Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. The following limitations shall apply with regard to the Equityholders’ obligations to indemnify the Buyer Indemnified Parties pursuant to Section 9.01: (a) Notwithstanding The Equityholders’ liability to indemnify pursuant to Section 9.01(a) for any breach by any Seller or the provisions Company of any of their representations or warranties herein (other than representations or warranties under Section 7.24.19 hereof, Fundamental Matters, or fraud, intentional misrepresentation or willful misconduct) shall not exceed, in the aggregate, an amount equal to twenty-five percent (25%) of the Purchase Price received by or owed to the Equityholders; (b) The Equityholders’ liability to indemnify pursuant to Section 9.01(a) for any breach by any Seller or the Company of any of their representations or warranties under Section 4.19 hereof shall not exceed, in the aggregate, an amount equal to fifty percent (50%) of the Purchase Price received by or owed to the Equityholders; provided, however, that the Equityholders’ liability to indemnify pursuant to Section 9.01(a) for any breach by any Seller or the Company of any of their representations or warranties under Section 4.19(c)(i) or 4.19(c)(iii) hereof with respect to claims of infringement of third party patents shall not exceed, in the aggregate, an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) of the Purchase Price received by or owed to the Equityholders; (c) Each Equityholder’s liability to indemnify pursuant to Section 9.01(a) or Section 9.01(b) for any breach by any Equityholder or the Company of any Fundamental Matters (other than fraud, intentional misrepresentation or willful misconduct) herein, and, subject to Section 9.03(d), each Equityholder’s liability to indemnify pursuant to Section 9.01(c) for Damages resulting from fraud, intentional misrepresentation or willful misconduct, shall never exceed, in the aggregate, an amount equal to one hundred percent (100%) of the Purchase Price received by or owed to such Equityholder; (d) Each Equityholder’s liability to indemnify for Damages resulting from fraud, intentional misrepresentation or willful misconduct by any of the Equityholders or the Company in the negotiation or execution of this Agreement shall be unlimited in the event that such Equityholder has committed or is otherwise complicit (in such Equityholder’s capacity as an officer, director or employee of the Company, as holder of Seller Shares or Options or otherwise) in such fraud, intentional misrepresentation or willful misconduct; and (e) The Equityholders will not have any liability for any Damages for any breach by the Sellers or the Company of their respective representations or warranties herein (other than Fundamental Matters or fraud, intentional misrepresentation or willful misconduct) unless and until the aggregate Damages for which the Buyer Indemnified Parties are entitled to recover under this Agreement and the Related Agreements for any breach by the Sellers or the Company of their respective representations or warranties contained herein or therein (other than Fundamental Matters or fraud, intentional misrepresentation or willful misconduct), exceeds in the aggregate an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Seller Threshold Amount); provided, however, once such amounts exceed the Seller Threshold Amount, the Buyer Indemnified Parties will be entitled to recover all such Damages to which they are entitled including Damages and other expenditures incurred to reach the Seller Threshold Amount. (f) The Equityholders shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii9.01(a) for any breach by any Seller or the Company of any of their representations or warranties under Section 4.07 or Section 7.2(iv) or with respect 4.08 hereof to the representations and warranties of Seller set forth in extent such breach results solely from the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer failure of the intent Company’s method of accounting for commissions payable on a cash received basis to make a payment (in whole comply with GAAP or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentBuyer’s accounting policies and procedures. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions foregoing, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the STOCKHOLDERS unless, and solely to the extent that, the aggregate of all claims which such persons and entities may have against such STOCKHOLDERS shall exceed, in the aggregate for all such claims, 2.0% of the sum of (i) the cash paid to STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 7.211.5) of the HOLDING Stock delivered to STOCKHOLDERS (the "Indemnification Threshold"), Seller provided, however, that except with respect to the matters specified on Schedule 11.5, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be required counted towards the Indemnification Threshold, other than with respect to indemnify the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against HOLDING or hold harmless NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the STOCKHOLDERS may have against HOLDING or NEWCO shall exceed, in the aggregate for all such claims, $100,000, provided, however, that the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of Buyer Indemnified Parties on account HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any Buyer Indemnified Losses such claim under Section 7.2 unless the liability of Seller in respect of 11.2(v) shall not be counted towards such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties 100,000 amount. No person shall be entitled to indemnification from Seller in an amount equal under this Section 11 if and to the aggregate amount extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of the Buyer Indemnified Lossesany representation, warranty, covenant or other agreement set forth in this Agreement. In no event shall the aggregate liability of Seller under Section 7.2 Notwithstanding any other term of this Agreement exceed $2,000,000 (except the “Ceiling Amount”proviso to this sentence). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount no STOCKHOLDER shall be applicable to liable under this Section 11 for an amount which exceeds the amount of proceeds received by such STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 7.2(iii11.1(iv) or Section 7.2(iv11.1(v) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or with respect to the representations and warranties delivery of Seller HOLDING Stock, or a combination thereof as determined by the Indemnifying Party in its sole discretion. For purposes of calculating the value of the HOLDING Stock received or delivered by a STOCKHOLDER (for purposes of determining the Indemnification Threshold, limitation on indemnity set forth in the first second preceding sentence and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by indemnity paid), the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder HOLDING Stock shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing valued at its lawful rights to subrogation. (e) Except initial public offering price as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsRegistration Statement.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of this Article 7 and except as set forth in Section 7.27.4(d), the Seller and the Member shall not be required to defend, indemnify or hold harmless any of the Buyer Indemnified Parties on account of any Buyer Indemnified Losses Persons harmless under Section 7.2 unless and until the liability aggregate Losses for which the Seller and the Member are liable thereunder exceed a cumulative aggregate amount of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 20,000 (the “Threshold AmountBasket”), in which event the Buyer Indemnified Parties Persons (as a group) shall, subject to the other limitations herein, be indemnified by the Seller and the Member for all such Losses including the amount of the Basket. Except as set forth in Section 7.4(d), the aggregate liability of the Seller and the Member on account of any Seller Indemnifiable Matters shall be entitled limited to indemnification from Seller in an aggregate amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Purchase Price (the “Ceiling AmountCap”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the foregoing provisions of this Article 7 and except as set in Section 7.37.4(d), the Buyer shall not be required to defend, indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss Persons harmless under Section 7.3 unless and until the liability of aggregate Losses for which the Buyer in respect of such Seller Indemnified Loss, when aggregated with is liable thereunder exceed the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold AmountBasket, in which event the Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal Persons (as a group) shall, subject to the aggregate other limitations herein, be indemnified by the Buyer for all such Losses including the amount of the Seller Indemnified Losses exceed the Threshold AmountBasket. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b7.4(d), the parties agree that aggregate liability of the indemnification Buyer on account of Buyer Indemnifiable Matters shall be limited to an aggregate amount equal to the Cap. (c) Notwithstanding the foregoing provisions in of this Article 7 and except as set in Section 7.4(d), no party shall be the exclusive remedy of the parties entitled to indemnification under this Article 7 with respect to incidental damages, special damages, exemplary damages, or punitive damages (other than such incidental, special, exemplary, or punitive damages recoverable by a third party pursuant to a Third Party Claim). (d) Notwithstanding the foregoing, (i) neither the Cap nor the Basket shall apply to Losses resulting from, arising out of, or caused by (1) a breach by the Buyer, the Seller or the Member of a Fundamental Representation or (2) the Seller and the Member’s indemnity obligations set forth in Sections 7.2(c), (d), (e), (f), (g), or (h), and (ii) none of the Cap, the Basket nor the limitations of Section 7.4(c) shall apply to Losses directly or indirectly incurred in connection with or as a result of fraud by any claims between of the parties concerning Buyer, the Seller or the Member. (e) All references in this Agreement to “materiality,” “in all material respects,” “Material Adverse Effect” and other terms derived therefrom shall be disregarded for purposes of determining the other Transaction Agreementsamount of Losses for which a party shall be indemnified under this Article 7.

Limitations on Indemnification. (a) Notwithstanding the provisions foregoing, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the STOCKHOLDERS unless, and solely to the extent that, the aggregate of all claims which such persons and entities may have against such STOCKHOLDERS shall exceed, in the aggregate for all such claims, 2.0% of the sum of (i) the cash paid to STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 7.211.5) of the HOLDING Stock delivered to STOCKHOLDERS (the "Indemnification Threshold"), Seller provided, however, that except with respect to the matters specified on Schedule 11.5, HOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be required counted towards the Indemnification Threshold, other than with respect to indemnify the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against HOLDING or hold harmless NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the STOCKHOLDERS may have against HOLDING or NEWCO shall exceed, in the aggregate for all such claims, $100,000, provided, however, that the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of Buyer Indemnified Parties on account HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any Buyer Indemnified Losses such claim under Section 7.2 unless the liability of Seller in respect of 11.2(v) shall not be counted towards such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties 100,000 amount. No person shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.this

Limitations on Indemnification. 12.3.1 In no event shall the total amount of Losses for which Buyer is liable pursuant to Section 12.2.1 exceed (ai) with respect to Bank of America, the BANA Purchase Price, plus the BofA Strategic Purchase Price, and (ii) with respect to Barclays, the Barclays Purchase Price. 12.3.2 Subject to Section 12.3.5, in no event shall the total amount of Losses (i) for which BANA is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price, (ii) for which BofA Strategic is liable pursuant to Section 12.2.2 exceed the BofA Strategic Purchase Price (except that BofA Strategic may be liable for up to $100,000,000 of Losses pursuant to Section 12.2.2(a)), or (iii) for which Barclays is liable pursuant to Section 12.2.2 exceed the Barclays Purchase Price; provided, however, that in no event shall the aggregate amount of Losses for which Bank of America is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price plus the BofA Strategic Purchase Price. 12.3.3 Notwithstanding anything to the provisions of Section 7.2contrary contained in this Agreement, Seller the Buyer shall not be required liable for any claim for indemnification pursuant to indemnify Section 12.2.1 unless and until the aggregate amount of Losses which may be recovered from Buyer equals or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold AmountBasket”), it being understood and agreed that the amount of such Basket shall then be recoverable, together with all other Losses under Section 12.2.1 in which event Buyer Indemnified Parties excess thereof, subject to the other limitations set forth in this Article 12. 12.3.4 Notwithstanding anything to the contrary contained in this Agreement, the Sellers shall not be entitled liable for any claim for indemnification pursuant to indemnification from Seller in an amount equal to Section 12.2.2 unless and until the aggregate amount of Losses which may be recovered from Sellers equals or exceeds the Buyer Indemnified Losses. Basket, it being understood and agreed that the amount of such Basket shall then be recoverable, together with all other Losses under Section 12.2.2 in excess thereof, subject to the other limitations set forth in this Article 12. 12.3.5 In no event shall the aggregate liability total amount of Seller Losses for which Sellers are liable under Section 7.2 12.2.2 as a result of this Agreement any Proceeding instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth 10,000,000 in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10aggregate. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold AmountIn addition, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer any Seller be liable under Section 7.3 of this Agreement 12.2.2 for any amount Losses with respect to any Proceedings instituted by a Bridge Equity Provider (as defined in excess of the Ceiling AmountBridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity after the Closing Date. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount Nothing in this Section 12.3.5 shall be applicable deemed to indemnification pursuant limit the obligations of any Seller to Section 7.3(iii) indemnify the Buyer Indemnified Parties for Losses arising from any actual breach or Section 7.3(iv) or with respect the representations and warranties inaccuracy of Buyer any Seller Fundamental Representation set forth in Section 4.64.4, other than for any such Losses that shall consist of legal fees, costs of investigation and defense, court costs and other litigation expenses incurred in connection with a Proceeding instituted by a Bridge Equity Provider, which shall be subject to the limitation set forth in this Section 12.3.5. 12.3.6 For any matters that are indemnifiable by any Indemnifying Party under Section 12.2.1 or Section 12.2.2, (a) if any Losses with respect to such matters are out-of-pocket Losses, then such Losses shall not be payable to the Indemnified Party until such expense has actually been incurred and an invoice related thereto has been submitted for payment, or (b) if any Losses relate to the settlement of any claim or judgment, then such Losses shall not be payable to the Indemnified Party until the earliest of (i) the time when such settlement amount or judgment-related amount has actually been paid, (ii) with respect to any judgment, when the judgment has become final and non-appealable, and (iii) when a surety bond in respect thereof is required to be posted. 12.3.7 With respect to Losses arising from a breach of a Seller Fundamental Representation that does not relate solely to a single Seller or the Purchased Interests sold by a single Seller and with respect to any matter set forth in Section 12.2.2(b) or (c) The amount of indemnity claim hereunder ), each Seller shall be reduced responsible for its ratable portion of such Losses based on the percentage of the aggregate purchase price paid by the amount of any tax benefit actually realized Buyer hereunder that was received by such Seller. 12.3.8 Each Seller shall only be responsible to the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of for such claim. (d) The amount Seller’s Proportionate Share of any indemnity claim hereunder shall be reduced Losses incurred by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationArchstone Entity. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. The indemnification provided for in this Article 9 shall be subject to the following limitations: (ai) Notwithstanding the provisions of Section 7.2, Seller The Sellers shall not be required obligated to indemnify or hold harmless pay any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses amounts for indemnification under Section 7.2 unless the liability of Seller this Article 9, except in respect of such Buyer Indemnified Lossthose claims based upon, when aggregated with the liability arising out of Seller or otherwise in respect of all Buyer Indemnified Losses under (A) Section 7.23.1 (Due Incorporation and Authority), Section 3.2 (Company Authorization and Validity of Agreement), Section 3.3 (Sellers Authorization and Validity of Agreement), Section 3.4 (Outstanding Capital Stock), Section 3.5 (Title to the Shares), Section 3.6 (Options, Warrants or Other Rights), Section 5.5 (Expenses) or Section 5.6 (Indemnification of Brokerage) hereof, (collectively, the "Basket Exclusions"), or (B) the Receivables Exclusion (as defined in Section 9.5(ii) below), until the aggregate amount for which indemnification has been claimed pursuant to Article 9 hereof, exclusive of the Basket Exclusions and the Receivables Exclusion, exceeds Thirty Thousand Dollars ($250,000 30,000) (the “Threshold "Basket Amount”"), whereupon the Sellers shall be obligated to pay in full all amounts due pursuant to this Article 9, including the entire Basket Amount. (ii) The Sellers shall not be obligated to pay any amounts for indemnification with respect to a particular account receivable of the Company, until that account receivable is in excess of ninety (90) days past due, and the Company has not been able to collect such receivable using means consistent with the Company's past practices in the ordinary course of business. In addition to the foregoing, the Sellers shall not be obligated to pay any amounts for indemnification under this Article 9 for claims based upon, arising out of or otherwise in respect of Section 3.21 (Receivables) (the "Receivables Exclusion") until the aggregate amount for which event indemnification has been claimed pursuant to Article 9 hereof exceeds Seventy Five Thousand Dollars ($75,000) (the "Receivables Basket Amount"), whereupon the Sellers shall be obligated to pay in full all amounts in excess of the Receivables Basket Amount. (iii) Except as otherwise provided in this Section 9.5, Sellers shall be obligated to pay the Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all other indemnification payments shall have exceeded, in the aggregate, the Basket Amount. (iv) No Seller shall be obligated to pay any amount for indemnification under this Article 9 in excess of the portion of the Purchase Price received by such Seller pursuant to Section 1.2 hereof (with respect to each Seller, the "Individual Indemnification Cap"). The Buyer Indemnified Parties shall be entitled to enforce the full indemnification from Seller in an amount equal to the aggregate amount obligation of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising Sellers pursuant to this Article 7 in 9 from any individual Seller, all of the Sellers collectively, or any combination of cash or the surrender Sellers; provided, however, that in no event shall any Seller be obligated to pay any amount for indemnification in excess of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Seller's Individual Indemnification Cap. The Buyer shall not be required to indemnify or hold harmless any enforce such indemnification obligation of the Sellers against the Sellers collectively on a pro-rata basis, or to pursue or join any other Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal action to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to enforce its indemnification rights pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements9.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller The Company shall not be required liable for Losses as a result of, arising out of or relating to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses claims for indemnification under Section 7.2 unless 5.2(a) until the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect aggregate amount of all Buyer Indemnified such Losses under Section 7.2, exceeds $250,000 500,000 (the “Threshold AmountBasket”), at which point the Company shall be liable for the amount of such Losses in excess of the Basket, subject to Section 5.5(b). Notwithstanding the previous sentence, the Company shall be liable for all Losses (without giving effect to the Basket), subject to Section 5.5(b), as a result of, arising out of or relating to claims for indemnification under Section 5.2(a) for a breach of Section 2.2, Section 2.3(a) or Section 2.4. The Investor shall not be liable for Losses as a result of, arising out of or relating to claims for indemnification under Section 5.3(a) until the aggregate amount of all such Losses exceeds the Basket, at which event Buyer point the Investor shall be liable for the amount of such Losses in excess of the Basket, subject to Section 5.5(b). Notwithstanding the previous sentence, the Investor shall be liable for all Losses (without giving effect to the Basket), subject to Section 5.5(b), as a result of, arising out of or relating to claims for indemnification under Section 5.3(a) for a breach of Section 3.2. (b) The aggregate amount of Losses for which the Investor Indemnified Parties may be entitled to indemnification pursuant to Section 5.2(a) shall not exceed the sum of $15,000,000 (the “Cap”). Notwithstanding the previous sentence, the aggregate amount of Losses for which the Investor Indemnified Parties shall be entitled liable as a result of, arising out of or relating to claims for indemnification from Seller in under Section 5.3(a) for a breach of Section 3.2 shall be an amount equal to the sum of the Initial Closing Purchase Price and the Subsequent Closing Purchase Price. The aggregate amount of Losses for which the Buyer Company Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall Parties may be applicable entitled to indemnification pursuant to Section 7.2(iii5.3(a) or Section 7.2(iv) or with respect to shall not exceed the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10Cap. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions previous sentence, the aggregate amount of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of Losses for which the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Company Indemnified Parties shall be entitled liable as a result of, arising out of or relating to claims for indemnification from Buyer in under Section 5.2(a) for a breach of Section 2.2, Section 2.3(a) or Section 2.4 shall be an amount equal to the aggregate amount sum of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement Initial Closing Purchase Price and the other Transaction AgreementsSubsequent Closing Purchase Price.

Limitations on Indemnification. (a) Notwithstanding To the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer extent that the Company Indemnified Parties on account of any Buyer Indemnified Losses under would otherwise be entitled to indemnification for Damages pursuant to Section 7.2 unless 6.1, SEP I shall be liable only if (i) the liability of Seller in Damages with respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds to a claim exceed $250,000 100,000 (the “Threshold Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), in which event Buyer Indemnified Parties and then SEP I shall be entitled to indemnification from Seller in an amount equal liable only for Damages to the aggregate amount extent of any excess over the Buyer Indemnified LossesDeductible Amount. In no event shall the SEP I’s aggregate liability of Seller to the Company Indemnified Parties under Section 7.2 of this Agreement 6.1 exceed $2,000,000 10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither (i) the Threshold Deductible Amount nor shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall be applicable not apply to indemnification pursuant to Section 7.2(iii) breaches or Section 7.2(iv) or with respect to the inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of Seller set forth such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the first and second sentences IPO) minus the amount of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) all other Damages payable by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentSEP I hereunder. (b) Notwithstanding To the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of extent the Seller Contributing Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall would otherwise be entitled to indemnification from Buyer for Damages pursuant to Section 6.2, the Company shall be liable only if (i) the Damages with respect to a claim exceed the Minimum Claim Amount and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in an amount equal the aggregate, the Deductible Amount, and then the Company shall be liable only for Damages to the aggregate amount extent of any excess over the Seller Indemnified Losses exceed the Threshold Deductible Amount. In no event shall Buyer be liable the Company’ aggregate liability to the Contributing Indemnified Parties under Section 7.3 of this Agreement for any amount in excess of 6.2 exceed the Ceiling Amount. Notwithstanding the foregoing, neither (i) the Threshold Deductible Amount nor shall not apply to breaches or inaccuracies of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.6(a) and (ii) the Ceiling Amount shall be applicable not apply to indemnification pursuant to Section 7.3(iii(i) breaches or Section 7.3(iv) or with respect the inaccuracies of representations and warranties of Buyer set forth contained in Section 4.64.6(a) or (ii) Post-Closing Liabilities; provided, that the Company’s aggregate liability for a breach or inaccuracy of such Section 4.6(a) shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by the Company hereunder. (c) The amount of indemnity claim hereunder shall Additionally, neither the Company, on the one hand, nor SEP I, on the other hand, will be reduced liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the amount of any tax benefit actually realized by indemnified party or parties except to the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimextent resulting pursuant to Indemnity Claims. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) 8.6.1 Notwithstanding anything to the provisions of Section 7.2contrary set forth in this Article 8, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall not be entitled to indemnification from for any breach of any representation or warranty or covenants made by Seller in Parties pursuant to Section 8.1 of this Agreement, unless and until the aggregate amount of all Losses sustained by Buyer Indemnified Parties exceeds an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 500,000 (the “Ceiling "Trigger Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e"), Section 3.8 it being understood and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any agreed that once such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized sustained by the Buyer Indemnified Parties or exceed the Trigger Amount, Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received responsible for all Losses incurred by the Buyer Indemnified Parties or without regard to the aforementioned Trigger Amount; provided that Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing ’ maximum liability under this Article 8 shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationexceed $1,500,000. (e) Except as 8.6.2 Notwithstanding anything to the contrary set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 8, Seller Indemnified Parties shall not be entitled to indemnification for any breach of any representation or warranty or covenants made by Buyer Parties pursuant to Section 8.1 of this Agreement, unless and until the aggregate amount of all Losses sustained by Seller Indemnified Parties exceeds the Trigger Amount, it being understood and agreed that once such Losses sustained by the Seller Indemnified Parties exceed the Trigger Amount, Buyer Parties shall be responsible for all Losses incurred by the exclusive remedy of Seller Indemnified Parties without regard to the parties with respect to any claims between the parties concerning aforementioned Trigger Amount; provided that Buyer Parties’ maximum liability under this Agreement and the other Transaction AgreementsArticle 8 shall not exceed $1,500,000.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account The amount of any Buyer Losses for which indemnification is provided under this Section 7 shall be net of any amounts (i) recovered by an Indemnified Losses Party or its Affiliates under Section 7.2 unless or pursuant to any insurance policy, and (ii) recovered by any such Person from any third party with respect to such Losses. In the liability of Seller event that any such recovery is made by an Indemnified Party or its Affiliates with respect to any Losses, as applicable, for which any such Indemnified Party has been indemnified hereunder and has received funds in respect the amount of such Buyer Indemnified LossLosses, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount then a refund equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount recovery shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect made promptly to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentIndemnifying Party. (b) Notwithstanding anything herein to the provisions of Section 7.3contrary, Buyer (i) the Company shall not be required liable to indemnify or hold harmless any of the Seller Subscribers Indemnified Parties on account of for any Seller Indemnified Loss under Losses pursuant to Section 7.3 unless the liability of Buyer 7.2(a)(i) and/or Section 7.2(a)(iii), other than in respect of such Seller Fraud or breach of any Company Fundamental Representation, subject to the other limitations herein; and (ii) the Company shall not be liable to the Subscribers Indemnified LossParties for any Losses arising under or in connection with this Agreement, when aggregated with the liability of Buyer other than in respect of all Seller Indemnified Losses under Section 7.3Fraud, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of US $725,833.33, subject to the Ceiling Amountother limitations herein. Notwithstanding the foregoing, neither to the Threshold Amount nor extent that the Ceiling Amount Company is liable to the Subscribers Indemnified Parties for any Losses under (i) Section 9.2(a)(i) of the Subscribers Subscription Agreement, after taking into account the applicable limitations on indemnification set forth thereunder, the Company shall also be liable to the Subscribers Indemnified Parties for all Losses under Section 7.2(a)(i) of this Agreement, but the aggregate Losses under Section 9.2(a)(i) of the Subscribers Subscription Agreement and Section 7.2(a)(i) of this Agreement shall be subject to all applicable to limitations on indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the for breaches of representations and warranties under Section 9.4 of Buyer the Subscribers Subscription Agreement, including Section 9.4(b)(i), Section 9.4(b)(ii), Section 9.4(b)(iii) and Section 9.4(b)(v); and (ii) Section 9.2(a)(iii) of the Subscribers Subscription Agreement, after taking into account the applicable limitations on indemnification set forth in thereunder, the Company shall also be liable to the Subscribers Indemnified Parties for all Losses under Section 4.67.2(a)(iii) of this Agreement, but the aggregate Losses under Section 9.2(a)(iii) of the Subscribers Subscription Agreement and Section 7.2(a)(iii) of this Agreement shall be subject to all applicable limitations on indemnification for the Specified Indemnity (as defined hereunder and thereunder) under Section 9.4 of the Subscribers Subscription Agreement, including Section 9.4(b)(i), Section 9.4(b)(ii), Section 9.4(b)(iv) and Section 9.4(b)(v). (c) The amount of indemnity claim hereunder Notwithstanding anything herein to the contrary, (i) no Subscriber shall be reduced by liable to the Company Indemnified Parties for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii) which, individually considered, do not exceed US $10,000 (the “De Minimis Exclusion”) and no individual claim for Losses that do not exceed the De Minimis Exclusion shall be considered in determining the amount of any tax benefit actually realized by Losses under Section 7.2(b)(i) and/or Section 7.2(b)(iii) unless a series of similar events arising from the Buyer same circumstances exceed the De Minimis Exclusion; (ii) no Subscriber shall be liable to the Company Indemnified Parties for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii), other than in respect of Fraud or breach of any Subscriber Fundamental Representation, until the Seller aggregate amount of such Losses (excluding, for the avoidance of doubt, any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii) which, individually considered, do not exceed the De Minimis Exclusion) exceeds an amount equal to US $18,100, at which time a Subscriber shall be severally but not jointly liable for the entire amount of all such Losses, subject to the other limitations herein; (iii) no Subscriber shall be liable to the Company Indemnified Parties as for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii), other than in respect of Fraud or breach of any Subscriber Fundamental Representation, in excess of US $72,500, subject to the other