance premiums of the Indemnitee attributable to the filing of such claims) to enforce any and otherwise determined to be due and owing by an all claims under such insurance policy in respect of such Indemnifiable Loss for the benefit of the Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding If any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the full payment required by this Agreement from an Indemnifying Party in respect of any an Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts actually receivedreceived (net of any expenses in obtaining the same), up but not to exceed the aggregate net amount of any the payments previously received by the Indemnitee from such the Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesLoss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing herein shall require an Indemnitee to enforce claims under an insurance policy before proceeding to enforce its rights to indemnification against an Indemnifying Party.

Limitations on Indemnification Obligations. The rights of the Buyer Indemnitees to indemnification pursuant to the provisions of Section 9.2(b) are subject to the following limitations: (ai) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESthe amount of any Loss subject to indemnification by the Seller hereunder or of any Claim therefor shall be reduced by any and all amounts actually recovered by the Buyer Indemnitee from the following collateral sources (collectively, the “Collateral Sources”): (i) any insurance proceeds actually received by the Buyer Indemnitees on account of such Loss, net of expenses paid to third parties in procuring any such recovery, and (ii) any Tax benefit actually realized by the Buyer Indemnitees as a result of the event or circumstances giving rise to such Loss. The amount In the event that the Buyer Indemnitees obtain any party (an "INDEMNIFYING PARTY") is recovery from one or may be required to pay to more Collateral Sources or any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment made hereunder, then such Buyer Indemnitee shall promptly reimburse the Seller for any payment made or expense incurred by Seller in connection with providing such indemnification up to the amount received by the Buyer Indemnitee, (an "INDEMNITEE"net of direct collection expenses and Taxes), or, if a Loss has not yet been determined or paid by the Seller, the Seller’s indemnification obligations in respect of such Loss shall be reduced by the aggregate amount of the recovery from any Collateral Sources or any other Person alleged to be responsible for any Losses (net of direct collection expenses and Taxes); (ii) the Buyer Indemnitees will not be entitled to recover Losses pursuant to Section 7.01 9.2(b)(i) unless and until the aggregate Losses incurred by the Buyer Indemnitees pursuant to Section 9.2(b)(i) exceed one and one-half percent (1.5%) of the Purchase Price in the aggregate (the “Deductible”) (after which the R&W Insurance Policy, or Section 7.02 abovethe Seller, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered obligated to indemnify the Buyer Indemnitees, subject to the limitations set forth herein, from third parties by or on behalf of such Indemnitee and against all Losses in respect excess of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or Deductible); (iii) entitled to the Buyer Indemnitees shall be responsible for any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable and all Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal up to the amount of the Retention (as such term is defined in the R&W Insurance Proceeds or other amounts actually received, up Policy) under the R&W Insurance Policy. The sole source of funds to recover for any Losses arising from a breach of the Seller’s representations in Section 4.14(d) shall be the R&W Insurance Policy. Recourse for Losses that were specifically excluded from coverage under the R&W Insurance Policy as set forth in Section 4 of the R&W Insurance Policy on the day coverage under the R&W Insurance Policy became effective (the “Excluded Matters”) shall be to the aggregate amount Seller Parent Guaranty. With respect to Other R&W Insured Losses (as defined below), Buyer shall notify Seller if it intends to seek recourse under the Seller Parent Guaranty before initiating a claim under the R&W Insurance Policy. If the Buyer elects not to seek recourse to the Seller Parent Guaranty then the Buyer’s sole recourse for Other R&W Insured Losses shall be the R&W Insurance Policy. If, and only if, Buyer notifies Seller that it intends to seek recourse to the Seller Parent Guaranty, shall the procedures provided by Sections 9.2(c)(iv) and (v) apply; (iv) Upon the Insurer (as such term is defined in the R&W Insurance Policy) acknowledging that the Retention has been fully satisfied, the R&W Insurance Policy shall be the initial source of funds to recover for any payments received from such Indemnifying Party pursuant other Losses for which the Buyer Indemnitees are entitled to this Agreement indemnification in respect of Section 9.2(b) (the “Other R&W Insured Losses”). With respect to the Other R&W Insured Losses, in the event that (A) the remaining available Limit of Liability (as such Indemnifiable Losses.term is defined in the R&W Insurance Policy) under the R&W Insurance Policy is insufficient to fully indemnify the Buyer Indemnitees for such Other R&W Insured Losses as a consequence of such Limit of Liability being wholly or partially exhausted (the “

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount Parties intend that any party Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any other Person entitled to indemnification or contribution hereunder (an "INDEMNITEE"“Indemnitee”) pursuant to Section 7.01 or Section 7.02 above, as applicable, shall will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from third parties any Person by or on behalf of such the Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLiability. If an Indemnitee shall have received the receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Liability and shall subsequently actually receive receives Insurance Proceeds or any other amounts in respect of such Indemnifiable Lossesthe related Liability, then such the Indemnitee shall hold such Insurance Proceeds in trust for will pay to the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum an amount equal to the excess of the Indemnity Payment received over the amount of such the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts actually (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, up realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the aggregate amount responsibility with respect thereto or, solely by virtue of any payments received from provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) The Parties agree that no Indemnitee shall be entitled to indemnification, contribution or reimbursement pursuant to this Agreement Article IV for any (i) special, punitive or exemplary damages, (ii) any loss of enterprise value, diminution in respect value of any business, damage to reputation or loss of goodwill, (iii) any lost profits, consequential, indirect or incidental damages, or (iv) any damages calculated based on a multiple of profits, revenue or any other financial metric, except, in each case, to the extent such Indemnifiable Lossesdamages are finally awarded and actually paid by the Indemnitee to a Third Party in connection with a Third-Party Claim.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person party (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 4.01 or Section 7.02 above, as applicable, 4.02 shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds proceeds of Policies and amounts recovered under the DKI Indemnification or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnitee, in respect reduction of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLoss. If an Indemnitee shall have received the payment (an "Indemnity Payment") required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds proceeds of Policies or amounts recovered under the DKI Indemnification or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, received (up to but not in excess of the aggregate amount of any payments received Indemnity Payment made hereunder). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (b) If any Indemnitee realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party pursuant an amount equal to this Agreement in respect the Tax benefit or such Indemnifying Party shall pay to such Indemnitee an additional amount equal to the Tax detriment (taking into account any Tax detriment resulting from the receipt of such additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnitee by reason of having incurred an Indemnifiable LossesLoss shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or inclusion in income for such period resulting from such Indemnifiable Loss or the payment thereof, as the case may be, by (ii) the highest applicable marginal Tax rate for such period (provided, however, that -------- the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 4.03(b) with respect to a Tax benefit or Tax detriment realized by an Indemnitee in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the party filing such return. (c) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: 15 (i) with respect to a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Loss with the Indemnifying Party; and (iii) with respect to a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Loss shall be given to the Indemnitee.

Limitations on Indemnification Obligations. 9.3.1 Notwithstanding anything to the contrary contained in this Agreement, an Indemnitee which is seeking defense or indemnification for any Indemnification Loss shall be entitled to indemnification for the breach or inaccuracy of a representation or warranty only if the Indemnitee has given written notice to the Indemnitor prior to the expiration of the Survival Period. 9.3.2 Notwithstanding anything to the contrary in this Agreement, the amount of any Indemnification Loss for which indemnification is provided to an Indemnitee under this Article 9 shall be net of (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount any Tax benefits actually realized by the Indemnitee that any party (an "INDEMNIFYING PARTY") is or may be required to pay are attributable to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 abovededuction, as applicableloss, shall be reduced (retroactively or prospectively) by any Insurance Proceeds credit, refund or other amounts actually recovered reduction in Tax resulting from third parties or arising out of a Loss in the year in which the Loss giving rise to the claim for indemnification occurs; (b)insurance proceeds received by or on behalf of such Indemnitee in respect of connection with the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance Indemnification Claim; or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or (c) any other third party reimbursement. The Indemnitee shall be (i) entitled use commercially reasonable efforts to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisionsrealize any Tax benefit, (ii) relieved of the responsibility to pay collect any claims for which it is obligated insurance proceeds or (iii) entitled to obtain any subrogation rights third party reimbursement with respect to such Indemnification Claim, and if such Tax benefits, insurance proceeds or reimbursement are realized or obtained by the Indemnitee after the Indemnitor has paid any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party amount in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Lossesan Indemnification Loss to the Indemnitee, then such the Indemnitee shall hold such Insurance Proceeds in trust for reimburse the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal amount realized or collected by the Indemnitee up to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from the Indemnitor for such Indemnifying Party pursuant to this Agreement in respect Indemnification Loss, less the reasonable costs of such Indemnifiable Lossescollection, including reasonable attorneys’ fees.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any parties that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.

Limitations on Indemnification Obligations. Notwithstanding any provision to the contrary contained in this Agreement, the rights of the Buyer Indemnitees to indemnification pursuant to the provisions of Section 5.2(a) are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESthe amount of any and all Losses will be determined net of (i) any amounts recovered or reasonably expected to be recovered by the Buyer Indemnitees pursuant to any indemnification by, or indemnification agreement with, any third party, (ii) any amounts recovered or reasonably expected to be recovered by the Buyer Indemnitees pursuant to any insurance policy, and (iii) any other cash receipts or sources of reimbursement received by the Buyer Indemnitees in respect of or as an offset against such Losses, (each source of recovery referred to in clauses (i), (ii) and (iii), a “Collateral Source”) and (iv) the amount of any Tax benefits actually realized by the Buyer Indemnitees with respect to such Losses in the form of a refund or reduction of Taxes payable in the taxable year or in the immediately following one (1) taxable year in which the relevant Losses were incurred by the Buyer Indemnitees (a “Tax Benefit”). For purposes of this Agreement, the Buyer Indemnitees shall be deemed to have Tax Benefit based on a reduction of Taxes payable only to the extent that, and at such time as, the amount of Taxes required to be paid by any Buyer Indemnitee for the applicable year is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Losses, in each case: (i) during the same taxable year or in the immediately following one (1) taxable year in which the relevant Losses were incurred; (ii) calculated so that the items related to the Buyer Indemnitees’ indemnification obligations are the last to be recognized; and (iii) as reasonably determined by the Buyer Indemnitees. The amount that of any party reduction hereunder shall be adjusted to reflect any final determination with respect to the Buyer Indemnitees’ liability for Taxes, consistent with the foregoing. (an "INDEMNIFYING PARTY"b) is excluding (i) claims arising from or may based on Fraud, and (ii) claims for breach of Fundamental Representations (other than Section 2.12 (Employee Plans)), the Buyer Indemnitees shall not be required entitled to pay recover Losses pursuant to Section 5.2(a)(i) until the total amount which the Buyer Indemnitees would recover under this Agreement (as limited by the provisions of this Section 5.4), but for this Section 5.4(b), exceeds $354,500 (the “Threshold”) and then only for the excess over the Threshold; (c) other than Losses resulting from Fraud or breach of Fundamental Representations (other than Section 2.12 (Employee Plans), the Buyer Indemnitees shall not be entitled to recover any other Person Loss (an "INDEMNITEE"and such Loss shall not be counted against the Threshold) pursuant to pursuant to Section 7.01 5.2(a)(i) unless such individual Loss exceeds $5,000 (the “Mini-Basket”); (d) in no event shall the obligations of Seller to provide indemnification pursuant to Section 5.2(a)(i) Agreement exceed an aggregate amount equal to the Indemnity Escrow Amount, other than based on a breach of a Fundamental Representation (other than Section 2.12 (Employee Plans)); (e) the Buyer Indemnitees shall not be entitled to recover Losses hereunder resulting from breach of representations and warranties (other than based on a breach of a Fundamental Representation, except Section 2.12 (Employee Plans)) from any source other than the Indemnity Escrow Amount in the Escrow Account and the R&W Insurance Policy; (f) if any Buyer Indemnitee has been indemnified for a Loss hereunder and at any time thereafter such Buyer Indemnitee or Section 7.02 aboveany other Buyer Indemnitee recovers all or a portion of such Loss from a Collateral Source or receives a Tax Benefit with respect to such Loss, as applicable, the Buyer Indemnitees shall be reduced promptly refund to the Escrow Account (retroactively if the during the term of the Escrow Account) or prospectivelySeller (if the term of the Escrow Account has expired and the Escrow Account has been liquidated) the amount previously received by any Insurance Proceeds the Buyer Indemnitees (whether received from the Escrow Account or other amounts actually recovered from third parties by or on behalf of Seller) with respect to such Indemnitee in respect Loss (up to the amount recovered from the Collateral Source) or the amount of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant Tax Benefit; (g) to the indemnification provisions contained herein and otherwise determined to be due and owing by extent an Indemnifying Party. Ratheritem has been reflected as a liability or a deduction from an asset in the calculation of the Closing Net Working Capital, or has been treated as Closing Date Funded Indebtedness or a Selling Expense included in the determination of the Purchase Price, the Indemnifying Party Buyer Indemnitees shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive indemnification pursuant to this Agreement on account of said item; and (h) Seller shall have no obligation to indemnify the Buyer Indemnitees for any Losses attributable to any Taxes (i) to the extent such Taxes have been adequately reflected as a liability in the absence of the foregoing indemnification provisionsClosing Net Working Capital, (ii) relieved resulting from an action taken by Buyer, any Company or any of their Affiliates on the responsibility to pay any claims for which it Closing Date outside the ordinary course of business that is obligated or not contemplated by this Agreement (iii) entitled attributable to the Buyer’s breach of any covenant set forth in Section 4.1 or (iv) of Buyer, any Company or any of their Affiliates (A) attributable to any subrogation rights Post-Closing Tax Period or (B) with respect to any obligation hereunderStraddle Period, attributable to the portion of such Taxable period deemed to begin after the Closing Date determined pursuant to Section 4.1(f). If an Indemnitee Notwithstanding anything in this Agreement to the contrary, Seller shall have received no obligation to indemnify the payment Buyer Indemnitees for any Losses arising from the matters described in clause (a) of Section 2.18 of the Disclosure Schedule (the “Excluded Tax Matters”). The Buyer Indemnitees shall use commercially reasonable efforts to make a claim for recovery of any amounts recoverable by them from any Collateral Source. The Buyer Indemnitees shall use their respective commercially reasonable efforts to mitigate any Losses solely to the extent required by this Agreement from an Indemnifying Party Law. Notwithstanding anything to the contrary set forth herein, the limitations set forth in Section 5.4(b), Section 5.4(c), Section 5.4(d) and Section 5.4(e) shall not limit the rights of the Buyer Indemnitees to indemnification with respect to breaches of covenants, the Special Indemnity or Fraud; provided, however, that the liability of Seller for such matters or any Indemnifiable Losses and other indemnifiable matters shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay be subject to such Indemnifying Party a sum cap equal to the amount of net, after-Tax proceeds received by Seller. Upon request, if the Seller is a Responsible Party, Seller shall cooperate with, assist and take such Insurance Proceeds or other reasonable actions requested by the Indemnified Party in connection with the Indemnified Party’s reasonable efforts to make a claim for recovery of any amounts actually receivedrecoverable by the Indemnified Party from any Collateral Source, up including without limitation making claims against the Sellers (as defined in that certain Securities Purchase Agreement, dated as of September 6, 2019, among PVT Holdings, Inc., the Sellers (as defined therein), the Seller Representative (as defined therein) and BPA (the “Branford Purchase Agreement”)) pursuant to the aggregate amount of any payments received Branford Purchase Agreement and/or under the representations and warranties insurance policy written by Fidelis Underwriting Limited, Policy No. 19FULRP-7451-0087, procured in connection with the transactions contemplated by the Branford Purchase Agreement. If the Buyer Indemnitees actually recover amounts from such Indemnifying Party pursuant to this Agreement a Collateral Source in respect of Losses incurred as a result of the Excluded Tax Matters, Buyer Indemnitees shall notify Seller and Seller may offset up to $600,000 of such Indemnifiable Lossesamounts actually recovered from a Collateral Source, less expenses incurred by the Buyer Indemnitees in recovering such amounts, against Seller’s future, pending or unresolved indemnification obligations under this Agreement; provided that the Buyer Indemnitees shall not be required to remit such recovered amounts to Seller (or deposit such amounts into the Escrow Account (if during the term of the Escrow Account) pursuant to Section 5.4(f).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 9.2 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderobligated. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 9.2 are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The the amount that of any party and all Losses will be determined net of (an "INDEMNIFYING PARTY"i) is any amounts recovered by the Indemnified Party under indemnification agreements or may be required arrangements with third parties or under insurance policies (including any amounts recovered or recoverable by the Indemnified Party under the R&W Insurance) with respect to pay such Losses and (ii) any net Tax benefit realized with respect to any other Person such Losses in the taxable year in which such Losses arose, determined on a “with and without” basis; (an "INDEMNITEE"b) prior to seeking recovery from the Sellers pursuant to Section 7.01 9.2(a)(i) (or Section 7.02 abovewith respect to any claim that could be made thereunder), as applicableBuyer agrees to make, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf cause the appropriate Buyer Indemnitee to make, a claim for the full amount of such Indemnitee in respect of Loss under the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall notR&W Insurance; provided, however, delay that, so long as Buyer or the appropriate Buyer Indemnitee has first made such a claim under the R&W Insurance, Buyer or such Buyer Indemnitee may also make a claim for indemnification under Section 9.2(a), notwithstanding the fact that the Buyer Indemnitee’s claim under the R&W Insurance is still pending. Buyer agrees to use reasonable best efforts to recover, and to cause the appropriate Buyer Indemnitee to recover, for such claims under the R&W Insurance (including contesting any payment improper denial of coverage thereunder). In no event shall any Buyer Indemnitee be entitled to recover any duplicate Losses pursuant to this Article 9. If any Buyer Indemnitee shall recover any duplicate Losses pursuant to the indemnification provisions contained herein R&W Insurance or otherwise subsequent to recovering corresponding Losses from the Sellers pursuant to this Article 9, such Buyer Indemnitee shall promptly reimburse and otherwise determined to be due and owing by an Indemnifying Party. Rather, deliver the Indemnifying Party shall make payment in full amount of such amount so determined to be due and owing by it against an assignment by the Indemnitee duplicate recovery to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third partySellers. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party The Buyer Indemnitees shall be (i) entitled to a benefit it would not be entitled to receive recover Losses if such Losses would have been covered under the R&W Insurance if not for a failure by a Buyer Indemnitee to comply with the first sentence of this Section 9.5(b) due to the gross negligence or willful misconduct of a Buyer Indemnitee. Buyer shall not, and, after the Closing, shall cause the Company not to, amend or modify in any manner that may adversely affect the absence of Sellers, or cancel or otherwise consent to the foregoing indemnification provisionstermination of, the R&W Insurance; (iic) relieved of notwithstanding anything to the responsibility to pay any claims for which it is obligated or (iii) contrary in this Agreement, the Buyer Indemnitees shall not be entitled to any subrogation rights indemnification under Section 9.2(a) with respect to any obligation hereunder. If an Loss of any kind, interest or expenses, regardless of the form of action through which any of the foregoing are sought, that are in the nature of punitive or treble damages, except to the extent such damages are awarded to a third party; (d) other than in the event of Fraud, the Sellers shall not be liable for any Loss pursuant to clause Section 9.2(a)(i)(C) or Section 9.2(a)(i)(D) for which any Buyer Indemnitee shall have received be entitled to indemnification thereunder (i) unless each such Loss (or series of related Losses arising out of the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses same or related circumstances) exceeds $50,000 and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to (ii) until the aggregate amount of such Losses for which the Buyer Indemnitees shall be entitled to recover exceeds $2,000,000, whereupon the Buyer Indemnitees shall be entitled to receive from the Indemnity Escrow Funds an aggregate amount of Losses up to the Indemnity Escrow Amount. Other than in the event of Fraud, the Sellers shall not be liable for any payments received from such Indemnifying Party Loss pursuant to this Agreement clause Section 9.2(a)(i)(C) or Section 9.2(a)(i)(D) once the Indemnity Escrow Funds have been exhausted and Buyer shall have no direct claims against Sellers for such Losses; (e) only AIG, and not any other Seller, shall be liable for any Loss under Section 9.2(a) relating to a Pre-Closing Tax imposed on a Group Company under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law) by reason of a Group Company having been included in a combined, consolidated, affiliated, unitary or other group for Tax purposes the common parent of which was AIG or any of its Affiliates (other than the Group Companies) (and AIG shall be liable for the full amount of such Loss notwithstanding Section 9.2(b)); (f) notwithstanding Section 9.2(b), each Seller shall be liable for Losses in relation to Pre-Closing Taxes imposed on any Group Company under Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.), as enacted by the Budget Act, only to the extent such Pre-Closing Taxes are attributable to such Seller’s interest in the Company during the “reviewed year” (within the