limitations herein; and (iv) no Subscriber shall be liable to the Company Indemnified Parties for any Losses arising under or in connection with this Agreement, other than in respect of Fraud, in excess of US $725,833.33, subject to the other limitations herein. For the avoidance of doubt, any liability of a result of Subscriber under this Section 7 shall be several and not joint (in accordance with such claimSubscriber’s Percentage Allocation). (d) The amount of Notwithstanding anything herein to the contrary, (i) no Indemnifying Party will have any indemnity claim hereunder shall be reduced obligation to indemnify for any Losses until a final, non-appealable Judgment is rendered with respect to such Claim Notice or a written agreement is entered into by the amount parties; and (ii) where substantially the same events or circumstances qualify under one or more single or multiple claims or under one or more provisions of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howeverthis Agreement, the foregoing Indemnified Party shall not bar any insurance company that has made any payment be entitled to a Buyer Indemnified Party double or Seller Indemnified Party from pursuing duplicative recovery of Losses arising out of such events or circumstances, or to calculate its lawful rights to subrogationLosses by duplicating or double counting its Losses arising out of such events or circumstances. (e) Except as set forth In the event that the Company has an obligation to indemnify any Subscribers Indemnified Party for any Losses under this Section 7, the Company shall, within ten (10) Business Days (or any other date agreed in writing by the Company and such Subscribers Indemnified Party) after such Losses have been finally determined and are owed by the Company in accordance with Section 9.6(b7.4(d), at its option, pay the parties agree amount of such Losses either by (i) wire transfer of immediately available funds to an account designated in writing by such Subscribers Indemnified Party, or (ii) issuing a warrant exercisable into Ordinary Shares to such Subscribers Indemnified Party in the form attached hereto as Exhibit B (the “Indemnity Warrant”), that will entitle such Subscribers Indemnified Party to a number of Ordinary Shares resulting from the indemnification provisions quotient of (x) the amount of such Losses, and (y) the fair market value of an Ordinary Share at the time of the payment obligation, which, to the extent the Ordinary Shares of the Company are traded over-the-counter (OTC) or in this Article 7 any stock exchange, shall be equivalent to the exclusive remedy Company’s Ordinary Shares VWAP for the period of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of payment. The Exercise Price (as defined in the Indemnity Warrant) under such Indemnity Warrant shall be US $0.01. (f) In the event that any Subscriber has an obligation to indemnify a Company Indemnified Party for any Losses under this Section 7, such Subscriber shall pay the amount of such Losses within ten (10) Business Days (or any other date agreed in writing by such Subscriber and such Company Indemnified Party) after such Losses have been finally determined and are owed by such Subscriber in accordance with Section 7.4(d) by wire transfer of immediately available funds to an account designated in writing by such Company Indemnified Party. (g) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this Section 7 such Indemnified Party shall take and shall cause its Affiliates to take, or cooperate with the Indemnifying Party, if so requested by the Indemnifying Party, in order to take, all reasonable measures to mitigate the consequences of the parties with respect related breach (including taking steps to prevent any claims between the parties concerning this Agreement and the other Transaction Agreementscontingent liability from becoming an actual liability).

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the The Vendors’ total liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses claims under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled warranties and representations is limited to indemnification from Seller in an amount equal to the aggregate amount 10% of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentTotal Consideration. (b) Notwithstanding the provisions of Section 7.3, Buyer shall Vendors are not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer liable in respect of a claim under the warranties and representations unless and until liability determined in respect of any such Seller Indemnified Lossclaim, when aggregated with the any other amount or amounts of liability of Buyer determined in respect of all Seller Indemnified Losses other claims under Section 7.3the warranties and representations exceeds 2% of the Total Consideration (excluding interest, exceeds the Threshold Amountcosts, etc.) in which event Seller Indemnified Parties shall all the claims under the warranties and representations will be entitled to indemnification from Buyer in an amount equal to recoverable hereunder including those within the aggregate amount of 2 % threshold, provided that the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth other limitations contained in Section 4.66.6 hereof will remain unaffected. (c) The amount Vendors are not liable in respect of indemnity a claim hereunder shall be reduced by under the amount warranties and representations unless and until liability determined in respect of any tax benefit actually realized by such claim exceeds 0,2% of the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimTotal Consideration (excluding interest, costs, etc.). (d) The amount Vendors are not liable for a claim under the warranties and representations unless the Purchaser has given the Vendor notice of any indemnity the claim hereunder shall be reduced by setting out full particulars of the amount grounds on which such claim is based on or before the end of any proceeds the 9th calendar month following the date of insurance actually received by the Buyer Indemnified Parties Closing or Seller Indemnified Parties30 April 2005, as whichever is the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationlater. (e) Except as set forth The Vendors shall not be liable under this Agreement in Section 9.6(b)respect of any claim to the extent that a provision or reserve is made in the Accounts for the matter giving rise to the claim. (f) The Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of any individual breach of the warranties and representations where the Purchaser would thereby reap a windfall. In particular, the parties agree Vendors shall not be liable in respect of any claim (i) to the extent that any losses arising from such claim are covered by a policy of insurance in force on the indemnification provisions date of Closing or would have been so covered had such policy of insurance been maintained beyond Closing; or (ii) for any losses suffered by the Purchaser or the Company to the extent of any actual monetary savings realized by the Purchaser or the Company directly corresponding to such losses. (g) The Vendors shall not be liable under this Agreement for any losses to the extent that such losses arise out of or result from: (i) any act taken by the Company after the Closing other than acts taken for the purpose of mitigating losses; (ii) any change in this Article 7 shall be the exclusive remedy accounting or taxation policy, bases or practice of the parties with respect to any claims between Company introduced after the parties concerning this Agreement and the other Transaction AgreementsClosing.

Limitations on Indemnification. Notwithstanding any other provision of this Agreement: (a) Notwithstanding No Escrowed Funds shall be paid pursuant to Article IV by the provisions of Section 7.2, Seller shall not be required Escrow Agent to indemnify or hold harmless any of Buyer the Parent Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller Stockholders in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Parent Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to i) until the aggregate amount of Parent Losses exceeds on a cumulative basis $250,000, provided that no Loss shall be included in the Buyer Indemnified Losses. In no event shall calculation of the aggregate liability Parent Losses set forth in this clause (i) other than individual Losses in excess of Seller under Section 7.2 $1,000, or (ii) for individual or cumulative Parent Losses in excess of this Agreement exceed $2,000,000 (the “Ceiling Escrowed Amount”). Notwithstanding the foregoingany provision herein, neither the Threshold Amount nor the Ceiling Amount no Escrowed Funds shall be applicable paid by the Escrow Agent to indemnification the Parent Indemnified Stockholders pursuant to Section 7.2(iii) or Section 7.2(iv) or Article IV with respect to Parent Losses resulting from any special or punitive damages or any Losses that are not reasonably foreseeable or reasonably related to the breach giving rise to such Loss. Parent, RGGPLS and ▇▇▇▇▇▇▇ shall cooperate with each other with respect to resolving any claim or liability that may lead to Parent Losses hereunder including by making commercially reasonable efforts to mitigate or resolve any such claim or liability; (b) ▇▇▇▇▇▇▇ and Parent further acknowledge and agree that, other than (i) the representations and warranties of Seller set forth the Company contained in Article III of the Merger Agreement and (ii) the covenants of the Company contained in the first and second sentences of Section 3.2Merger Agreement, Section 3.2(e)there are no representations, Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash warranties or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer covenants of the intent to make a payment (in whole Company either expressed or in part) by surrendering Consideration Units for redemption at least five business days prior implied with respect to the due date of any such payment. (b) Notwithstanding transactions contemplated by the provisions of Section 7.3, Buyer shall not be required to indemnify Merger Agreement or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6.Agreement; and (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties Parent and ▇▇▇▇▇▇▇ further agree that the indemnification provisions Escrowed Funds shall not be paid by the Escrow Agent to the Parent Indemnified Stockholders pursuant to Article IV in this Article 7 shall be respect of any Parent Losses if the exclusive remedy of fact, matter, event or occurrence giving rise to such Parent Losses (i) was disclosed in the parties with respect to Merger Agreement, the Company Disclosure Letter or any claims between the parties concerning this Agreement and the other Transaction AgreementsAgreement, or (ii) is reserved against or reflected in the Company Financial Statements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2this Article VIII, Seller no Purchaser Indemnified Party shall not be required entitled to indemnify or hold harmless indemnification for any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 8.2(a)(i) or Section 8.2(a)(iii) unless and until the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect aggregate amount of all Buyer Indemnified such Losses under Section 7.2, exceeds an amount equal to Two Million Seven Hundred Fifty Thousand Dollars ($250,000 2,750,000) (the “Threshold Deductible Amount”); provided, in which event Buyer however, that from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties under Section 8.2(a)(i) and Section 8.2(a)(iii) exceeds the Deductible Amount, the Purchaser Indemnified Parties shall be entitled to indemnification only for the amount that exceeds the Deductible Amount, and provided, further, that the Deductible Amount shall not apply to any Losses resulting from Seller in an amount equal to the aggregate amount breaches or inaccuracies of the Buyer Indemnified Losses. In no event shall the aggregate liability of Company Fundamental Representations or Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”)Fundamental Representations. Notwithstanding the foregoingprovisions of this Article VIII, neither no Purchaser Indemnified Party shall be entitled to indemnification for any individual Loss or series of related Losses under Section 8.2(a)(i) which do not exceed $25,000 (“Basket Amount”) (which Losses shall not count toward the Threshold Amount nor Deductible Amount) unless and until such Losses in the Ceiling aggregate exceed the Deductible Amount; provided, however, that the Basket Amount shall be applicable not apply to indemnification pursuant to Section 7.2(iii) any Losses resulting from breaches or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer inaccuracies of the intent to make a payment (in whole Company Fundamental Representations or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentSeller Fundamental Representations. (b) Notwithstanding the provisions of this Article VIII, (i) in no event shall the aggregate indemnification under Section 7.38.2(a)(i), Buyer except with respect to Losses resulting from breaches of Company Fundamental Representations or Tax Representations, exceed Nineteen Million Two Hundred Fifty Thousand Dollars ($19,250,000), (ii) in no event shall not be required to indemnify or hold harmless any the aggregate indemnification under Section 8.2(a)(i) for Losses resulting from breaches of the Tax Representations and Section 8.2(a)(iii) collectively exceed Eighty Two Million Five Hundred Thousand Dollars ($82,500,000), and (iii) in no event shall the aggregate indemnification under Section 8.2(a)(i) through Section 8.2(a)(iii)) exceed the proceeds actually received by the Seller pursuant to this Agreement. (c) Neither a Purchaser Indemnified Party nor a Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties Party shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) 8.2 or Section 7.3(iv) or with respect 8.3 for any Loss to the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by extent the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Purchaser Indemnified Party or Seller Indemnified Party from pursuing seeking indemnification had actual knowledge prior to Closing of the facts, circumstances, or events that gave rise to the Loss for which indemnification is being sought such that the applicable Purchaser Indemnified Party or Seller Indemnified Party would reasonably have been expected to understand the potential scope and magnitude of the Loss for which indemnification is being sought. The Party alleging that the Purchaser Indemnified Party or Seller Indemnified Party, as applicable, seeking indemnification should not be entitled to such indemnification because of the prior sentence shall have the burden of proof that the Purchaser Indemnified Party or Seller Indemnified Party seeking such indemnification had the actual knowledge contemplated by the prior sentence. For purposes of this Section 8.4(c), (i) the actual knowledge of each of the Seller, the Purchaser, a Subsidiary of the Purchaser, and each other Purchaser Indemnified Party or Seller Indemnified Party that is an entity shall be limited to the actual knowledge prior to the Closing of the respective directors, officers, managers and employees of the applicable entity who were directly and materially involved in the negotiation, evaluation or effectuation of this Agreement and the Transaction; and (ii) in no event shall the actual knowledge of any Person who was a director, officer, manager or employee of any Company Entity or any Subsidiary of a Company Entity as of or prior to the Closing be imputed to the Purchaser or any of its lawful rights Subsidiaries. The Parties acknowledge and agree that this Section 8.4(c) shall not apply to subrogationthe matters described in the letters referenced on Schedule 4.7(b) of the Disclosure Schedules. (d) Notwithstanding anything to the contrary contained herein: (i) except as permitted by Section 1.4(e) with respect to Downward Adjustment Amounts, no Purchaser Indemnified Party may make a claim against the Indemnity Escrow Account for any Losses other than Losses that are subject to indemnification pursuant to Section 8.2(a)(i) through Section 8.2(a)(iii) and (ii) the Purchaser Indemnified Parties shall make any claim for Losses pursuant to this Article VIII first against the Indemnity Escrow Account. (e) Except Any Loss for which any Purchaser Indemnified Party or Seller Indemnified Party is entitled to indemnification under this Article VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. (f) For the purposes of this Article VIII, the determination of (i) whether there has been a breach of or inaccuracy in any representation and warranty of the Parties set forth in this Agreement and (ii) the calculation of any Losses resulting from any such breach or inaccuracy, shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material,” “material respects,” “Material Adverse Effect” or any similar term, qualification or limitation based on materiality contained herein (including any reference to the Company Entities and their Subsidiaries taken as a whole); provided, however, any reference to materiality shall be given effect for (x) the definition of “Material Contracts” and (y) solely for purposes of clause (i) of this Section 8.4(f), the representations and warranties set forth in Section 9.6(b4.4(a), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement Section 4.4(c) and the other Transaction AgreementsSection 4.5.