meaning of Section 6225(d)(1) of the Code, as enacted by the Budget Act) (for the avoidance of doubt, taking into account any applicable adjustments under Sections 6225(c) of the Code, as enacted by the Budget Act, in relation to such Seller); (g) the indemnification obligations of the Sellers pursuant to Section 9.2(a)(iv) shall survive until the expiration of the R&W Insurance for applicable Tax matters, after which point Section 9.2(a)(iv) shall terminate and be of no further force and effect; (h) the Sellers shall not be liable for any Loss arising from a breach of Section 3.16 (other than Section 3.16(a) or Section 3.16(h)) to the extent such Loss relates to Taxes for Tax periods (or portions thereof) beginning after the Closing Date; (i) other than in the event of Fraud, the aggregate total amount of Losses in respect of which Buyer Indemnitees shall be entitled to recover from the Sellers pursuant to Section 9.2(a)(i)(A), Section 9.2(a)(i)(B), Section 9.2(a)(ii), Section 9.2(a)(iii) or Section 9.2(a)(iv) shall not exceed an amount equal to the Final Purchase Price; and (j) other than in the event of Fraud, the aggregate total amount of Losses in respect of which Seller Indemnitees shall be entitled to recover from Buyer pursuant to clause (i) of Section 9.2(c) shall not exceed an amount equal to the Final Purchase Price; provided, that Buyer shall not be liable under clause (i) of Section 9.2(c) unless each such Indemnifiable LossesLoss (or series of related Losses arising out of the same or related circumstances) exceeds $50,000. Without limiting the foregoing, and notwithstanding anything herein to the contrary, other than in the event of Fraud, (i) in no event shall the aggregate amount of indemnity payments made by the Sellers under this Article 9 (including for Losses related to any inaccuracy or breach of the Seller Fundamental Representations) exceed the Final Purchase Price, and (ii) under no circumstances shall any Seller’s aggregate liability for any and all claims for any Losses under this Agreement exceed such Seller’s Percentage Allocation of the Final Purchase Price; provided that, the foregoing exception for Fraud shall only be applicable to AIG if, and AIG’s aggregate liability for any and all claims for Losses under this Agreement shall not exceed AIG’s Percentage Allocation of the Final Purchase Price unless, such Losses relate to, or arise out of, Fraud committed by AIG in making the representations and warranties with respect to it in Article IV hereof.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESIndemnification under this Article VIII shall not be available to any Indemnified Party unless such Indemnified Party first uses commercially reasonable efforts to obtain recovery from any Third Party Source (as defined below) for the applicable claim or Loss before making any claim for indemnification against the Responsible Party. The Responsible Party may, in its sole discretion, require any Indemnified Party to grant an assignment of the right of such Indemnified Party to assert a claim against any Third Party Source. If the amount to be netted hereunder from any payment required under Section 8.2(a) is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VIII, the Indemnified Party shall repay to the Responsible Parties, promptly after such determination, any amount that any party (an "INDEMNIFYING PARTY") is or may be required the Responsible Parties would not have had to pay pursuant to this Article VIII had such determination been made at the time of such payment. (b) The Parent Indemnitees shall not have a right to assert claims under any provision of this Agreement for any Losses to the extent that such Losses relate to actions taken by or omitted to be taken by Parent or the Company after the Closing Date. (c) The rights of the Parent Indemnitees to indemnification pursuant to the provisions of Section 8.2(a) are subject to the following limitations: (i) The amount of any and all Losses will be determined net of any (A) accruals or reserves on the Company Financial Statements or the Conclusive Final Closing Statement, (B) amounts recovered by the Parent Indemnitees under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder) (each such source named in this clause (B) a “Third Party Source”) and (C) an amount equal to any Tax savings or benefits realized or realizable by the Indemnified Party as calculated on a with or without basis. Each Indemnified Party shall use its commercially reasonable efforts to recover all amounts payable from a Third Party Source under any insurance policy or any other Person Contract prior to seeking indemnification hereunder. (an "INDEMNITEE"ii) The Parent Indemnitees shall not be entitled to recover for any Losses pursuant to Section 7.01 8.2(a)(i) unless the Loss resulting from such claim or series of related claims equals or exceeds $15,000 (the “Mini-Basket”); provided that this limitation shall not apply with respect to (A) breaches of the Fundamental Representations and any covenants contained herein or (B) the indemnification obligations set forth in Section 7.02 above8.6 ((A) and (B) collectively, as applicable“Special Indemnified Matters”). In addition, the Parent Indemnitees shall not be entitled to recover any Loss pursuant to Section 8.2(a)(i) in excess of the Mini-Basket unless and until the aggregate amount of all Losses (both before and after the relevant Mini-Basket shall have been exceeded) exceeds $390,000.00 (the “Threshold”), after which the Parent Indemnitees shall be reduced entitled to recover all Losses in excess of both the Mini-Basket and the Threshold; provided that the limitations set forth in this Section 8.5(c)(ii) shall not apply with respect to Losses arising out of or resulting from Special Indemnified Matters. (retroactively iii) Notwithstanding anything to the contrary herein, other than with respect to Special Indemnified Matters, in no event shall the Parent Indemnitees be entitled to recover more than the amount of cash and shares of Parent Common Stock then in the Escrow Account; provided that the maximum aggregate liability of each of the Sellers for Losses arising out of or prospectivelyresulting from claims in respect of Special Indemnified Matters (including with respect to claims of Fraud with respect to Special Indemnified Matters) shall be an amount equal to the Purchase Price actually received by any Insurance Proceeds or other amounts actually recovered such Seller hereunder, provided, further however, that Parent Indemnities shall first recover Losses for Special Indemnified Matters from third parties by or on behalf of such Indemnitee the Escrow Account. (iv) The Parent Indemnitees shall not be entitled to recover from the Sellers, collectively, pursuant to this Article VIII more than once in respect of the related Indemnifiable same Losses suffered. (d) Notwithstanding anything contained herein to the contrary, other than with respect to Special Indemnified Matters, after the Closing, on the date that the amount of cash and shares of Parent Common Stock in the Escrow Account is reduced to zero, the Parent Indemnitees shall have no further rights to indemnification under this Agreement. (e) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any claim as to which indemnification may be sought by such Indemnified Party pursuant to this Article VIII, such Indemnified Party shall utilize commercially reasonable efforts, consistent with normal practices and policies, to mitigate such Losses. The existence of a claim , and any Losses to the extent directly resulting from such Indemnified Party’s failure to comply with the foregoing shall be excluded from the Losses recoverable by an Indemnitee such Indemnified Party from the Responsible Party hereunder. (g) No Responsible Party shall be liable for insurance or against a third party any Losses in respect of any Indemnifiable liability or Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein which is contingent unless and otherwise determined to be until such contingent liability or Loss becomes an actual liability or Loss and is due and owing by an Indemnifying Partypayable. Rather, the Indemnifying No Responsible Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility liable to pay any claims for amount in discharge of a claim under this Article VIII unless and until the liability or Loss in respect of which it the claim is obligated or made has become due and payable. (iiih) entitled No Indemnified Party shall have any right to assert any subrogation rights claim against any indemnifying party hereunder (an “Indemnifying Party”) with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect Loss, cause of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds action or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal claim to the amount extent such Loss, cause of action or claim is a Loss, cause of action or claim: (i) with respect to which such Insurance Proceeds Indemnified Party or other amounts actually received, up any of its affiliates has taken action (or caused to be taken) with the primary intent of accelerating the time period in which such matter is asserted or payable in order to cause a claim to be made prior to the aggregate amount of any payments received applicable Survival Date; or (ii) arising from such Indemnifying Party pursuant or related to this Agreement in respect of such Indemnifiable LossesNon-Permitted Testing.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESThe parties hereto intend that each Liability subject to indemnification, contribution or reimbursement pursuant hereto will be net of (i) all Insurance Proceeds, and (ii) all recoveries, judgments, settlements, contribution, indemnities and other amounts received (including by way of set-off) from all Third Parties, in each case that actually reduce the amount of, or are paid to the applicable indemnitee in respect of, such Liability (“Third Party Proceeds”). The Accordingly, the amount that any a party (each, an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any other Person each Entity entitled to indemnification hereunder (each an "INDEMNITEE"“Indemnified Party”) pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any all Insurance Proceeds or other amounts actually recovered from third parties and Third Party Proceeds received by or on behalf of such Indemnitee the Indemnified Party in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall notrelevant Liability; provided, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing that all amounts described in Section 9.2 or Section 9.3 which are incurred by an Indemnifying Party. Rather, Indemnified Party shall be paid promptly by the Indemnifying Party and shall make not be delayed pending any determination as to the availability of Insurance Proceeds or Third Party Proceeds; provided, further, that upon such payment by or on behalf of an Indemnifying Party to an Indemnified Party in full of connection with a Third Party Claim, to the extent permitted by Applicable Laws such amount so determined Indemnified Party shall assign its rights to be due recover all Insurance Proceeds and owing by it against an assignment by the Indemnitee Third Party Proceeds to the Indemnifying Party and such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to all events and circumstances in respect of which such Indemnified Party may have with respect to all rights, defenses, and claims relating to such Third Party Claim. If, notwithstanding the second proviso in the preceding sentence, an Indemnified Party receives a payment required to be made under this Article IX (an “Indemnity Payment”) from an Indemnifying Party in respect of a Liability and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the entire amount paid by the Indemnifying Party over the amount that would have been due if such Insurance Proceeds and Third Party Proceeds had been received before the Indemnity Payment was made. Each EATC UT Entity and each EATC NV Entity shall use reasonable best efforts to seek to collect or recover all Insurance Proceeds and all Third Party Proceeds to which such Entity is entitled in respect of a Liability for which such Entity seeks indemnification pursuant to this Article IX; provided, however, that such Entity’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder. (b) An insurer that would otherwise be obligated to pay a claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a “windfall” (i.e., a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (iiprovisions hereof) relieved by virtue of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossesindemnification provisions hereof.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee 69 74 (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay the parties to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any this Agreement that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including, without limitation, Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including 55 60 reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESReductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person person (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 5.1, Section 5.2 or Section 7.02 5.3 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or Proceeds, other amounts actually recovered from third parties parties, or amounts recovered pursuant to any Ancillary Agreement, by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. Each of the parties agrees that it shall use its best efforts to collect any such Insurance Proceeds or other amounts to which it or any of its Subsidiaries may be entitled. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, not delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no No insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated obligated, or (iii) entitled to any subrogation rights with respect to any obligation hereunderarising under the foregoing indemnification provisions. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of such Indemnifying Party and promptly shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesLoss.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as “Indemnity Reduction Amounts”). The existence If any Indemnity Reduction Amounts are received by or on behalf of a claim by an Indemnitee for insurance or against a third party in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, over (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay the parties to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any this Agreement that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Fortune/ACCO Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.

Limitations on Indemnification Obligations. The rights of the Parent Indemnitees to indemnification pursuant to the provisions of Section 8.02(a) and of the Seller Indemnitees to indemnification pursuant to the provisions of Section 8.02(b) are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The the amount that of any party (and all Losses for which an "INDEMNIFYING PARTY") is or Indemnified Party may be required to pay to any other Person (an "INDEMNITEE") pursuant to receive indemnification under Section 7.01 or Section 7.02 above, as applicable, 8.02 shall be reduced determined net of any amounts recovered by the Indemnified Party, under insurance policies or other sources (retroactively or prospectivelyother than Tax benefits, which shall be governed by Section 8.04(b)) with respect to such Losses; (b) the amount of any and all Losses for which an Indemnified Party may receive indemnification under Section 8.02 shall be decreased by any Insurance Proceeds Tax benefit actually realized by the Indemnified Party as a result of the Loss giving rise to the indemnification payment and which results in an actual reduction of cash Taxes paid by the Indemnified Party in the Taxable year of the Loss giving rise to the obligation or other amounts actually recovered from third parties by or on behalf the immediate succeeding Tax year (the “Tax Benefit Netting Period”) (determined for each of such Indemnitee taxable years on a “with and without basis” by comparing the Indemnified Parties’ liability for Taxes in such year with and without taking into account such Loss); provided, however, that if (i) such Tax benefit is recognized after an indemnification payment is made (but within the Tax Benefit Netting Period) the relevant Indemnified Party will pay within 20 days of so realizing such Tax benefit to the relevant Responsible Party an amount equal to such reduction in cash Taxes paid (provided that if the Indemnified Party is a Seller Indemnitee, the amount of such payment will be made solely from, and shall be limited to, the Indemnity Escrow Account, by releasing to Parent a number of Parent shares equal to the dollar amount of such payment divided by the Per Share Parent Share Value as of the Business Day prior to the date of such payment), and (ii) if any Tax cost resulting from a correlative adjustment in respect of the related Indemnifiable Losses. The existence of an amount that previously gave rise to a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be under clause (i) entitled of this Section 8.04(b) is incurred by an Indemnified Party after the clause (i) payment is made (but within the Tax Benefit Netting Period), the relevant Responsible Party will pay within 20 days of the Indemnified Party realizing such Tax cost to the relevant Indemnified Party an amount equal to such cost (not to exceed the corresponding clause (i) payment; and provided that if the Responsible Party is a benefit it would Stakeholder, the amount of such payment will be made solely from, and shall be limited to, the Indemnity Escrow Account, by releasing to Parent a number of Parent shares equal to the dollar amount of such payment divided by the Per Share Parent Share Value as of the Business Day prior to the date of such payment); (c) other than with respect to any Agreed Indemnifiable Event, the Parent Indemnitees shall not be entitled to receive in recover for any Loss with respect to a particular breach or inaccuracy (whether individually or a series of related events, which shall constitute one event) unless such Loss equals or exceeds $50,000.00 (the absence of the foregoing indemnification provisions, “Parent De Minimis Amount”); (iid) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights other than with respect to any obligation hereunder. If an Indemnitee Agreed Indemnifiable Event, the Parent Indemnitees shall have received not be entitled to recover Losses pursuant to Section 8.02(a) until the payment required total amount which the Parent Indemnitees would recover under Section 8.02(a) (as limited by the provisions of Section 8.04(a), Section 8.04(b), and Section 8.04(c)), but for this Section 8.04(d), exceeds $3,000,000.00 (the “Parent Deductible”), in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of such amount; (e) subject to Section 8.04(g), the aggregate amount of all Losses payable to the Parent Indemnitees pursuant to Section 8.02(a) or otherwise under this Agreement from an Indemnifying Party or any certificates delivered hereunder shall not exceed $50,000,000.00 (the “Absolute Cap”); (f) the amount of Losses relating to any Agreed Indemnifiable Events in respect the aggregate recoverable under Section 8.02(a)(ii) shall be determined net of any Indemnifiable resolution in favor of Parent, the Surviving Corporation or any of their respective Subsidiaries in connection with the Retained Event; (g) other than with respect to claims made pursuant to Section 8.02(a)(ii) (which are subject to the Absolute Cap) and other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement, from and after the Closing, the Indemnity Escrow Account shall be the sole source of recovery with respect to Losses of the Parent Indemnitees under this Agreement or any certificates delivered hereunder, including Losses indemnifiable pursuant to Section 8.02(a)(i), and in no event shall subsequently actually receive Insurance Proceeds the Parent Indemnitees be entitled to recover more than the amount in the Indemnity Escrow Account as such amount may be reduced over time; (h) for such time as the Indemnity Escrow Account has a positive balance, the Parent Indemnitees may only seek recovery for indemnified claims under Section 8.02(a)(ii) from the Indemnity Escrow Account; (i) the Seller Indemnitees shall not be entitled to recover a Loss for any particular breach or other amounts inaccuracy unless such Loss equals or exceeds $50,000.00 (whether individually or a series of related events, which shall constitute one event) (the “Seller De Minimis Amount”); (j) the Seller Indemnitees shall not be entitled to recover Losses pursuant to Section 8.02(b)(i) until the total amount which the Seller Indemnitees would recover under Section 8.02(b)(i) (as limited by the provisions of Section 8.04(a), Section 8.04(b) and Section 8.04(i)), but for this Section 8.04(j), exceeds $3,000,000.00, in respect which case, the Seller Indemnitees shall only be entitled to recover Losses in excess of such Indemnifiable Lossesamount; (k) the aggregate amount of all Losses payable to the Seller Indemnitees pursuant to Section 8.02(b) or otherwise under this Agreement or any certificates delivered hereunder shall not exceed $30,000,000.00, then such Indemnitee other than with respect to claims against Parent based on Rule 10b-5 or Section 18 of the Exchange Act, for which the limitations set forth in Section 3.20, Section 4.12 and this ARTICLE VIII (including this Section 8.04) shall hold such Insurance Proceeds in trust for not apply; (l) the benefit of such Indemnifying Party and Parent Indemnitees shall pay not be entitled to such Indemnifying Party a sum equal recover Losses to the extent the amount of such Insurance Proceeds Losses has been accrued (without duplication) or other amounts actually receivedis included for purposes of the calculation of the Final Cash Merger Consideration as agreed by the parties or resolved by the Accounting Firm; (m) nothing in this ARTICLE VIII regarding indemnification rights and obligations shall be deemed to override any obligations with respect to mitigation of damages existing under applicable law; and (n) except for Losses relating to or arising under (i) a Third Party Claim that are payable to a third party or (ii) Section 8.02(a)(ii) (whether or not payable to a third party), up to the aggregate amount Losses shall not include any diminution in value or any punitive, incidental, consequential, special or indirect damages, including loss of any payments received from such Indemnifying Party pursuant to this Agreement in respect future revenue, profits, multiples of such Indemnifiable Lossesprofits, or income, or loss of business reputation or opportunity.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESIndemnification under this Article 8 shall not be available to any Indemnified Party unless such Indemnified Party first uses commercially reasonable efforts to obtain recovery from any Third Party Source (as defined below) for the applicable claim or Loss before making any claim for indemnification against the Responsible Party. The Responsible Party may, in its sole discretion, require any Indemnified Party to grant an assignment of the right of such Indemnified Party to assert a claim against any Third Party Source. If the amount to be netted hereunder from any payment required under Sections 8.2(a) is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article 8, the Indemnified Party shall repay to the Responsible Parties, promptly after such determination, any amount that any party (an "INDEMNIFYING PARTY") is or may be required the Responsible Parties would not have had to pay pursuant to this Article 8 had such determination been made at the time of such payment. (b) The Buyer Indemnitees shall not have a right to assert claims under any provision of this Agreement for any Losses to the extent that such Losses relate to actions taken by or omitted to be taken by the Buyer or the Company after the Closing Date. (c) The rights of the Buyer Indemnitees to indemnification pursuant to the provisions of Section 8.2(a) are subject to the following limitations: (i) The amount of any and all Losses will be determined net of any (A) accruals or reserves on the Company Financial Statements or the Conclusive Final Closing Statement, (B) amounts recovered by the Buyer Indemnitees under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder) (each such source named in this clause (B) a “Third Party Source”) and (C) an amount equal to any Tax savings or benefits realized or realizable by the Indemnified Party as calculated on a with or without basis. Each Indemnified Party shall use its commercially reasonable efforts to recover all amounts payable from a Third Party Source under any insurance policy or any other Person Contract prior to seeking indemnification hereunder. (an "INDEMNITEE"ii) The Buyer Indemnitees shall not be entitled to recover for any Losses pursuant to Section 7.01 8.2(a)(i) unless the Loss resulting from such claim or series of related claims equals or exceeds $15,000 (the “Mini-Basket”) ; provided that this limitation shall not apply with respect to (A) breaches of the Fundamental Representations any covenants contained herein or (B) the indemnification obligations set forth in Section 7.02 above8.6 (collectively, as applicable“Special Indemnified Matters”). In addition, the Buyer Indemnitees shall not be entitled to recover any Loss pursuant to Section 8.2(a)(i) in excess of the Mini-Basket unless and until the aggregate amount of all Losses (both before and after the relevant Mini-Basket shall have been exceeded) exceeds $177,500 (the “Threshold”), and then only for such Losses in excess of the Threshold; provided that this limitation shall not apply with respect to Losses arising out of or resulting from Special Indemnified Matters. (iii) Notwithstanding anything to the contrary herein, other than with respect to Special Indemnified Matters, in no event shall the Buyer Indemnitees be entitled to recover more than the amount of cash then in the Escrow Account; provided that the maximum aggregate liability of each of the Sellers for Losses arising out of or resulting from claims in respect of Special Indemnified Matters (including with respect to claims of Fraud with respect to Special Indemnified Matters) shall be reduced 75% (retroactively or prospectively100% in the case of a breach of Section 4.4) of the net cash amount of the Purchase Price actually received by any Insurance Proceeds or other amounts actually recovered such Seller hereunder, provided, further however, that the Buyer Indemnities shall first recover Losses for Special Indemnified Matters from third parties by or on behalf of such Indemnitee the Escrow Account. (iv) The Buyer Indemnitees shall not be entitled to recover from the Sellers, collectively, pursuant to this Article 8 more than once in respect of the related Indemnifiable same Losses suffered. (d) Notwithstanding anything contained herein to the contrary, but subject to the Special Indemnified Matters as set forth in Section 8.5(c)(iii), after the Closing, on the date that the amount of cash in the Escrow Account is reduced to zero, the Buyer Indemnitees shall have no further rights to indemnification under this Agreement. (e) For purposes of this Article 8, 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) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any claim as to which indemnification may be sought by such Indemnified Party pursuant to this Article 8, such Indemnified Party shall utilize commercially reasonable efforts, consistent with normal practices and policies, to mitigate such Losses. The existence of a claim , and any Losses to the extent directly resulting from such Indemnified Party’s failure to comply with the foregoing shall be excluded from the Losses recoverable by an Indemnitee such Indemnified Party from the Responsible Party hereunder. (g) No Responsible Party shall be liable for insurance or against a third party any Losses in respect of any Indemnifiable liability or Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein which is contingent unless and otherwise determined to be until such contingent liability or Loss becomes an actual liability or Loss and is due and owing by an Indemnifying Partypayable. Rather, the Indemnifying No Responsible Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility liable to pay any claims for amount in discharge of a claim under this Article 8 unless and until the liability or Loss in respect of which it the claim is obligated or made has become due and payable. (iiih) entitled No Indemnified Party shall have any right to assert any subrogation rights claim against any indemnifying party hereunder (an “Indemnifying Party”) with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect Loss, cause of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds action or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal claim to the amount extent such Loss, cause of action or claim is a Loss, cause of action or claim: (i) with respect to which such Insurance Proceeds Indemnified Party or other amounts actually received, up any of its affiliates has taken action (or caused to be taken) with the primary intent of accelerating the time period in which such matter is asserted or payable in order to cause a claim to be made prior to the aggregate amount of any payments received applicable Survival Date; or (ii) arising from such Indemnifying Party pursuant or related to this Agreement in respect of such Indemnifiable LossesNon-Permitted Testing.