Limitations on Indemnification. (ai) The indemnification provided in this Article VII shall be the sole and exclusive remedy of the Parties after the Closing for monetary damages for Claims; provided, however, this exclusive remedy for damages does not preclude a Party from bringing an action for (A) fraud or (B) specific performance or other equitable remedy to require a Party to perform its obligations under this Agreement. (ii) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal anything to the aggregate amount of the Buyer Indemnified Losses. In no event shall contrary herein, except for Losses arising from fraud, the aggregate liability Liability of Seller under Section 7.2 this Article VII for Losses arising from or attributable to any breach of the representation and warranties and covenants made by Seller in this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) any certificate or with respect to the representations and warranties of other instrument delivered by Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or Agreement (other than the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in partDevelopment and Transition Services Agreement) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled limited to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim$10,000,000; provided, however, the foregoing limitation shall not bar apply to Losses related to Taxes, and provided further that for Losses resulting from breach of Seller’s warranty in Section 4(e) of Exhibit E of this Agreement, the foregoing limit shall not apply and instead the limit for such Losses shall be the lesser of (A) $30,000,000, or (B) the actual aggregate amount of any insurance company milestone payments made to Seller (through the date of termination by ALZA Corporation, hereinafter “ALZA”, that has made any payment gives rise to a Buyer Indemnified Party or Seller’s breach of such warranty) pursuant to Section 2.4(a)(iv) and Section 2.4(a)(v) plus the amount to be paid to Seller Indemnified Party from pursuing its lawful rights pursuant to subrogationSection 2.4(a)(ii). (eiii) Except as set forth in Section 9.6(b)UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsLOST OPPORTUNITIES, OR ANY OTHER PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES IRRESPECTIVE OF THE THEORY UNDER WHICH SUCH ACTION IS BROUGHT, WHETHER IT WAS CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE OF SUCH PARTY OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT, NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 7.2(d)(iii) SHALL LIMIT OR RESTRICT A PARTY’S INDEMNIFICATION OBLIGATION OR LIABILITY FOR LOSSES WITH RESPECT TO THIRD PARTY CLAIMS PURSUANT TO THIS ARTICLE VII.

Limitations on Indemnification. (a) Notwithstanding Any Indemnifiable Claim shall be limited to the provisions amount of Section 7.2actual damages sustained by the Indemnified Party by reason of such breach or nonperformance, less the dollar amount of any Insurance Proceeds actually received by the Indemnified Party with respect to such Losses. If after the payment of an Indemnifiable Claim by the Indemnifying Party insurance proceeds are received by the Indemnified Party with respect to such Indemnifiable Claim, such proceeds will promptly be repaid by the Indemnified Party to the Indemnifying Party. (b) Except in the case of fraud or intentional breach, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses Person under Section 7.2 Sections 12.1(a) unless the liability aggregate of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of all amounts for which indemnity would otherwise be payable by Seller in respect of all such claims by all Buyer Indemnified Losses under Section 7.2, Persons exceeds $250,000 4,000,000 (the “Threshold Basket Amount”)) and, in which event Buyer Indemnified Parties such event, Seller shall be entitled to indemnification from Seller responsible only for the amount in an amount equal to the aggregate amount excess of the Buyer Indemnified LossesBasket Amount. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth Except in the first and second sentences case of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash fraud or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3intentional breach, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss Person under Section 7.3 Sections 12.2(a) unless the liability aggregate of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of all amounts for which indemnity would otherwise be payable by Buyer in respect of all such claims by all Seller Indemnified Losses Persons exceeds the Basket Amount, and in such event, Buyer shall be responsible only for the amount in excess of such Basket Amount. Except in the case of fraud or intentional breach, Seller’s indemnity obligations under Sections 12.1(a) and (c) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.11 (Intercompany Borrowings), Section 6.13 (Pre-Closing Transfer of Assets and Liabilities), Section 6.14 (Funding of Pension Plans), Section 7.2(b) (Indemnity Obligations), Section 7.3 (Noncompetition), 7.7 (Proceeds from Material Investments), Section 9.1(b) (Closing Covenants), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to $45,000,000 (the “Cap Amount”). Except in the case of fraud or intentional breach, Buyer’s indemnity obligations under Sections 12.2(a) and (b) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.14 (Funding of Pension Plan), Section 7.2(b) (Indemnity Obligations), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to the Cap Amount. Notwithstanding any other provision of this Section 12.4(b), no Buyer Indemnified Party shall make any claim under Section 7.312.1, exceeds the Threshold Amount, in which event and no Seller Indemnified Parties Party shall be entitled to indemnification from Buyer in an amount equal to make any claim under Section 12.2 unless the aggregate amount of such claim or series of related claims shall exceed $500, in which case, subject to the Seller Indemnified Losses exceed other limitations contained herein, the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any entire amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall claim may be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6made. (c) The amount For purposes of indemnity claim hereunder Sections 12.1(a) and (b) and 12.2(a), all representations and warranties other than those contained in Section 4.26 shall be reduced by read as if references therein to “knowledge of Seller”, “Seller’s knowledge”, “knowledge of Buyer”, “Buyer’s knowledge” were deleted and all representations and warranties other than those contained in Section 4.12 shall be read as if references therein to “Material Adverse Effect”, “in all material respects”, or similar language were deleted; but for these purposes that the amount defined terms “Material Contracts,” Material Customer Contracts,” Material Intangible Property,” “Material Leases,” “Material License,” “Material Subsidiary,” “Owned Material Intangible Property” and “Seller Owned Material Intangible Property” were not deleted or changed. By way of illustration for purposes of this Section 12.4, (i) any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties representation that a statement is true and correct in all material respects shall be read as a result representation that the statement is true and correct, (ii) any representation that a condition exists except to the extent that its failure to exist would not have a Material Adverse Effect on a Person shall be read as a representation that such condition exists, and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on a Person shall be read as a representation that no incidents of such claimnature have occurred. (d) The amount This Article XII shall survive the Closing and shall remain in effect (i) with respect to Sections 12.1(a) and (b) and 12.2(a), for so long as the relevant representations and warranties survive, (ii) with respect to Sections 12.1(c) and 12.2(b) to the extent those Sections relate to covenants to be performed prior to or at the Closing, until the last day of the fifteenth month following the Closing Date, (iii) with respect to Sections 12.1(c) and 12.2(b) to the extent those Sections relate to covenants to be performed following the Closing, until the date which is one year following the earlier to occur of (A) the date on which any indemnity claim hereunder shall such covenant was to be reduced by performed or (B) the amount of any proceeds of insurance actually received by the date on which Buyer Indemnified Parties or Seller Indemnified PartiesSeller, as the case may be, in connection first became aware of a breach of any such covenant, (iv) with such claim; providedrespect to Section 12.1(d) (other than Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Professional Malpractice Actions) and 12.1(e) and 12.2(c), however(d) and (e), until the foregoing shall not bar last day of the eighteenth month following the Closing Date, (v) with respect to Section 12.1(d) for Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Section 12.1(h), until barred by the applicable statute of limitations plus thirty days thereafter, (vi) with respect to any insurance company that has made any payment Professional Malpractice Action (other than those disclosed on Section 4.5 of Seller’s Disclosure Schedule which are governed by clause (v)), until the date which is two and one-half (2 1/2) years following the Closing Date, and (vii) with respect to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationSection 12.1(f), 12.1(g) and 12.2(f), indefinitely. (e) Except Notwithstanding the foregoing, the parties intend and agree that the obligations of the parties set forth in Article XIII shall be governed by such Article XIII, and not by this Article XII, including the limitations contained in this Section 12.4, and the survival period with respect to such obligations shall survive as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements13.8.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 7.211.1, Seller but subject to Section 11.3(c), (i) Sellers shall not be required to indemnify or hold harmless defend Buyer or any Buyer-Related Entities under Section 11.1 unless the aggregate of all amounts for which indemnity claims and defense costs would otherwise be payable by Sellers under Section 11.1 exceeds the Basket Limitation and, in such event, Sellers shall be responsible for all such amounts from the first dollar, without regard to the Basket Limitation, (ii) in no event shall the liability of Sellers with respect to the indemnification and defense costs provided for in Section 11.1 exceed in the aggregate the Cap Limitation, and (iii) if Buyer Indemnified Parties obtains Buyer’s Knowledge of any inaccuracy or breach of any representation, warranty, or covenant of Sellers contained in this Agreement prior to the Closing (a “Pre-Closing Seller Breach”) and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, whether at law or in equity on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of such Pre-Closing Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold AmountBreach. In no event shall Buyer or Sellers be liable under Section 7.3 of this Agreement for any amount in excess of entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Sellers or Buyer, respectively, except to the Ceiling Amount. Notwithstanding extent Buyer or the foregoingBuyer-Related Entities, neither or Seller or the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification Seller-Related Entities, as applicable, actually incur Losses pursuant to Section 7.3(iii) or 11.1 and Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties11.2, as the case may beapplicable, because such damages are awarded to a third party in connection with such a third party claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 Purchaser unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect aggregate amount of all Buyer Indemnified Losses under incurred by Purchaser pursuant to Section 7.2, 5.1 exceeds $250,000 (the “Threshold Amount”)100,000. Once such aggregate amount of Losses incurred by Purchaser exceeds $100,000, in which event Buyer Indemnified Parties Purchaser shall thereupon be entitled to indemnification from only for amounts in excess of such $100,000; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of Seller in or an amount equal Affiliate thereof upon Purchaser or claims for indemnification relating to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date breach of any such paymentrepresentation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Notwithstanding the provisions of Section 7.3, Buyer Seller shall not be required obligated to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer Purchaser for Losses that exceed $1,500,000 in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of the common law fraud alleged to have been committed by or on behalf of Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement or an Affiliate thereof upon Purchaser or claims for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6for Excluded Liabilities. (c) The amount Following the Closing, the sole and exclusive remedy of indemnity claim hereunder the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be reduced by pursuant to the amount of any tax benefit actually realized by indemnification provisions set forth in this Article V; provided, however, that the Buyer Indemnified Parties or parties may seek to enforce specifically this Agreement and the Seller Indemnified Parties as a result of such claimterms and conditions hereof. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions Nothing in this Article 7 V shall be affect the exclusive remedy rights and remedies of the parties Purchaser or Seller under Article IX or Article X with respect to any claims between the parties concerning this Agreement and breach by the other Transaction Agreementsof any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything to the provisions of Section 7.2contrary in this Agreement, Seller the Sellers shall not be required liable to indemnify or hold harmless any of Buyer the Purchaser Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of any Damages incurred or suffered by such Buyer Purchaser Indemnified LossParty (i) in respect of claims under Section 9.2(a)(i) that is not a Qualifying Loss and (ii) until such time as the aggregate amount of all Damages claimed by the Purchaser Indemnified Parties under Section 9.2(a)(i) (other than with respect to Fundamental Representations, when aggregated with the as to which this limitation shall not apply) exceeds an aggregate amount equal to [***], and then only for such Qualifying Losses in excess of [***]. The aggregate liability of Seller Sellers in respect of claims for indemnification pursuant to Section 9.2(a)(i) (x) shall not exceed [***] (the “Indemnification Cap”) in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 representations and warranties other than Fundamental Representations and (the “Threshold Amount”), in which event Buyer Indemnified Parties y) shall be entitled to indemnification from Seller in an amount equal to not exceed the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with Purchase Price in respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentFundamental Representations. (b) Notwithstanding anything to the provisions of Section 7.3contrary in this Agreement, Buyer Purchaser shall not be required liable to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of any Damages incurred or suffered by such Seller Indemnified LossParty (i) in respect of claims under Section 9.2(b)(i) that is not a Qualifying Loss and (ii) until such time as the aggregate amount of Damages claimed by the Seller Indemnified Parties under Section 9.2(b)(i) (other than with respect to Fundamental Representations, when aggregated with the as to which this limitation shall not apply) exceeds an aggregate amount equal to [***], and then only for such Qualifying Losses in excess of [***]. The aggregate liability of Buyer Purchaser in respect of claims for indemnification pursuant to Section 9.2(b)(i) (x) shall not exceed the Indemnification Cap in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties representations and warranties other than Fundamental Representations and (y) shall be entitled to indemnification from Buyer in an amount equal to not exceed the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount Purchaser Price in excess respect of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Fundamental Representations. (c) The amount of indemnity claim hereunder With respect to each indemnification obligation in this Agreement: (i) each such obligation shall be reduced by the amount calculated net of any tax net Tax benefit actually realized in the year of loss or the [***] succeeding taxable years; (ii) all Damages shall be net of any insurance proceeds actually received by the Buyer Indemnified Parties or Party from a bona fide Third Party insurer, net of costs reasonably incurred by the Seller Indemnified Parties Party in seeking such collection and any increase in premiums as a result of such claim. the associated claim (d) The amount of any indemnity claim hereunder shall be reduced “Eligible Insurance Proceeds”), to the extent that the Damages paid by the amount Indemnifying Party under this Article 9 in respect of any proceeds of insurance actually received by the Buyer indemnification claim fully compensate the Indemnified Parties or Seller Indemnified Parties, as the case may be, Party for all Damages suffered in connection with such claim; provided(iii) in no event shall an Indemnifying Party have liability to the Indemnified Party for any consequential, howeverspecial, incidental, indirect or punitive damages, except if and to the foregoing shall not bar extent any insurance company that has made any payment such damages are payable by an Indemnified Party pursuant to a Buyer Third Party Claim; and (iv) all payments made by an Indemnifying Party to an Indemnified Party or Seller Indemnified Party from pursuing its lawful rights in respect of any claim pursuant to subrogationSection 9.2 shall be treated as adjustments to the Purchase Price for Tax purposes. (ed) Except as set forth In any case where an Indemnified Party recovers from a Third Party any Eligible Insurance Proceeds and/or any other amount in Section 9.6(brespect of any Damages for which an Indemnifying Party has actually paid or reimbursed such Indemnified Party pursuant to this Article 9, such Indemnified Party shall promptly pay over to the Indemnifying Party such Eligible Insurance Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), the parties agree that the indemnification provisions but not in this Article 7 shall be the exclusive remedy excess of the parties with sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect to of such claim and (ii) any claims between amount expended by the parties concerning this Agreement and the other Transaction AgreementsIndemnifying Party in pursuing or defending any claim arising out of such matter.