Limitations on Indemnification Obligations. a. Seller shall not be responsible for any Losses claimed by a Buyer Indemnitee under Section 7.2(a)(i), which result directly from the continuation by Buyer or an Acquired Company after the Effective Time of any practice or procedure engaged in by Seller or an Acquired Company prior to the Effective Time; provided, however, the foregoing shall not be construed to limit Seller’s obligation to indemnify a Buyer Indemnitee for Losses attributable to such practice or procedure prior to the Effective Time. b. The rights of Buyer Indemnitees and Seller Indemnities to indemnification pursuant to the provisions of Section 7.2(a) and 7.2(b) are subject to the limitations set forth in this Article 7, including the following: (ai) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that of Losses in respect of a matter will be determined net of any party (an "INDEMNIFYING PARTY"1) is or may be required amount on the Final Closing Statement relating to pay to any other Person such matter; and (an "INDEMNITEE"2) pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from by Indemnitees under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder) and (C) an amount equal to the Tax savings or benefits actually realized by the Buyer Indemnitees that is attributable to any deduction, loss, credit or on behalf other Tax benefit resulting from or arising out of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by An Indemnified Party shall use commercially reasonable efforts to collect any applicable insurance proceeds and pursue any applicable indemnification claims against third parties (including (1) an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant assignment to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Responsible Party of its right to pursue claims thereto and (2) providing the entire claim of the Indemnitee for Responsible Party with reasonable assistance in pursuing any such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party assigned claim). (ii) Buyer Indemnitees shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (iirecover for any Loss pursuant to Section 7.2(a)(i) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses unless and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to until the aggregate amount of all Losses which the Buyer Indemnitees would have been entitled to recover under Section 7.2(a)(i) exceeds Two Hundred Twenty-Five Thousand Dollars ($225,000) (the “Basket”) and then only for such Losses that exceed the Basket. (iii) In no event shall the Buyer Indemnitees be entitled to recover more than Six Million Eight Hundred Fifty Thousand Dollars ($6,850,000) in connection with indemnification under Section 7.2(a)(i), except with respect to the Fundamental Representations. c. Notwithstanding anything to the contrary contained herein, upon any payments received from Indemnified Party’s becoming aware of any claim as to which indemnification may be sought by such Indemnifying Indemnified Party pursuant to this Agreement in respect of Article 7, such Indemnifiable Indemnified Party shall utilize all reasonable efforts to mitigate such Losses.

Limitations on Indemnification Obligations. In addition to any other limitations contained in ARTICLE IX and ARTICLE X hereof, the obligations of Seller and Purchaser to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, are subject to, and limited by, the following: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may Seller shall be required obligated to pay to any other Person (an "INDEMNITEE") provide indemnification pursuant to Section 7.01 10.1(a)(i) only if the aggregate dollar amount of Losses with respect to all misrepresentations and breaches of warranty referred to in Section 10.1(a)(i) exceeds an amount equal to 1.5% of the Purchase Price as finally adjusted in accordance with Section 2.4 (the “Deductible”), and then only for the amount of Losses in excess of the Deductible; provided that Seller shall not be obligated to provide indemnification pursuant to Section 10.1(a)(i) if the dollar amount of any Loss resulting from a single claim or aggregated claims arising out of related facts, events or circumstances in connection with the breach of a representation or warranty is less than $15,000 and any such Loss or Losses shall not count towards the Deductible. (b) The maximum aggregate liability of Seller for indemnification for all Losses pursuant to Section 7.02 above, as applicable, 10.1(a)(i) shall be reduced an amount equal to 22.5% of the Purchase Price as finally adjusted in accordance with Section 2.4. (retroactively c) Each Indemnified Party shall be obligated to use its reasonable best efforts to mitigate the amount of any Losses for which it is entitled to seek indemnification hereunder. (d) The amount of any indemnification payments finally determined to be due to an Indemnified Party pursuant to this ARTICLE X or prospectively) by ARTICLE VI shall be calculated taking into account any Insurance Proceeds or other amounts Income Tax benefits actually recovered from third parties by or on behalf recognized as a result of the Loss as to which such Indemnitee payment is made (net of any Income Tax detriment actually recognized in respect of the related Indemnifiable Lossesreceipt of such payments) by such Indemnified Party. The existence Indemnified Party shall use its commercially reasonable efforts to contest any effort by a Governmental Authority to disallow any such net Income Tax benefits or to otherwise avoid such net Income Tax benefits becoming unavailable; notwithstanding the foregoing, to the extent any such net Income Tax benefit is subsequently finally determined to be disallowed or otherwise unavailable to the Indemnified Party, the Indemnified Party may recover the disallowed or unavailable amount from the Indemnifying Party. (e) Upon making any indemnification payment, the Indemnifying Party will, to the extent of a claim by an Indemnitee for insurance or such payment, be subrogated to all rights of the Indemnified Party against a any third party in respect of the Loss to which the payment relates. Each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (f) The amount of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein Losses sustained by an Indemnified Party and otherwise determined to be due and owing owed by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full be reduced by any amount to which such Indemnified Party actually receives with respect thereto under any insurance or reinsurance coverage, or from any other party alleged to be responsible therefor (taking into account any costs, expenses, and increased premiums incurred by the Indemnified Party or its Affiliates as a direct result of the pursuit or recovery of such amount so determined amounts). The Indemnified Party shall use commercially reasonable efforts to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for collect any amounts available under such insurance or against reinsurance coverage and from such third partyother party alleged to have responsibility. Notwithstanding If the Indemnified Party receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses sustained at any other provisions time subsequent to any indemnification actually having been paid pursuant to this ARTICLE X, then such Indemnified Party shall promptly reimburse by that amount the applicable Indemnifying Party for any such indemnification payment actually made by such Indemnifying Party. (g) Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained in ARTICLE III of this Agreement, it is the intention of the parties hereto that Seller makes no insurer representation, warranty, guaranty or any other third party covenant regarding, and shall be (i) entitled have no obligation to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights indemnify Purchaser Indemnified Parties with respect to any Losses attributable to, (i) any changes in the level of risk-based capital that may be required to be held by any Transferred Company with respect to the liabilities and obligations arising under Insurance Contracts issued or assumed by such Transferred Company, or (ii) any change in Applicable Law, or in the interpretation, application or administration of Applicable Law, following the Closing Date. (h) For the avoidance of doubt, Seller shall be under no obligation hereunder. If to indemnify any Purchaser Indemnified Party for any Losses to the extent reflected on the Closing Statement. (i) Purchaser shall be obligated to provide indemnification pursuant to Section 10.1(b)(i) only if the aggregate dollar amount of Losses with respect to all misrepresentations and breaches of warranty referred to in Section 10.1(b)(i) exceeds an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum amount equal to 1.5% of the Purchase Price as finally adjusted in accordance with Section 2.4, and then only for the amount of such Insurance Proceeds or other amounts actually received, up Losses in excess of the Deductible; provided that Purchaser shall not be obligated to provide indemnification pursuant to Section 10.1(b)(i) if the aggregate dollar amount of any payments received Loss resulting from a single claim or aggregated claims arising out of related facts, events or circumstances in connection with the breach of a representation or warranty is less than $15,000 and any such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesLoss or Losses shall not count towards the Deductible.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESThe Parties hereto intend that each Liability subject to indemnification, contribution or reimbursement pursuant hereto will be net of (i) all Insurance Proceeds and (ii) all recoveries, judgments, settlements, contributions, indemnities, and other amounts received (including by way of set-off) from all Third Parties, in each case that actually reduces the amount of, or are paid to the applicable indemnitee in respect of, such Liability ("Third Party Proceeds"). The Accordingly, the amount that any party a Party (each, an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other each Person entitled to indemnification hereunder (each an "INDEMNITEEIndemnified Party") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any all Insurance Proceeds or other amounts actually recovered from third parties and Third Party Proceeds received by or on behalf of such Indemnitee the Indemnified Party in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall notrelevant Liability; provided, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing that all amounts described in Section 9.2 or Section 9.3 which are incurred by an Indemnifying Party. Rather, Indemnified Party shall be paid promptly by the Indemnifying Party and shall make not be delayed pending any determination as to the availability of Insurance Proceeds or Third Party Proceeds; provided, further, however, that upon such payment by or on behalf of an Indemnifying Party to an Indemnified Party in full of connection with a Third Party Claim, to the extent permitted by Applicable Laws such amount so determined Indemnified Party shall assign its rights to be due recover all Insurance Proceeds and owing by it against an assignment by the Indemnitee Third Party Proceeds to the Indemnifying Party and such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to all events and circumstances in respect of which such Indemnified Party may have with respect to all rights, defenses, and claims relating to such Third Party Claim. If, notwithstanding the second proviso in the preceding sentence, an Indemnified Party receives a payment required to be made under this Article IX (an "Indemnity Payment") from an Indemnifying Party in respect of a Liability and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the entire amount paid by the Indemnifying Party over the amount that would have been due if such Insurance Proceeds and Third Party Proceeds had been received before the Indemnity Payment was made. Each HyperScale Entity and each ACC Entity shall use reasonable best efforts to seek to collect or recover all Insurance Proceeds and all Third Party Proceeds to which such Person is entitled in respect of a Liability for which such Person seeks indemnification pursuant to this Article IX; provided, however, that such Person's inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party's obligations hereunder. (b) An insurer that would otherwise be obligated to pay a claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party Third Party shall be (i) entitled to a "windfall" (i.e., a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (iiprovisions hereof) relieved by virtue of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossesindemnification provisions hereof.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect rights of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment Parties to indemnification pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is Section 7.2 are subject to the intention of the parties hereto that no insurer or any other third party shall be following limitations: (i) entitled The amount of any Loss subject to a benefit it indemnification hereunder or of any Action therefor shall be calculated net of any insurance proceeds (net of reasonable attorneys’ fees and expenses incurred in collection) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), received by the Indemnified Party on account of such Loss. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss or collateral sources to the same extent as they would if such Loss were not be entitled subject to receive in indemnification hereunder. In the absence of the foregoing event that an insurance recovery or indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it payment is obligated or (iii) entitled to any subrogation rights received by an Indemnified Party with respect to any obligation Loss for which any such Person has been indemnified hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then a refund equal to the aggregate amount of the recovery or payment (net of reasonable attorneys’ fees and expenses incurred in collection and taxes payable on such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal amount), up to the amount of such Insurance Proceeds Loss, shall be made promptly to the Indemnifying Party. If a Loss has not yet been determined or other amounts actually receivedpaid by the Indemnifying Party, up to such Party’s indemnification obligations in respect of such Loss shall be reduced by the aggregate amount of the insurance recovery or indemnification payment (net of reasonable attorney’s fees and expenses incurred in collection). (ii) In valuing a Loss, no adjustment shall be made as a result of any payments received multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by Purchaser for the Membership Interests whether or not such multiple, increase factor or other premium had been used by Purchaser at the time of, or in connection with, calculating or preparing its bid, its proposed purchase price for the Membership Interests or its final purchase price for the Membership Interests. (iii) No Party shall be entitled to recover Losses pursuant to Section 7.2(a)(i) or 7.2(b)(i) until the total amount which such Party would recover under Section 7.2(a)(i) or 7.2(b)(i), respectively, exceeds Fifty Thousand Dollars ($50,000.00) (the “Indemnity Threshold”); provided that if the aggregate Losses claimed under Section 7.2(a)(i) or 7.2(b)(i), respectively, exceed the Indemnity Threshold, the Indemnified Party shall be entitled to recover such Losses to the full extent such relate back to and include the first dollar of aggregate Losses so claimed. (iv) The maximum aggregate amount of indemnifiable Losses that may be recovered from such Seller pursuant to Section 7.2(b)(i) and (ii) shall not exceed Thirty Million Dollars ($30,000,000.00). The maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser pursuant to Sections 7.2(a) shall not exceed Thirty Million Dollars ($30,000,000.00). (v) Neither Purchaser Indemnitees nor Seller Indemnitees shall be entitled to indemnification for breach of representations or warranties that have expired, except: (a) to the extent of any claims as to which the applicable Indemnifying Party pursuant received written notice prior to the expiration of the applicable survival period, such notice to specify the factual basis of any such claim in detail. (vi) Notwithstanding anything to the contrary in this Agreement Agreement, the indemnification provided in this Article VII shall be the sole and exclusive post Closing remedy available to the Seller Indemnitees for any Losses based upon, arising out of or incurred with respect to (i) any breach of such Indemnifiable Lossesany of Purchaser’s representations and warranties contained in Article V, or (ii) any breach or nonperformance by Purchaser of any covenant or obligation to be performed by Purchaser hereunder or under any agreement executed in connection herewith. Notwithstanding anything to the contrary in this Agreement, the indemnification provided in this Article VII shall be the sole and exclusive post Closing remedy available to the Purchaser Indemnitees for any Losses based upon, arising out of or incurred with respect to (i) any breach of the representations and warranties contained in Article III or IV, (ii) any breach or nonperformance by Seller of any covenant or obligation to be performed by Seller hereunder or under any agreement executed in connection herewith, or (iii) any Taxes incurred by the Company or the Seller attributable to any full or partial Tax period or transaction effected prior to the Closing.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party Party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEEINDEMNIFIED PARTY") pursuant to Section SECTION 7.01 or Section 7.02 aboveSECTION 7.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts amount actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party in respect of the related Indemnifiable LossesLosses (except that nothing herein shall be construed as requiring any Indemnified Party in respect of any Spin Company Liability to file any claim for insurance). The existence of a claim by an Indemnitee Indemnified Party for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderobligated. If an Indemnitee Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. Notwithstanding any contrary term in this Article VIII: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may Under no circumstances shall the Seller be required to pay provide indemnification to the Buyer Indemnitees under Section 8.01(a) in an aggregate amount exceeding $10,000,000, provided that this Section 8.04(a) shall not apply with respect to indemnification claims under Section 8.01(a)(i) with respect to breach of the warranties and representations set forth in Section 3.26. (b) The indemnified party shall use commercially reasonable efforts to assert all claims under all applicable insurance policies, indemnity, contribution or similar agreements and any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, indemnification claim asserted under this Agreement shall be reduced net of any of insurance, indemnity, contribution, warranty, set-off or similar proceeds received by the indemnified party (retroactively net of any deductible amounts and costs of collection, or prospectively) increase in insurance premiums due to the circumstances underlying the claim), and, to the extent that such proceeds are collected by any Insurance Proceeds the indemnified party after an indemnification claim has been settled or other amounts actually recovered from third parties by finally determined, the indemnified party will restore the indemnifying party to the same economic position as would have existed had such proceeds been collected prior to the settlement or on behalf final determination of such Indemnitee in respect claim. (c) Upon making any indemnification payment, the indemnifying party will, to the extent of such payment, be subrogated to all rights of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or indemnified party against a any third party in respect of any Indemnifiable the Loss shall notto which the payment relates, however, delay any payment pursuant and each such indemnified party and indemnifying party will duly execute upon request all instruments reasonably necessary to evidence and perfect the indemnification provisions contained herein and otherwise determined to be due and owing by above-described subrogation rights. (d) The amounts for which an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third indemnifying party shall be liable shall be net of any Tax benefit actually realized by the indemnified party as a result of the facts and circumstances giving rise to the liability of the indemnifying party, to the extent such Tax benefits are recognized in the same taxable year (ior the following year) entitled to a benefit it would in which the liability is incurred. (e) The indemnified party shall not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust hereunder for the benefit amount of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to Losses in excess of the amount of such Insurance Proceeds Losses which would have been incurred but for any change in the Law or other amounts actually receivedaccounting policies, up to or interpretations thereof, occurring after the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesClosing.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay the parties to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any this Agreement that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.

Limitations on Indemnification Obligations. Notwithstanding anything herein to the contrary, the rights of the Indemnified Parties to indemnification pursuant to the provisions of this Article X are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The the amount that of any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, and all Losses shall be reduced determined net of (retroactively or prospectivelyi) by any Insurance Proceeds or other amounts actually recovered by any Indemnified Party under any insurance policies from third parties by or on behalf of other collateral sources (such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect as contractual indemnities of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions Person which are contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions outside of this Agreement, it is the intention ) with respect to such Losses (net of the parties hereto that no insurer or any other third party shall be (icost of recovery and increases in insurance premiums) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, and (ii) relieved any cash Tax benefits actually realized by the Indemnified Parties (or their direct or indirect beneficial owners) in the year of such Loss or the responsibility to pay any claims for which it is obligated or (iii) entitled next succeeding taxable year that are attributable to any subrogation rights deduction, loss, credit or other Tax benefit resulting from or arising out of such Loss; (b) an Indemnified Party’s right to make a claim for indemnification hereunder shall expire on March 31, 2020; (c) in no event shall the Indemnifying Parties have any obligation to indemnify the Indemnified Parties with respect to any obligation hereunder. If an Indemnitee shall have received Losses incurred under this Article X until the payment required by this Agreement from an Indemnifying Party in respect total amount of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds the Indemnified Parties would recover pursuant to the terms hereof equals or other amounts in respect of such Indemnifiable Lossesexceeds $500,000, then such Indemnitee shall hold such Insurance Proceeds in trust at which point, the Seller will be obligated to indemnify the Indemnified Parties for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate entire amount of any payments received from such indemnifiable Losses; (d) in no event shall the Indemnifying Parties’ aggregate liability for Losses arising under this ARTICLE X exceed $49.1 million; provided that in no event shall the Indemnifying Parties’ aggregate liability under Section 10.01(ii) exceed $3,737,605; and (e) in no event shall the Indemnifying Parties be liable for any consequential, indirect, special, exemplary, punitive, incidental or enhanced damages, or other similar types of damages, including, but not limited to, damages for lost profits, lost revenues, lost business or diminution in value, regardless of whether such damages were foreseeable and the legal or equitable theory (contract, tort or otherwise) upon which the claim was made; provided that the limitation in this Section 10.03(e) shall not apply to any such damages that are payable to a third party by an Indemnified Party pursuant to this Agreement as determined by a court of competent jurisdiction in respect of such Indemnifiable Lossesa final, non-appealable judgment.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that of any party (an "INDEMNIFYING PARTY") is or Losses for which the Buyer Indemnitees may be required entitled to pay to any other Person (an "INDEMNITEE") indemnification pursuant to the provisions of Section 7.01 9.2(a) will be determined net of the amount of any Losses to the extent such Losses were included as a liability in the calculation of Net Working Capital. (b) To the extent permitted by applicable Law, in no event shall Seller or Section 7.02 aboveany of its Affiliates, on the one hand, or Buyer or any of its Affiliates, on the other hand, be liable to Buyer or any Buyer Indemnitee or Seller or any Seller Indemnitee, as applicable, for, and the definition of “Losses” shall be reduced exclude, any (retroactively i) punitive damages; or prospectively(ii) by any Insurance Proceeds indirect, special or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect consequential losses that are not a reasonably foreseeable result of the related Indemnifiable Losses. The existence of matter giving rise to a claim by an Indemnitee for insurance or against indemnification hereunder, in each case unless any such damages are of a third party and are actually assessed against an Indemnified Party in a valid Third Party Claim for which indemnification is available hereunder. Other than with respect to any valid Third Party Claim, this limitation shall apply regardless of whether any Litigation, claim or demand seeking or related to any of the foregoing damages is based on breach of contract, breach of warranty, tort or otherwise, and shall apply even where such damages (or the events giving rise to such damages) are caused, in whole or in part, by the negligence, gross negligence or acts and omissions of Seller or Buyer or any of their respective Affiliates. This Section 9.4(b) shall survive termination or cancellation of this Agreement. (c) The amount of any Indemnifiable Loss and all Losses indemnified pursuant to Section 9.2 will be (i) determined net of an amount equal to any Tax savings or benefits actually realized in cash for the taxable year in which such Losses are incurred or for any taxable year ending before the date on which the indemnification payment is made pursuant to this Article IX by the Indemnified Party, in each case, that is attributable to any deduction, loss, credit or other Tax saving or benefit resulting from or arising out of such Losses, provided that the Responsible Party shall notpay to the Indemnified Party an amount equal to any such Tax benefit (plus any penalties, however, delay interest or other charges imposed by the relevant Governmental Authority) in the event such Tax benefit is disallowed and (ii) increased by any Taxes or reduction in refund (including any interest with respect thereto) of any Indemnified Party resulting from or arising out of the receipt of any payment pursuant to the indemnification provisions contained herein Section 9.2. (d) The amount of any and otherwise all Losses will be determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full net of such amount so determined to be due and owing by it against an assignment by the Indemnitee (A) any liabilities to the Indemnifying Party extent included as a deduction in the calculation of the entire claim Final Statement of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights Purchase Price with respect to the matters to which such Losses relate, and (B) any obligation hereunder. If an Indemnitee shall have received amounts to the payment required extent actually recovered by this Agreement from an Indemnifying Party in respect the Buyer Indemnitees net of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect costs of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossesrecovery.