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller The Indemnifying Party shall not be required liable to indemnify the Indemnified Party with respect to any claim relating to an individual or hold harmless any series of Buyer Indemnified Parties on account of any Buyer Indemnified related Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses indemnification under Section 7.28.02(a) or Section 8.03(a), as applicable, until the amount of such individual or series of related Losses exceeds Ten Thousand Dollars ($250,000 (the “Threshold Amount”10,000), in which event the Indemnifying Party shall be required to pay or be liable for all such Losses from the first dollar. (a) Subject to Section 9.15 and except in the case of intentional fraud or a Claim involving a breach of any Buyer Fundamental Representation, the total aggregate Losses that the Seller Indemnified Parties may suffer or sustain by reason of or arising out of any inaccuracy in any representation or warranty contained in Article V shall not exceed an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00). (b) Except in the case of intentional fraud or a Claim involving a breach of any Company Fundamental Representation or Seller Fundamental Representation, the total aggregate Losses under the Seller Indemnifiable Amount shall not exceed an amount equal to the Escrow Holdback. (c) Except in the case of intentional fraud, with respect to a Claim involving a breach of any Company Fundamental Representation or Seller Fundamental Representation or a breach of any Buyer Fundamental Representation, the total aggregate Losses under the Seller Indemnifiable Amount or the Buyer Indemnifiable Amount, respectively, shall not exceed an amount equal to Thirty Five Million Dollars ($35,000,000); provided, however, that, except in the case of intentional fraud, no Buyer Indemnified Parties Party shall be entitled to indemnification under this Article VIII from any Seller in an amount equal to excess of the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of proceeds such Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification actually receives pursuant to Section 7.2(iii2.04(a)(i) or Section 7.2(iv) or with above in respect of the sale of such Seller’s Membership Interests pursuant to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10this Agreement. Seller may satisfy any obligations arising All such Claims by Buyer Indemnified Parties for indemnification pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties VIII shall be entitled to indemnification from Buyer made first against cash deposited in an amount equal to the aggregate amount of Escrow Account and thereafter against the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimSellers. (d) The amount In no event shall any Indemnifying Party be liable to an Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of any indemnity claim hereunder shall be reduced by future revenue or income, loss of business reputation or opportunity relating to the amount breach or alleged breach of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howeverthis Agreement, the foregoing shall not bar transactions contemplated by this Agreement or diminution of value or any insurance company that has made damages based on any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationtype of multiple. (e) Except as set forth in Section 9.6(b)Each Indemnified Party acknowledges and agrees that, the parties agree that the indemnification provisions in this Article 7 for purposes hereof, Losses (including any Losses from third-party claims) shall be calculated based on the exclusive remedy amount of the parties Losses that remains after deducting any insurance proceeds, indemnity, contribution, reimbursement or other similar payment actually received by an Indemnified Party or its Affiliates with respect thereto. If any Indemnified Party or its Affiliates recovers amounts from any third party with respect to such Losses after indemnification is made to it by the Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such third-party recovery, net of any claims between out-of-pocket costs associated with obtaining such third-party recovery, at such time or times as and to the parties concerning extent that such amount is actually received by the Indemnifying Party or its Affiliates. Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Agreement and the other Transaction AgreementsArticle VIII.

Limitations on Indemnification. (a) Notwithstanding The Sellers shall have no obligation to indemnify any Purchaser Indemnified Party from and against any Losses until the provisions aggregate Losses suffered by all Purchaser Indemnified Parties exceed $100,000, at which time the Sellers shall be liable to the Purchaser Indemnified Parties for the entire amount of Section 7.2, Seller all aggregate Losses suffered by all Purchaser Indemnified Parties. The foregoing limitation shall not be required apply to indemnify or hold harmless any of Buyer Losses suffered by the Purchaser Indemnified Parties on account with respect to Taxes or the termination of the ▇▇▇▇▇▇▇▇ Agreement to the extent it exceeds the amounts set forth in Section 4.6(b) or the Detrex Claim. (b) No claim for indemnification (other than any Buyer Indemnified Losses amounts with respect to Taxes or the ▇▇▇▇▇▇▇▇ Sales Commissions or the Manufacturers Agreement or the termination of the ▇▇▇▇▇▇▇▇ Agreement or the termination of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) under Section 7.2 unless this Agreement may be brought after the liability second anniversary of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties this Agreement. There shall be entitled to indemnification from Seller in an amount equal no time limit on claims hereunder with respect to the aggregate amount ▇▇▇▇▇▇▇▇ Sales Commissions, the Manufacturers Agreement or the ▇▇▇▇▇▇▇▇ Agreement or the Detrex Claim. Any claim for indemnification with respect to Taxes may only be made prior to the expiration of the Buyer Indemnified Losses. related statute of limitations. (c) In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 the Sellers (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or excluding any liability with respect to Taxes, the representations termination of the ▇▇▇▇▇▇▇▇ Agreement, the ▇▇▇▇▇▇▇▇ Sales Commissions or the Manufacturers Agreement or the Detrex Claim) to Parent and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations Purchaser arising pursuant to under this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at XII exceed $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment25,000,000. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. The indemnification provided for in Sections 8.1 and 8.2 shall be subject to the following limitations: (a) Notwithstanding the provisions of Section 7.2, Seller The Indemnifying Parties shall not be required obligated to indemnify or hold harmless any of the Buyer Indemnified Parties on account of any Buyer Indemnified Indemnitees for Losses arising under Section 7.2 unless 8.1(b)(i) with respect to breaches of representations and warranties until the liability aggregate amounts for indemnification under Section 8.1(b)(i) equals $2.5 million (the "Basket Amount"), whereupon the Indemnifying Parties shall be obligated to pay only the amount of Seller such Losses in excess of the Basket Amount; provided, however, that the foregoing limitation shall not apply to, and the Indemnifying Parties shall be obligated to indemnify the Buyer Indemnitees for the full amount of, Losses arising under Section 8.1(b)(i) based upon, arising out of or otherwise in respect of such Buyer Indemnified Lossthe Fundamental Representations and Sections 3.13 and 3.14 (collectively, when aggregated with the liability "Basket Exclusions") without regard to the Basket Amount; provided further, that any Losses based upon, arising out of Seller or otherwise in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Basket Exclusions shall not be counted against the Basket Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3The Sellers, Buyer collectively, shall not be required obligated to indemnify or hold harmless make any of the Seller Indemnified Parties on account of any Seller Indemnified Loss payment for indemnification under Section 7.3 unless the liability 8.1(b) with respect to breaches of Buyer representations and warranties (except those based upon, arising out of or otherwise in respect of such Seller Indemnified Lossthe Fundamental Representations and Sections 3.13(e) and 3.14(n)) and under Sections 8.1(b)(iv), when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3(v), exceeds the Threshold Amount(vi), in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount (ix) and (x) in excess of the Ceiling Amount. Notwithstanding Purchase Price; provided, that (i) SFC shall not be obligated to make any payment for indemnification under Section 8.1(b) in excess of the foregoingsum of the Union Bankers Purchase Price and the ConLife Purchase Price, neither (ii) PLAC shall not be obligated to make any payment for indemnification under Section 8.1(b) in excess of the Threshold Amount nor sum of the Ceiling Amount Peninsular Purchase Price, the PC-Canada Purchase Price and the PennLife Purchase Price and (iii) PCFS shall not be applicable obligated to make any payment for indemnification pursuant to under this Section 7.3(iii8.1(b) or Section 7.3(iv) or with respect the representations and warranties in excess of Buyer set forth in Section 4.6$1.0 million. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made be obligated to make any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationfor indemnification under Section 8.2 in excess of $50 million. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding 4.5.1 In the provisions event that a selling holder of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 Registrable Securities (the “Threshold Indemnifying Holder”) is obligated to pay an amount to the Company pursuant to Section 4.2 (the “Indemnification Amount”), during a year that the Company qualifies as a “real estate investment trust” under Sections 856 through 860 of the Code (a “REIT”), the Indemnifying Holder or its affiliates, as applicable, shall pay to the Company, from the Indemnification Amount deposited into escrow in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in accordance with Section 4.5.2, an amount equal to the aggregate lesser of (I) the Indemnification Amount and (II) the sum of (x) the maximum amount that can be paid to the Company without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of the Buyer Indemnified Losses. In no event shall Code determined as if the aggregate liability payment of Seller under Section 7.2 such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of this Agreement exceed $2,000,000 the Code (the “Ceiling AmountQualifying Income”). Notwithstanding , as determined by the foregoingCompany independent certified public accountants, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iiiplus (y) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of event the Company receives either (1) a ruling from the Internal Revenue Service described in Section 3.24.5.3 or (2) an opinion from the Company’s outside counsel as described in Section 4.5.3, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate Indemnification Amount, less the amount payable under clause (x) above. 4.5.2 To secure the Indemnifying Holder’s obligation to pay these amounts, the Indemnifying Holder shall deposit into escrow an amount in cash equal to the Indemnification Amount with an escrow agent selected by the Indemnifying Holder and on such customary terms (subject to Section 4.5.3) as shall be mutually acceptable to each of the Seller Indemnified Losses exceed Company, the Threshold AmountIndemnifying Holder and the escrow agent. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess The payment or deposit into escrow of the Ceiling Indemnification Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount pursuant to this Section 4.5, shall be applicable made at the time that the payment of the Indemnification Amount would otherwise be due without regard to indemnification pursuant to this Section 7.3(iii) or Section 7.3(iv) or with respect 4.5. 4.5.3 The escrow agreement for the representations and warranties of Buyer set forth escrow described in Section 4.64.5.2 shall provide that the Indemnification Amount in escrow or any portion thereof shall not be released to the Company unless the escrow agent receives any one or combination of the following: (a) a letter from the Company’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Company without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Company’s accountants revising or updating that amount (whether to correct an error or to reflect the passage of time or otherwise), in which case the escrow agent shall release such amount or, in the case of a revised or updated letter, such additional amount to the Company, or (b) a letter from the Company’s counsel indicating that the Company received a ruling from the Internal Revenue Service holding that the receipt by the Company of the Indemnification Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively, the Company’s outside counsel has rendered a legal opinion to the effect that the receipt by the Company of the Indemnification Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code), in which case the escrow agent shall release the remainder of the Indemnification Amount to the Company. The escrow agreement shall also provide that any portion of the Indemnification Amount held in escrow for five (5) years shall be released by the escrow agent to the Indemnifying Holder. 4.5.4 The Indemnifying Holder agrees to amend this Section 4.5 at the reasonable request of the Company in order to (cx) The amount maximize the portion of indemnity claim the Indemnification Amount that may be distributed to the Company hereunder shall be reduced by without causing the amount Company to fail to meet the requirements of any tax benefit actually realized by Sections 856(c)(2) and (3) of the Buyer Indemnified Parties or Code, (y) improve the Seller Indemnified Parties as Company’s chances of securing a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth favorable ruling described in Section 9.6(b), 4.5.3 or (z) assist the parties agree that the indemnification provisions Company in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreementsobtaining a favorable legal opinion from its outside counsel as described in Section 4.5.3.