Limitations on Indemnification Obligations. The rights of the Buyer Indemnitees to indemnification pursuant to the provisions of Section 8.2(a) are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESthe amount of any and all Losses will be determined net of (i) any accruals or reserves included in the calculation of Net Working Capital or proposed by Parent in the calculation of Net Working Capital but not included in the final determination of Net Working Capital and (ii) any amounts recovered by the Buyer Indemnitees under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder) (each such source named in this clause (ii) a “Collateral Source”). The amount that of any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, losses shall be reduced (retroactively on account of any Tax savings or prospectively) benefits actually realized by the Buyer Indemnitees that is attributable to any Insurance Proceeds deduction, loss, credit or other amounts Tax benefit resulting from or arising out of such Losses and shall be increased on account of the Tax cost (if any) to the Buyer Indemnitee(s) of the receipt of any payment for indemnification (for this purpose, the Buyer Indemnitee(s) shall be deemed to actually recovered realize a Tax benefit or a Tax cost with respect to a taxable year if, and to the extent that, the Buyer Indemnitee(s)’ liability for Taxes for such taxable year, calculated by excluding any Tax items attributable to the Losses or the receipt of payments for indemnification from third parties all taxable years, exceeds or is exceeded by the Buyer Indemnitee(s)’ actual cumulative liability for Taxes for such taxable year, calculated by taking into account any Tax items attributable to the Losses or the receipt of payments for indemnification for all taxable years); (b) The Buyer Indemnitees shall use commercially reasonable efforts to obtain recovery from any Collateral Source for such claim. If the amount to be netted hereunder from any payment required under Sections 8.2(a) or 8.2(b) is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VIII, the Indemnified Party shall repay to the Responsible Parties, promptly after such determination, any amount that the Responsible Parties would not have had to pay pursuant to this Article VIII had such determination been made at the time of such payment; (c) No claim for indemnity for a breach of a particular representation or warranty shall be made by the Buyer Indemnitees under Section 8.2(a), if Parent had Knowledge prior to the execution and delivery of this Agreement of the breach of such representation or warranty. No claim for indemnity for a breach of a particular representation or warranty shall be made by the Seller Indemnitees under Section 8.2(b), if the Company had Knowledge prior to the execution and delivery of this Agreement of the breach of such representation or warranty. The Buyer Indemnified Parties shall not have a right to assert claims under any provision of this Agreement for any Losses to the extent that such Losses relate to actions taken by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined omitted to be due and owing taken by Parent or the Surviving Corporation after the Closing Date. Nothing provided in this Section 8.2(c) shall limit any duty of an Indemnifying Party. Rather, Indemnified Party to mitigate Losses under applicable law; (d) the Indemnifying Party Buyer Indemnitees shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in recover for any particular Loss pursuant to Section 8.2(a) unless such Loss (together with Losses arising out of any related matter or series of related matters) equals or exceeds $100,000; (e) the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) Buyer Indemnitees will not be entitled to any subrogation rights with respect recover Losses pursuant to any obligation hereunder. If an Indemnitee shall have received clause (i) of Section 8.2(a) until the payment required total amount which the Buyer Indemnitees would recover under clause (i) of Section 8.2(a) (as limited by the provisions of Sections 8.4(a) and 8.4(b)), but for this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses Section 8.4(c), exceeds $5,000,000 (the “Threshold”) and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust only for the benefit of such Indemnifying Party and shall pay excess over the Threshold; and (f) at any time the Buyer Indemnitees (x) will be entitled to such Indemnifying Party a sum equal to recover no more than the amount of such Insurance Proceeds cash then in the Indemnification Escrow Account and (y) will not be entitled to recover Losses from the Former Holders, directly or indirectly, from any source other amounts actually received, up than the Indemnification Escrow Account. Notwithstanding anything contained herein to the aggregate contrary, after the Closing, on the date that the amount of any payments received from such Indemnifying Party pursuant cash in the Indemnification Escrow Account is reduced to zero, the Buyer Indemnitees shall have no further rights to indemnification under this Agreement in respect of such Indemnifiable LossesArticle VIII.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any ------------------------------------------ party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person CST Indemnitee or Stream International Indemnitee (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 Sections 5.1 or Section 7.02 above, as applicable, 5.2 hereof shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect reduction of the related Indemnifiable LossesLoss. The existence of a claim by To the extent an Indemnitee for insurance or against a third party Indemnifying Party makes full payment in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant and such Indemnifiable Loss is covered by an insurance policy which has not been the subject of an effective assignment to the indemnification provisions contained herein Indemnifying Party, at the request of the Indemnifying Party, the Indemnitee shall use commercially reasonable efforts at the expense of the Indemnifying Party (which expenses shall be deemed to include any increase in insurance premiums of the Indemnitee attributable to the filing of such claims) to enforce any and otherwise determined to be due and owing by an all claims under such insurance policy in respect of such Indemnifiable Loss for the benefit of the Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding If any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the full payment required by this Agreement from an Indemnifying Party in respect of any an Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts actually receivedreceived (net of any expenses in obtaining the same), up but not to exceed the aggregate net amount of any the payments previously received by the Indemnitee from such the Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesLoss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing herein shall require an Indemnitee to enforce claims under an insurance policy before proceeding to enforce its rights to indemnification against an Indemnifying Party.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Indemnified Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive recover from the Indemnifying Party under this Section 8 unless and until the aggregate amount of all Losses by the Indemnified Party under this Section 8 exceeds $100,000 (the "Basket"). The parties hereto agree that once the aggregate amount of Losses by any Indemnified Party exceeds the Basket, the Indemnified Party shall be entitled to indemnity for the amount of all claims made by the Indemnified Party in the absence excess of the foregoing Basket. The Indemnifying Party shall not be obligated to pay any Losses under this Section 8 once the aggregate amount of all Losses paid by such Indemnifying Party under this Section 8 equals $1,500,000 (the "Cap"). Notwithstanding the foregoing, the Cap shall not apply to (i) any indemnification provisionsclaims based upon fraud or intentional misrepresentation and the Indemnified Party shall be entitled to recovery for all Losses in connection with claims pursuant to fraud or intentional misrepresentation, (ii) relieved of the responsibility to pay any indemnification claims for which it is obligated or based upon Section 2.2, (iii) any indemnification claims based upon failure of the Company to perform or pay the liabilities of the Company after the Effective Date as and when due, and (iv) any indemnification claims based upon Section 8.2(b-g). In the case of 8.7(a)(ii) the Company shall be entitled to any subrogation rights with respect recover all Losses resulting therefrom and in either case of 8.7(a)(iii) or 8.7(a)(iv) the Seller shall be entitled to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable recover for all Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal resulting therefrom. (b) Subject to the amount provisions of such Insurance Proceeds or other amounts actually receivedthis Section 8, up an Indemnified Party shall be entitled to recover the aggregate full amount of any payments received from Losses incurred due to the matter for which indemnification is sought, but any recovery shall be net of any economic benefit to which the Indemnified Party is entitled due to such Indemnifying Losses, including, without limitation, (i) any tax refund, reduction or benefit and (ii) any insurance proceeds (excluding self-insured amounts and deductible amounts). In no event shall any Indemnified Party pursuant to this Agreement in respect of such Indemnifiable Lossesbe awarded punitive or multiple damages.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party Except in the case of fraud (an "INDEMNIFYING PARTY") is or may for which all applicable legal and equitable remedies will be required available to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 aboveBuyer), as applicable, Buyer and the Buyer Indemnified Parties shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not only be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any assert claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, under Section 6.2 up to the aggregate amount of 5% of the Closing Date Cash Payment (the “Liability Cap”), which shall represent the sole and exclusive remedy of Buyer and the other Buyer Indemnified Parties for any payments received from such claims under Section 6.2. (b) Payments by an Indemnifying Party pursuant to this Agreement Section 6.2 or Section 6.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds, indemnity, contribution or other similar payment actually received from or committed to by a third party insurer or other third party prior to the payment due date hereunder for such Indemnifiable LossesLoss. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Loss in the time period prior to such payment due date hereunder for such Loss. The failure to achieve such recovery shall not, however, relieve the Indemnifying Party of its indemnification obligations hereunder. (c) Each Indemnified Party shall take, and cause its Affiliates and Representatives to take, all commercially reasonable steps to mitigate any Loss for which indemnification may be sought under this Agreement. (d) Seller shall not be liable to Buyer, including under this Article VI, for any Losses based upon or arising out of any facts, circumstances or events if such fact, circumstance or event was made available to Buyer prior to Closing or if Buyer or any of the contractors or subcontractors of Buyer had knowledge of such fact, circumstance or event, in each case prior to the Closing. (e) Buyer has conducted, or has had the opportunity to conduct, real estate title searches with respect to the Sanitary Sewer System to its satisfaction, and Seller shall not be liable to Buyer, including under this Article VI, for any Losses based upon or arising out of any facts, circumstances or events related to the title, including lack thereof, imperfections in title, or liens or encumbrances of any kind, to the real estate included in the Sanitary Sewer System or the other Assets. (f) Subject to Section 8.21 (Specific Performance) and any other provisions for specific performance, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, unless such claims are based on fraud, shall be pursuant to the indemnification provisions set forth in this Article

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.parties to

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including, without limitation, Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay the parties to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any this Agreement that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESReductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, Rather the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderobligated. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. The rights to indemnification hereunder are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that any party (an "INDEMNIFYING PARTY") is or may be required to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party all Losses shall be (i) entitled net of any amounts recovered by the Indemnified Party under insurance policies (other than any self-insurance programs) or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses (net of expenses, including any deductible and any increase in premium (and retro premium adjustments) for such policies that the Indemnified Party can demonstrate relates directly to such Loss) (provided, that to the extent any such amount is recovered following the making of any indemnification payment hereunder, then a refund equal to the net amount of such recovery, net of reasonable expenses and other costs incurred in obtaining such recovery, will be made within ten (10) days after receipt of such amounts to the applicable indemnitor(s); provided that such refund shall not exceed the amount of the indemnity paid), and (ii) net of an amount equal to any net reduction in cash payments for Taxes actually realized by the Indemnified Party (determined on a “with and without” basis) in the taxable year of the Loss, any prior taxable year (other than a Pre-Closing Tax Period), or the taxable year immediately following the taxable year of the Loss as a result of such Loss. For the avoidance of doubt, for purposes of determining whether Purchaser has actually realized a net reduction in cash payments for Taxes, the parties shall take into account, and give effect to, any net decrease in available amortization deductions, after taking into account both the liability giving rise to a benefit Loss and the treatment of the indemnity payment with respect to a Loss being treated as a reduction of the Purchase Price as provided in Section 9.7 hereof, for all taxable years, including all future taxable years determined on a net present value basis assuming (i) that such deduction would have been fully utilized in each taxable year in which it otherwise would have become available, (ii) a combined federal, state and local income tax rate equal to the marginal rate applicable in the year of the Loss, and (iii) a discount rate equal to the Applicable Rate in effect at the time such net reduction in cash payments for Taxes is actually realized. If any actual net reduction in cash payments for Taxes is realized by an Indemnified Party with respect to any Losses after the Responsible Party made an indemnity payment to the Indemnified Party with respect thereto, then the Indemnified Party shall promptly pay to the Responsible Party the amount (up to the amount of the Responsible Party’s prior payment to the Indemnified Party related thereto) of the net reduction, less, in the case of a net reduction that results in a Tax refund or credit, any out-of-pocket expenses and Taxes incurred in obtaining such Tax refund or credit. (b) For purposes of determining whether any inaccuracy in, breach of, failure to perform or comply with, or Loss has occurred, or the amount of any such Loss, the representations, warranties, covenants and agreements of the parties set forth in this Agreement will be considered without regard to any materiality or Material Adverse Effect qualification set forth therein. (c) The following limitations shall apply to Purchaser’s right to indemnity under this ARTICLE IX: (i) Purchaser Indemnitees will not be entitled to receive recover for any individual Loss or series of related Losses pursuant to Section 9.2(a)(i) unless such Loss or series of related Losses equals or exceeds $20,000 (the “Mini Deductible”) in the absence which case Purchaser Indemnitees shall only be entitled to recover Losses in excess of the foregoing indemnification provisionsMini Deductible in respect of such Loss or series of related Losses, subject to the Deductible and Cap; (ii) relieved Purchaser Indemnitees will not be entitled to recover Losses pursuant to Section 9.2(a)(i) until the total amount which Purchaser Indemnitees would recover under Section 9.2(a)(i) but for this Section 9.5(c) (but accounting for all other provisions herein), exceeds $700,000 (the “Deductible”), in which case Purchaser Indemnitees shall only be entitled to recover Losses in excess of the responsibility Deductible; and (iii) Purchaser Indemnitees will not be entitled to pay any recover Losses pursuant to Section 9.2(a)(i), to the extent Seller’s aggregate liability hereunder for all such Losses would otherwise exceed $10,500,000 in the aggregate (“Cap”). (d) The limitations set forth in Section 9.5(c) shall in no way apply to indemnification claims for Losses relating to or otherwise in respect of any Fundamental Representations, any Losses with respect to Taxes described in Section 9.2(a)(ii) or any Losses caused by actual fraud or willful misconduct. (e) Notwithstanding anything to the contrary in this Agreement, in no event will Purchaser Indemnitees be entitled to recover Losses in excess of the Enterprise Value, except Losses relating to or otherwise in respect of any Fundamental Representations (excluding representations and warranties in Section 3.9 (Taxes) other than Section 3.9(f) (Taxes of Another Person)) or for any Losses caused by actual fraud or willful misconduct. (f) Notwithstanding anything to the contrary contained herein, no party shall be liable to or otherwise responsible to any other party hereto or any Affiliate of any other party hereto for special or punitive damages or consequential damages (which it may include, if applicable in a particular case, diminution in value damages based upon a multiple of earnings; provided, however, that no presumption should be made that diminution in value damages based upon a multiple of earnings is obligated the appropriate measure of damages), except in the case of: (i) a party’s obligation to indemnify an Indemnified Party for amounts paid to a third party where such damages are awarded pursuant to a Third-Party Claim (or settlement thereof) that is subject to indemnification hereunder; (ii) Losses caused by actual fraud or willful misconduct; or (iii) entitled to any subrogation rights Losses based upon, arising out of, with respect to any obligation hereunder. If an Indemnitee shall have received the payment required or by this Agreement from an Indemnifying Party in respect reason of any Indemnifiable Losses inaccuracy in, or breach of, the representations and shall subsequently actually receive Insurance Proceeds warranties set forth in Section 3.5; it being understood that nothing in this Section 9.5(f) is intended to limit a party’s liability or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust responsibility for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Lossesdirect damages.