Limitations on Indemnification. Anything contained in this Agreement to the contrary notwithstanding: (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability Licensee be liable for, or required to make any payment pursuant to, clause (i) of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing13.1, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to any breach of any representation or warranty of Parent and Licensee (other than with respect to any breach or inaccuracy in any of the representations and warranties of Seller Parent and Licensee set forth in Section 8.2(a) which shall not be subject to the first Licensee Deductible Amount), for any indemnifiable Damages suffered by the Licensor Indemnified Parties unless and second sentences until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Seller Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 3.2, Section 3.2(e7.2 of the Purchase Agreement exceeds $1,000,000 (the “Licensee Deductible Amount”), and then only to the extent of such excess, provided that Damages indemnified hereunder in respect of claims made by the Licensor Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 3.8 8.2(a), and Section 3.10. Seller may satisfy any obligations arising pursuant Damages indemnified under the Purchase Agreement in respect of claims made by the Purchaser Indemnified Parties (as defined in the Purchase Agreement) with respect to this Article 7 breaches or inaccuracies in any combination the representations or warranties of cash or Sellers (as defined in the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided thatPurchase Agreement) set forth in Sections 4.1, Seller must provide written notice to Buyer 4.2, and 4.6 and 4.7 of the intent to make a payment (in whole or in part) by surrendering Consideration Units Purchase Agreement, shall be disregarded for redemption at least five business days prior to purposes of determining whether the due date of any such payment.aggregate Damages exceed the Licensee Deductible Amount as described above; (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer Licensor be liable under for, or required to make any payment pursuant to, clause (i) of Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing13.2, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect to any breach of any representation or warranty of Licensor (other than with respect to any breach or inaccuracy in any of the representations and warranties of Buyer Licensor set forth in Section 4.6.8.1(a)) which shall not be subject to the Licensor Deductible Amount), for any indemnifiable Damages suffered by the Licensee Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Purchaser Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 7.3 of the Purchase Agreement exceeds $1,000,000 (the “Licensor Deductible Amount”), and then only to the extent of such excess, provided that Damages indemnified hereunder in respect of claims made by the Licensee Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 8.1(a), and Damages indemnified under the Purchase Agreement in respect of claims made by the Seller Indemnified Parties (as defined in the Purchase Agreement) with respect to breaches or inaccuracies in the representations or warranties set forth in Section 3.1, 3.2, 3.10(c), 3.19, 3.21 and 3.22 of the Purchase Agreement, shall be disregarded for purposes of determining whether the aggregate Damages exceed the Licensor Deductible Amount as described above; (c) The amount in no event shall Licensor or Licensee be liable for, or required to make any payment pursuant to, Sections 13.1 or 13.2 (i) to the extent arising out of indemnity any indemnifiable matter unless a claim hereunder shall be reduced therefor is asserted specifying in good faith, in reasonable detail and in writing by the amount of any tax benefit actually realized by the Buyer applicable Licensor Indemnified Parties Party or the Seller Licensee Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesParty, as the case may be, within the time period that such indemnifiable matter survives in connection accordance with Section 13.4, failing which such claim; providedclaim shall be waived and extinguished, however(ii) to the extent arising out of any legislation not in force as of the Effective Date or any change of Law or administrative practice, which takes effect retroactively to periods prior to the foregoing shall Effective Date, (iii) which are merely estimates of Damages and not bar actual Damages or (iv) to the extent that the indemnifiable Damages have been incurred as a result of any insurance company that has made any payment to a Buyer failure by the Licensor Indemnified Party or Seller Licensee Indemnified Party from pursuing its lawful rights Party, as the case may be, to subrogation.mitigate such Damages as required by applicable law; and (ed) Except as set forth in no event shall Licensor or Licensee be liable for any damages of the type described in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements16.2.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller The Buyer Covered Persons shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller under Section 7.1(a)(i) and 7.1(a)(ii), unless and until the aggregate amount of liability for Losses thereunder exceeds $25,000 (the “Deductible”) at which point the Sellers will be obligated, jointly and severally, to indemnify the Buyer Covered Persons for the entire amount of all Losses in excess of the Deductible, subject to the other limitations on indemnification contained herein. The Deductible shall apply to Section 7.1(b)(i) but shall not apply to the Sellers’ indemnification obligations pursuant to Section 7.1(b)(ii). The maximum liability of the Sellers for indemnification of the Buyer Covered Persons pursuant to Section 7.1(a) and the maximum liability of the Sellers for indemnification of the Company pursuant to Section 7.1(b), as applicable, shall be equal to (i) the Purchase Price with respect to indemnification of the Buyer Covered Persons under Section 7.1(a)(i) or Section 7.1(a)(iii), and (ii) an amount equal to 30% of the aggregate amount Purchase Price with respect to (A) indemnification of the Buyer Indemnified Losses. In Covered Persons under Section 7.1(a)(ii) and (B) indemnification of the Company pursuant to Section 7.1(b); provided, however, that in no event shall the Sellers, individually or as a group, be responsible for aggregate liability of Seller indemnification under Section 7.2 7.1 in excess of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding Purchase Price, and for the foregoingavoidance of doubt, neither any obligations of the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification Sellers pursuant to Section 7.2(iii7.4(b) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising 7.5 for costs and expenses of the prevailing party shall not be included in determining whether the Sellers have exceeded the maximum limit on indemnification liability pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration UnitSection 7.3(a); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, The Buyer Covered Persons shall not be required entitled to indemnify or hold harmless double recovery for the same Losses. In calculating amounts payable to the Buyer Covered Persons hereunder, the amount of any indemnified Loss shall be determined without duplication of recovery by reason of the Seller Indemnified Parties on account state of any Seller Indemnified facts giving rise to such Loss under Section 7.3 unless the liability constituting a breach of Buyer in respect of such Seller Indemnified Lossmore than one representation, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3warranty, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) covenant or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6agreement. (c) The amount of indemnity claim hereunder any Loss for which indemnification is provided to Buyer Covered Persons shall be reduced by the amount net of any tax benefit actually realized amounts received by the Buyer Indemnified Parties or by the Seller Indemnified Parties Company (to the extent that such recovery by the Company applies to mitigate the loss of the Buyer Covered Persons with respect to the insured matter which originally gave rise to the claim for indemnification) with respect to such Loss under insurance policies or other third party sources (in each case, net of any costs and expenses incurred in connection with the collection of any such amounts, and net of any increase in insurance premiums as a result of such claim. (d) Loss). The amount of any indemnity claim hereunder shall be reduced by Buyer or the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesCompany, as the case may be, in connection with shall submit claims under and use commercially reasonable efforts to diligently pursue recovery under applicable insurance policies, if any, under which such claim; provided, however, Losses may be insured. Nothing herein shall require the foregoing shall not bar Buyer to obtain any such insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationpolicies. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the provisions of Section 7.2contrary: 11.4.1. in no event shall Seller be liable for, Seller shall not be or required to indemnify make any payment (other than a Pre-Closing Expense Payment) pursuant to Sections 11.2.1 or hold harmless 11.2.3 for any of Buyer Seller Indemnifiable Damages suffered by Purchaser Indemnified Parties on account unless and until the aggregate dollar amount of any Buyer Indemnified Losses under Section 7.2 unless all such Seller Indemnifiable Damages exceeds Six Hundred Twenty-Five Thousand Dollars ($625,000) (such amount, the liability of Seller in respect “Basket Amount”), and then only to the extent of such Buyer excess; provided, however the maximum aggregate indemnification available to the Purchaser Indemnified Loss, when aggregated with the liability of Seller Parties in respect of all Buyer Indemnified Losses under Section 7.2such breaches of representations or warranties by Seller contained herein shall be the amount of cash remaining in the Escrow Fund and as provided in, exceeds $250,000 and subject to the limitations contained in, Sections 2.2 and 2.3, the Interim Escrow Fund (the “Threshold Seller Cap Amount”); provided, further that breach of or inaccuracy in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount any of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first Sections 5.1.1 and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer 5.1.12 shall not be subject to the Basket Amount or the Seller Cap Amount. Nothing contained in this Agreement is intended to limit Purchaser’s right to recover Seller Indemnifiable Damages with respect to all Pre-Closing Expense Payments, without regard to the existence of the Basket Amount. 11.4.2. in no event shall Purchaser be liable for, or required to indemnify or hold harmless make any of payment pursuant to Section 11.3.1 for any Purchaser Indemnifiable Damages suffered by the Seller Indemnified Parties on account unless and until the aggregate dollar amount of any all such Purchaser Indemnifiable Damages exceeds the Basket Amount, and then only to the extent of such excess; provided, however, that the maximum aggregate indemnification available to the Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer Parties in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties such breaches of representations or warranties by Purchaser herein shall be entitled to indemnification from Buyer in an a dollar amount equal to the aggregate amount five percent (5%) of the Purchase Price (the “Purchaser Cap Amount”); provided, further, that breach of or inaccuracy in any of the representations and warranties of Purchaser set forth in Sections 6.1 or 6.4 shall not be subject to the Basket Amount or the Purchaser Cap Amount. 11.4.3. Purchaser shall look solely to the Escrow Fund with respect to any claim against Seller for a breach of or inaccuracy in any representation or warranty of Seller pursuant to Section 11.2.1 (other than with respect to a breach of or inaccuracy in any of the representations and warranties of Seller set forth in Sections 5.1.1 and 5.1.12), and shall have no recourse against Seller or any Seller Indemnified Losses exceed the Threshold AmountParty with respect to such claims. In no event Purchaser shall Buyer be liable under Section 7.3 of this Agreement for not seek, pursue or enter any judgment or collect (or attempt to collect) an amount in excess of the Ceiling AmountEscrow Fund with respect to such matters. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount Purchaser shall be applicable required to indemnification notify Seller of any claim against Seller for a breach of or inaccuracy in any representation or warranty of Seller pursuant to Section 7.3(iii) or Section 7.3(iv) or 11.2.1 (other than with respect to a breach of or inaccuracy in any of the representations and warranties of Buyer Seller set forth in Section 4.6. Sections 5.1.1 and 5.1.12) by the delivery of a notice in the form of Exhibit Q (ceach such notice, a “Notice of Escrow Claim” and such claim, a “Noticed Claim”) The amount prior to the Escrow Release Date. If Purchaser and Seller cannot mutually agree upon the settlement of indemnity claim hereunder such Noticed Claim from amounts in the Escrow Fund, Purchaser shall be reduced by deemed to have waived such Noticed Claim (and any right to collect from the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of Escrow Fund with respect to such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the parties agree date that is fifteen (15) months after the indemnification provisions in this Article 7 Closing Date. Nothing contained herein shall be prohibit or restrict Purchaser from, or obligate Purchaser to, look to the exclusive remedy of the parties Escrow Fund with respect to any claims between Seller Indemnifiable Damages that does not arise from a breach or inaccuracy in any representation or warranty of Seller. In the parties concerning event that Purchaser, in its sole discretion, elects to look to the Escrow Fund for the recovery of Indemnifiable Damages arising from a claim against Seller that does not arise from a breach or inaccuracy in any representation or warranty of Seller, Purchaser and Seller shall follow the procedure for recovering from the Escrow Fund as set out in this Agreement Section 11.4.3. 11.4.4. the maximum aggregate indemnification available to the Purchaser Indemnified Parties and the other Transaction purchaser indemnified parties under the Affiliate Agreements, taken together, in respect of all breaches of the representations, warranties, covenants and indemnities contained in Sections 5.1.18, 7.16, 11.2.5 and the correlative provisions under the Affiliate Agreements shall be $1,000,000, in the aggregate.