Limitations on Indemnification Obligations. (ai) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount Purchaser Group shall not have a right to assert claims under any provision of this Agreement for any Damages to the extent that any party such Damages arise out of actions taken by or omitted to be taken by Purchaser or the Finishing Business after the Closing Date. (an "INDEMNIFYING PARTY"ii) is or may be required The rights of the Purchaser Group to pay to any other Person (an "INDEMNITEE") indemnification pursuant to the provisions of Section 7.01 8.2(a) are subject to the following limitations: the amount of any and all Damages will be determined net of any (1) applicable accruals or Section 7.02 above, as applicable, shall be reduced reserves included in the calculation of the Net Operating Assets on the Final Closing Statement; (retroactively or prospectively2) by any Insurance Proceeds or other amounts actually recovered from by the Purchaser Group under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Damages (and no right of subrogation shall accrue to any such third party indemnitor or insurer hereunder), and (3) an amount equal to the Tax savings or benefits actually realized by the Purchaser Group that is attributable to any deduction, loss, credit or on behalf other Tax benefit resulting from or arising out of such Indemnitee in respect of the related Indemnifiable LossesDamages. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying An Indemnified Party shall make payment in full of such amount so determined use commercially reasonable efforts to be due and owing by it against collect any applicable insurance proceeds (including (A) an assignment by the Indemnitee to the Indemnifying Party of its right to pursue claims thereto (to the entire extent freely assignable) and (B) providing the Indemnifying Party with reasonable assistance in pursuing any such assigned claim of (at the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or Indemnifying Party’s sole cost and expense). (iii) entitled Notwithstanding anything to the contrary contained herein, upon any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect Indemnified Party’s becoming aware of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of claim as to which indemnification may be sought by such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Indemnified Party pursuant to this Agreement in respect of Article 8, such Indemnifiable Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges to the extent related to Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as “Indemnity Reduction Amounts”). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the entire claim of amount theretofore paid by the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to less (B) the amount of the indemnity payment that would have been due if such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement Indemnity Reduction Amounts in respect of such Indemnifiable Lossesthereof had been received before the indemnity payment was made.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any other Person party (an "INDEMNITEEIndemnitee") pursuant to Section 7.01 or Section 7.02 above, as applicable, this Article 5 hereof shall be reduced (retroactively or prospectivelyincluding, without limitation, retroactively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect reduction of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunderLoss. If an any Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any an Indemnifiable Losses Loss and shall subsequently actually receive Insurance Proceeds insurance proceeds or other amounts in respect of such Indemnifiable LossesLoss, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts actually receivedreceived (net of any expenses in obtaining the same), up but not to exceed the aggregate net amount of any the payments previously received by the Indemnitee from such the Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable LossesLoss. (b) If any Indemnitee realizes a tax benefit or detriment in one or more tax periods by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the tax benefit or such Indemnifying Party shall pay to such Indemnitee an additional amount equal to the tax detriment (taking into account any tax detriment resulting from the receipt of such additional amounts), as the case may be. The amount of any tax benefit or any tax detriment for a tax period realized by an Indemnitee by reason of having incurred such Indemnifiable Loss shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or inclusion in income for such period resulting from such Indemnifiable Loss or the payment thereof, as the case may be, by (ii) its highest applicable marginal tax rate for such period (provided, however, that the amount of any tax benefit -------- ------- attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 5.4(b) with respect to a tax benefit or tax detriment realized by an Indemnitee in a tax period shall be due and payable within 30 days from the time the return for such tax period is due, without taking into account any extension of time granted to the party filing such return. Separation and Distribution Agreement

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTYIndemnifying Party") is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including, without limitation, Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceeds the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they 61 66 would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of Section 9.2 or Section 10.1 are subject to the following limitations: (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIESThe amount of any and all Losses will be determined net of (i) any specific accruals or specific reserves that were taken into account in the calculation of Actual Net Working Capital, (ii) any Tax benefit actually recognized by the Indemnified Party in the taxable year in which such Loss occurs or in the two (2) immediately succeeding years, computed on a with and without basis, and (iii) any amounts actually received by an Indemnified Party in respect of such Losses pursuant to any insurance policy (net of any increase in premiums resulting from the applicable matter and net of all reasonable collection and other reasonable costs and expenses incurred or attributable to such insurance recovery). The amount that of any party (an "INDEMNIFYING PARTY") such net Tax benefit shall be calculated by the Indemnified Party in good faith, and a responsible officer of the Indemnified Party shall notify the Responsible Party in writing of the basis of such calculation after each taxable year referred to in the immediately preceding sentence. If the amount to be netted hereunder is or may be determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article IX or Section 10.1, the Indemnified Party shall repay to the Responsible Party, promptly after such determination, any amount that the Responsible Party would not have had to pay to any other Person (an "INDEMNITEE") pursuant to Section 7.01 this Article IX or Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf 10.1 had such determination been made at the time of such Indemnitee in respect of the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant payment; (b) Prior to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. RatherIndemnification Escrow Termination Date, the Indemnifying Party Buyer Indemnitees shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence recover Losses pursuant to Section 9.2(a)(i) for any individual claim or claims arising out of the foregoing indemnification provisionssubstantially same set of facts unless the Losses related to such claim or set of claims exceed $20,000 (provided such Losses shall be aggregated for purposes of calculating the General Basket); (c) Buyer Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(a)(i) and Seller Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(b) until the total amount which Buyer Indemnitees or Seller Indemnitees, as the case may be, would recover, but for this Section 9.4(c), exceeds $500,000 (the “General Basket”), and then only for the excess over the General Basket; provided, that this Section 9.4(c) shall not apply to a breach or inaccuracy of any of the Fundamental Representations by the Company or Parent or a breach or inaccuracy of any of the Fundamental Representations by Buyer or Guarantor; (d) Buyer Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(a)(ix) until the total amount which Buyer Indemnitees would recover, but for this Section 9.4(d), exceeds $100,000 (the “Covenant Basket”), and then only for the excess over the Covenant Basket; provided, that any Losses incurred by Buyer Indemnitees pursuant to Section 9.2(a)(ix) that do not exceed the Covenant Basket shall be counted towards the General Basket; (e) Absent fraud or intentional misrepresentation, (i) the sole recourse for indemnifiable Losses pursuant to Section 9.2(a)(i), except for breaches of Fundamental Representations, to the extent not covered by the R&W Insurance Policy, shall be the Indemnification Escrow Fund and the R&W Insurance Policy, (ii) relieved the aggregate total amount of the responsibility Losses in respect of which Buyer Indemnitees shall be entitled to pay any claims for which it is obligated or recover solely pursuant to Section 9.2(a)(ii), (iii), (v), and (ix) and Section 10.1 (and not also pursuant to Section 9.2(a)(i)) shall not exceed $25,000,000, (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party aggregate total amount of Losses in respect of any Indemnifiable Losses and which Buyer Indemnitees shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay be entitled to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party recover pursuant to this Agreement (except with respect to Losses incurred pursuant to Section 9.2(a)(vi), Section 9.2(a)(viii), and Section 9.2(a)(x)) shall not exceed an amount equal to the Purchase Price (as of the date of determination), and (iv) the aggregate total amount of Losses in respect of such Indemnifiable Losses.which Seller Indemnitees shall be entitled to recover pursuant to Section 9.2(b) shall not exceed $25,000,000; (f) All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Applicable Law; and

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount that which any party (an "INDEMNIFYING PARTY"“Indemnifying Party”) is or may be required to pay to any an Indemnitee in respect of Indemnifiable Losses or other Person (an "INDEMNITEE") pursuant to Section 7.01 or Section 7.02 above, as applicable, Liability for which indemnification is provided under this Agreement shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amounts actually recovered from third parties received) by or on behalf of such Indemnitee (net of increased insurance premiums and charges related directly and solely to the related Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with seeking to collect and collecting such amounts) in respect of the related such Indemnifiable LossesLosses or other Liability (such net amounts are referred to herein as “Indemnity Reduction Amounts”). The existence of a claim by an If any Indemnitee for insurance or against a third party receives any Indemnity Reduction Amounts in respect of any an Indemnifiable Loss shall not, however, delay any payment pursuant to for which indemnification is provided under this Agreement after the indemnification provisions contained herein and otherwise determined to be due and owing full amount of such Indemnifiable Loss has been paid by an Indemnifying Party. Rather, the Party or after an Indemnifying Party shall make has made a partial payment in full of such amount so determined to be due Indemnifiable Loss and owing by it against an assignment by such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Indemnifiable Loss, less (B) the amount of the entire indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the Indemnitee for such insurance or against such third party. Notwithstanding responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any other provisions of this Agreementsubrogation rights with respect thereto, it is the intention of the parties hereto being expressly understood and agreed that no insurer or any other third party shall be (i) entitled to a any benefit it they would not be entitled to receive in the absence of the foregoing indemnification provisionsprovisions by virtue of the indemnification provisions hereof. (b) In determining the amount of any Indemnifiable Losses, such amount shall be (i) reduced to take into account any net Tax benefit realized by the Indemnitee arising from the incurrence or payment by the Indemnitee of such Indemnifiable Losses and (ii) relieved increased to take into account any net Tax cost incurred by the Indemnitee as a result of the responsibility to pay receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the Indemnitee as recognizing all other items of income, gain, loss, deduction or credit before recognizing any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an Indemnitee shall have received the payment required by this Agreement item arising from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds in trust for . It is the benefit intention of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any parties that indemnity payments received from such Indemnifying Party made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority (as defined in the Tax Allocation Agreement), except to the extent that a final determination (as defined in Section 1313 of the Code) with respect of to the recipient party causes any such Indemnifiable Lossespayment not to be so treated.