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify Purchaser or hold harmless any Purchaser-Related Entities under this Agreement unless the aggregate of Buyer Indemnified Parties all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified LossPurchaser-Waived Breach, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 and (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal d) notwithstanding anything herein to the aggregate amount of contrary, the Buyer Indemnified Losses. In no event Basket Limitation and the Cap Limitation shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or not apply with respect to the representations and warranties Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in the first and second sentences of Section 3.25.3, Section 3.2(e)5.4 or Section 10.1 of this Agreement, Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties Cap Limitation shall be entitled to indemnification from Buyer inapplicable in an amount equal to the aggregate amount event of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) Seller's fraud or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6intentional misrepresentation. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Except as set forth in Section 7.5(b), Seller’s indemnification obligations in Sections 7.1(a)(i) or (ii) shall not exceed an aggregate amount equal to the Purchase Price (the “Cap Amount”). (b) Seller’s aggregate indemnification obligations under Sections 7.1(a)(i) and (ii), to the extent such obligations arise from a breach of any of the representations and warranties contained in Section 2.7(a) (Title), Section 2.13 (Intellectual Property) or Section 4.6 (Bulk Sales) shall not, when added to any amounts paid to satisfy indemnification obligations with respect to any other representations and warranties, exceed an aggregate amount equal to three (3) times the Cap Amount. In any event, the aggregate indemnification obligation of Seller under Sections 7.1(a)(i) and (ii) shall not exceed three (3) times the Cap Amount, and the limitation set forth in this Section 7.5(b) shall be inclusive of the limitation set forth in Section 7.5(a), and not in addition to such limitation. (c) Notwithstanding the provisions of Section 7.2this Article 7, Seller shall not be required to indemnify or hold harmless have any of Buyer Indemnified Parties on account of indemnification obligation under this Agreement for any Buyer Indemnified Losses (except Section 7.3) indemnification claims under Section 7.2 Sections 7.1(a)(i) and (ii) unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to and until the aggregate amount of the Buyer Indemnified Losses. In no event Losses of the Purchaser Indemnitee exceeds $25,000 in the aggregate, whereupon Seller shall be liable to indemnify the aggregate liability of Seller under Section 7.2 of this Agreement Purchaser Indemnitee only to the extent that such Losses exceed $2,000,000 25,000. (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iiid) The amount payable by a Seller Indemnitee or Section 7.2(iv) or Purchaser Indemnitee with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any insurance proceeds of insurance actually received by the Buyer Indemnified Parties Purchaser Indemnitee or Seller Indemnified Parties, Indemnitee as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties applicable with respect to the Loss, and each of the Purchaser Indemnitees and Seller Indemnitees hereby agrees to use reasonable efforts to collect any claims between and all insurance proceeds to which either may be entitled in respect of any Loss or to permit Seller or Purchaser to do so if permitted under the parties concerning this Agreement and the other Transaction Agreementsapplicable insurance policy.

Limitations on Indemnification. (a) Notwithstanding the any other provisions of this Article VIII to the contrary: (i) Seller Group shall not have any indemnification obligations for Losses under this Article VIII unless and until the aggregate amount of all such Losses for which Seller Group is liable hereunder exceeds an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Basket Amount”); provided, however, that (A) from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties under this Article VIII exceeds the Basket Amount then Seller Group shall be liable for all Losses (subject to the limitations set forth in Section 7.28.4(a)(ii)); and (B) any Losses relating to any breach of a Fundamental Representation, Sections 3.8 (Taxes), 3.12 (Environmental, Health and Safety Requirements), or 3.15 (Employees and Independent Contractors), or any Employee Benefit Plans shall not be subject to the Basket Amount and Seller Group shall be liable for the entire amount of such Losses. (ii) the aggregate indemnification to be paid by Seller Group under this Article VIII shall not exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the “Cap”); provided, however, that any Losses related to any breach by Seller Group of any Fundamental Representation, Section 3.8 (Taxes), Section 3.12 (Environmental, Health and Safety Requirements), or Section 3.15 (Employees and Independent Contractors) of this Agreement or with respect to any Employee Benefit Plans shall not be limited to the Cap. (b) Notwithstanding any other provisions of this Article VIII to the contrary: (i) Purchaser shall not have any indemnification obligations for Losses under this Article VIII unless and until the aggregate amount of all such Losses for which Purchaser is liable hereunder exceeds the Basket Amount; provided, however, that (A) from and after such time as the total amount of Losses actually incurred by the Seller Indemnified Parties under this Article VIII exceeds the Basket Amount then Purchaser shall be liable for all Losses (subject to the limitations set forth in Section 8.4(b)(ii)); and (B) any Losses relating to breach of Sections 5.1, 5.2, and 5.3, the ownership and operation of the Business after the Closing, any Assumed Liabilities, or any Nonreleased Lease shall not be subject to the Basket Amount and Purchaser shall be liable for the entire amount of such Losses; and (ii) the aggregate indemnification to be paid by Purchaser under this Article VIII shall not exceed the Cap; provided, however, that any Losses related to any breach of Sections 5.1, 5.2, and 5.3, the ownership and operation of the Business after the Closing, any Assumed Liabilities, or the Nonreleased Leases, or any breach by Purchaser with respect to any ongoing covenant set forth in this Agreement, shall not be limited to the Cap. (c) Neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall be entitled to indemnification pursuant to Section 8.2 or Section 8.3 with respect to any matter of which Purchaser or Seller Group, respectively, waived in writing or waived by failing to provide a timely written notice as provided in this Agreement. Seller Group shall not be required to indemnify or hold harmless any of Buyer Purchaser Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations Party and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer Purchaser shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal Party to the aggregate amount extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Party seeking indemnification. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) After the Closing, the rights set forth in this Article IX shall be each party’s sole and exclusive remedies against the other parties hereto for breaches of or inaccuracies in representations and warranties or breaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the provisions foregoing, nothing herein shall (i) prevent any Indemnified Party from bringing an action based upon allegations of Section 7.2fraud with respect to any party in connection with this Agreement and the Related Documents or (ii) prohibit any party from seeking specific performance or injunctive relief against any other party of any covenant hereunder. In the event an action based upon allegations of fraud with respect to any party in connection with this Agreement and the Related Documents is brought, the prevailing party’s attorneys’ fees and costs shall be paid by the nonprevailing party. (b) Any indemnification payable under this Article IX shall be, to the extent permitted by law, an adjustment to the Purchase Price. (c) Seller shall not be required to will indemnify or in full, defend and hold harmless any of Buyer Indemnified Parties on account against any Losses pursuant to Section 9.02(a) only if the aggregate amount of any all Losses for which the Buyer Indemnified Losses Parties would be entitled to indemnification under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, 9.02(a) exceeds $250,000 (the “Threshold AmountBasket”), in which event case Seller shall be liable to the Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to hereby for the aggregate amount of all such Losses (and not just the Buyer Indemnified Losses. In no event Losses in excess of the Basket); provided, however, that the limitations set forth in this Section 9.05(c) shall the aggregate liability not apply to (i) breaches of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth contained in the first Sections 4.01 (Incorporation; Power and second sentences of Section 3.2, Section 3.2(eAuthority), Section 3.8 4.02 (Execution, Delivery; Valid and Section 3.10. Seller may satisfy any obligations arising pursuant Binding Agreement), 4.08 (Title to this Article 7 in any combination of cash Assets) or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in partii) Losses by surrendering Consideration Units for redemption at least five business days prior to the due date reason of any such payment. (b) Notwithstanding claims brought on the provisions basis of Section 7.3, Buyer shall not be required to indemnify fraud or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimwillful misconduct. (d) The Buyer will indemnify in full, defend and hold harmless Seller Indemnified Parties against any Losses pursuant to Section 9.03(a) only if the aggregate amount of any indemnity claim hereunder all Losses for which the Seller Indemnified Parties would be entitled to indemnification under Section 9.03(a) exceeds the Basket, in which case Buyer shall be reduced by liable to the Seller Indemnified Parties hereby for the aggregate amount of any proceeds all such Losses (and not just the Losses in excess of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claimBasket); provided, however, that the foregoing limitations set forth in this Section 9.05(d) shall not bar apply to Losses by reason of any insurance company that has made any payment to a Buyer Indemnified Party claims brought on the basis of fraud or Seller Indemnified Party from pursuing its lawful rights to subrogationwillful misconduct. (e) Except as set forth in Section 9.6(b)Notwithstanding anything to the contrary contained herein, no Indemnifying Party shall be liable to or otherwise responsible to any Indemnified Party for punitive damages that arise out of or relate to this Agreement or the parties agree performance or breach thereof or any Liability excluded or assumed hereunder; provided, however, that the indemnification provisions in this Article 7 exclusion of punitive damages shall not apply to the extent that such damages are found by a court of competent jurisdiction to be the exclusive remedy liabilities of the parties with respect such Indemnified Party pursuant to any claims between the parties concerning this Agreement and the other Transaction AgreementsClaim which results in a Loss to such Indemnified Party.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of The Buyer Indemnified Parties on account of will not be entitled to recover any Buyer Indemnified Losses under Section 7.2 unless 7.2(a)(ii) until such time as the liability total amount of Seller in respect all such Losses that have been directly suffered or incurred by any one or more of such the Buyer Indemnified LossParties, when aggregated with or to which any one or more of the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2Parties has or have otherwise directly become subject, exceeds $250,000 50,000 (the “Threshold AmountLoss Threshold”), in which event case the Buyer Indemnified Parties shall will be entitled to indemnification from Seller in an amount equal to recovery for all such Losses, including Losses within the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentLoss Threshold. (b) Notwithstanding (i) The maximum aggregate amount of Losses that the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall will be entitled to indemnification recover under Section 7.2(a)(ii) of this Agreement, excluding Losses arising from Buyer any breach of or inaccuracy in an amount equal any Seller Fundamental Representations, will be limited to the Holdback Cash Consideration; (ii) the maximum aggregate amount of Losses that the Seller Buyer Indemnified Losses exceed the Threshold Amount. In no event shall Buyer Parties will be liable entitled to recover under Section 7.3 7.2(a)(ii) of this Agreement for Losses arising from any amount breach of or inaccuracy in excess Section 2.11 (Intellectual Property) will be limited to 50% of the Ceiling Amount. Notwithstanding Purchase Price; and (iii) the foregoingmaximum aggregate amount of Losses that the Buyer Indemnified Parties will be entitled to recover under all other sections of this Agreement, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to including under Section 7.3(iii7.2(a)(ii) or Section 7.3(iv) or of this Agreement with respect to Losses arising from any breach of or inaccuracy in any Seller Fundamental Representations (other than the representations and warranties of Buyer set forth in Section 4.62.11 (Intellectual Property)), will be limited to the Purchase Price. (c) The maximum aggregate amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or Losses that the Seller Indemnified Parties as a result of such claimwill be entitled to recover under this Agreement will be limited to an amount equal to the Purchase Price. (d) The amount Any Losses hereunder will be determined without duplication of any indemnity claim hereunder shall be reduced by recovery that would result from the amount set of any proceeds facts giving rise to such Losses constituting a breach or other violation of insurance actually received by the Buyer Indemnified Parties more than one representation, warranty or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationcovenant hereunder. (e) Except as set forth in There will be no obligation to indemnify under Section 9.6(b), 7.2 to the parties agree that extent the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect Loss relates to any claims between the parties concerning this Agreement and breach of representation, warranty, or covenant expressly waived in writing by the other Transaction AgreementsParty. (f) In calculating the amount of any Losses in respect of any breach of or inaccuracy in any representation or warranty or the non-fulfillment or breach of any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warranty, covenant or agreement will be disregarded. (g) Any indemnification payment made by Seller or offset against the Holdback Cash Consideration will be deemed a reduction in the Purchase Price.

Limitations on Indemnification. (a) Notwithstanding To the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer extent that the Partnership Indemnified Parties on account of would otherwise be entitled to indemnification for Damages pursuant to Section 6.1(i), Development and Operations shall be liable only if (i) the Damages with respect to any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds individual claim exceed $250,000 25,000 (the “Threshold Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $1,600,000 (the “Deductible Amount”), in which event Buyer Indemnified Parties and then Development and Operations shall be entitled to indemnification from Seller in an amount equal liable only for Damages to the aggregate amount extent of any excess over the Buyer Indemnified LossesDeductible Amount. In no event shall the Development’s and Operations’ aggregate liability of Seller to the Partnership Indemnified Parties under Section 7.2 of this Agreement 6.1 exceed $2,000,000 16,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Deductible Amount nor and the Ceiling Amount shall be applicable not apply to indemnification pursuant to Section 7.2(iii) breaches or Section 7.2(iv) or with respect to the inaccuracies of representations and warranties of Seller set forth contained in the first and second sentences of Section 3.1, Section 3.2, Section 3.2(e3.4(a), Section 3.8 3.18 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment3.19. (b) Notwithstanding To the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of extent that the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall Partnership would otherwise be entitled to indemnification from Buyer for Corrosion Costs pursuant to Section 6.4, Development and Operations shall be liable only if the Corrosion Costs exceed, in the aggregate, $1,500,000 (the “Annual Corrosion Indemnification Deductible Amount”) during any annual period commencing on the Closing Date or any anniversary thereof (each, an amount equal “Annual Period”), and then Development and Operations shall be liable only for Corrosion Costs incurred during any Annual Period to the aggregate amount extent of any excess over the Seller Indemnified Losses exceed the Threshold Annual Corrosion Indemnification Deductible Amount. In no event shall Buyer be liable Development’s and Operations’ aggregate liability to the Partnership under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.66.4 exceed $20,000,000. (c) The amount of indemnity claim hereunder shall Additionally, neither the Partnership, on the one hand, nor Development and Operations, on the other hand, will be reduced liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the amount of any tax benefit actually realized by indemnified party or parties except to the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimextent resulting pursuant to Third Party Indemnity Claims. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding anything to the provisions of Section 7.2contrary contained in this Agreement, Seller shall not be required obligated to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses (i) under Section 7.2 8.2(a), unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect aggregate of all Buyer Indemnified Losses under Section 7.2, Damages exceeds Ten Thousand Dollars ($250,000 10,000) (the “Threshold AmountSeller’s Basket”), in which event case the Buyer Indemnified Parties shall be entitled to indemnification from Seller recover all Buyer Damages, in an amount equal excess of the Seller’s Basket or (ii) under Section 8.2, to the extent that the aggregate amount of all Buyer Damages exceeds (A) One Million dollars ($1,000,000) less any Payment Amounts delivered by Buyer under Section 6.9 (“Seller’s Cash Indemnification Cap”) plus (B) the aggregate value of 50% of the shares of Buyer’s common stock issuable under the Warrant as such value is determined in Section 12 of the Warrant (“Seller’s Warrant Indemnification Cap”; and together with Seller’s Cash Indemnification Cap, “Seller’s Indemnification Cap”); provided, however, that (I) the Seller’s Basket and the Seller’s Indemnification Cap shall not apply to any such indemnification obligations arising out of, relating to or resulting from (y) fraud or intentional misrepresentation by Seller; or (z) a breach of any of the Fundamental Representations and (II) except for Buyer Indemnified Losses. In Damages arising out of, relating to or resulting from fraud by Seller, in no event shall the aggregate liability of Seller all Buyer Damages hereunder exceed the Consideration. The preceding notwithstanding, except for Buyer Damages arising out of, relating to or resulting from fraud by Seller, if Buyer shall have a claim for indemnification under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”8.2(c) which it would also have a claim for indemnification under Section 8.2(a). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall which claim would be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect subject to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash Seller’s Basket or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration UnitSeller’s Indemnification Cap, then the Seller’s Basket shall apply to such claim even if brought under Section 8.2(c); provided thatprovided, Seller must provide written notice however, that the Seller’s Basket shall not apply to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units Claim for redemption at least five business days prior to the due date of any such paymentan Excluded Liability that is listed on Schedule 2.3(a). (b) Notwithstanding anything to the provisions of Section 7.3contrary contained in this Agreement, Buyer shall not be required obligated to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 8.3(a) (i) unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect aggregate of all Seller Indemnified Losses under Section 7.3, Damages exceeds Ten Thousand Dollars ($10,000) (the Threshold Amount“Buyer’s Basket”), in which event case Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the recover all Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount Damages, in excess of the Ceiling Amount. Notwithstanding Buyer’s Basket or (ii) to the foregoing, neither extent that the Threshold Amount nor aggregate of all Seller Damages exceeds the Ceiling Amount shall be applicable Closing Cash Consideration and the aggregate Note Consideration paid by Buyer to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect Seller under the representations and warranties of Buyer set forth in Section 4.6. Promissory Note (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim“Buyer’s Indemnification Cap”); provided, however, that (I) the foregoing Buyer’s Basket and the Buyer’s Indemnification Cap shall not bar apply to any insurance company that has made Buyer indemnification obligation arising out of, relating to or resulting from (y) fraud or intentional misrepresentation by Buyer; or (z) a breach of any payment to a Buyer Indemnified Party of Buyer’s representations or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth warranties in Section 9.6(b)5.4 and (II) except for Seller Damages arising out, relating to or resulting from fraud by Buyer, in no event shall the parties agree that aggregate of all Seller Damages hereunder exceed the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsConsideration.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller Sapphire shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Indemnitee for the Specified Indemnity Matters pursuant to Section 9.02(f) or any Taxes pursuant to Section 9.02(c)(vi) with respect to Losses under Section 7.2 unless the liability of Seller in respect of such indemnifiable thereunder incurred by Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to Indemnitees until the aggregate amount of such Losses, when taken together with all other Losses subject to indemnification pursuant to Section 9.02(c)(vi) and Section 9.02(f) (or otherwise subject to coverage under the R&W Insurance Policy, irrespective of any retention thereunder) exceeds the retention under the R&W Insurance Policy (including, for the avoidance of doubt, the “step-down” thereof (the “Retention”), after which Sapphire shall be obligated for fifty percent (50%) of the Buyer Indemnified LossesIndemnitees’ Losses indemnifiable under Section 9.02(f) and Section 9.02(c)(vi) to the extent in excess of the Retention. In Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall amount required to be applicable to indemnification paid by Sapphire pursuant to Section 7.2(iii9.02(f) or Section 7.2(iv9.02(c)(vi) or exceed an amount equal to (x) $162,500,000 less (y) fifty percent (50%) of the total amount actually recovered by the Buyer Indemnitees pursuant to the R&W Insurance Policy. Any Losses required to be indemnified by Sapphire pursuant to Section 9.02(f) and Section 9.02(c)(vi) shall be satisfied by setting off the amount of such indemnifiable Losses against the Earnout Payment, it being acknowledged and agreed that such right of setoff shall be the sole and exclusive remedy of the Buyer Indemnitees with respect to the representations and warranties of Seller set forth in the first and second sentences of claims pursuant to Section 3.2, Section 3.2(e), Section 3.8 9.02(f) and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit9.02(c)(vi); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Sapphire shall not be required to indemnify any Buyer Indemnitee for Losses indemnifiable pursuant to Section 9.02(g) until the aggregate amount of such Losses exceeds $50,000,000 (the “Section 9.02(g) Deductible”), after which Sapphire shall be obligated for the Buyer Indemnitees’ Losses indemnifiable under Section 9.02(g) to the extent in excess of the Section 9.02(g) Deductible as set forth Section 9.04(c)(ii). (c) Notwithstanding anything to the provisions contrary contained in this Agreement, (i) Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent the Buyer Indemnitees have been actually recovered or been compensated in respect of such Loss through the adjustment to the Upfront Purchase Price under Section 7.32.10 or Section 2.11 (it being acknowledged that the intent of this provision is to avoid “double counting”) or for Losses to the extent attributable to any breach by Buyer of any covenant or agreement pursuant to Section 2.12 or Article VI and (ii) no Party shall be liable for any otherwise indemnifiable Losses in excess of the Upfront Purchase Price in the aggregate. (d) Sapphire shall not be required to indemnify any Buyer Indemnitee pursuant to Section 9.02(a), Section 9.02(c), Section 9.02(f) or Section 9.02(g) with respect to Losses incurred by Buyer Indemnitees, and Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Indemnitee pursuant to Section 7.3 9.03(c), unless the liability such claim or series of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified related claims involve Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation$200,000. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions Nothing in this Article 7 Section 9.05 or elsewhere in this Agreement shall be the exclusive remedy of the parties with respect to limit any claims between the parties concerning this Agreement and the other Transaction Agreementsof Fraud.

Limitations on Indemnification. (a) Notwithstanding Except with respect to Excluded Claims and subject to Section 9.5(d), the provisions indemnification obligations of the Participating Holders for Damages for the matters specified in Section 7.29.1(a)(i) shall be limited to an amount equal to the Escrow Amount (the “General Cap”). Claims for Damages under this Agreement (other than pursuant to Sections 9.1(b) and 9.5(d)) shall be: (i) first against the Escrow Amount; and (ii) second, Seller shall not be required after such time as all Initial Escrow Amount deposited into the Escrow Amount have been exhausted, are subject to indemnify preexisting indemnification claims or hold harmless any have otherwise been distributed to the Participating Holders, and only prior to the deposit of Buyer Indemnified Parties on account the Additional Escrowed Funds, by set off against ten percent (10%) of any Buyer Indemnified Losses under unpaid Initial Order Cash Consideration or unpaid Performance Payment. Parent shall seek payment for Damages indemnifiable pursuant to Sections 9.1(b) and 9.5(d) directly from the applicable Significant Stockholder. (b) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 7.2 unless 9.5(d): (i) no Participating Holder shall be liable for an amount in excess of such Participant’s Pro Rata Proportion of the liability of Seller Damages in respect of such Buyer Indemnified Lossmatter; and (ii) no Participating Holder shall have an indemnification obligation under this Agreement in excess of the aggregate amount of the Merger Consideration actually received by such Participating Holder pursuant to this Agreement or the Phantom Equity Agreement. (c) Subject to Section 9.5(d), when aggregated with Parent shall not be permitted to recover any Damages under this Article IX until such Damages exceed, in the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2aggregate, exceeds $250,000 500,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to provided, that, after the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, Damages exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither only those Damages above the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced recoverable by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimParent. (d) The amount of any indemnity claim hereunder shall be reduced by Notwithstanding anything to the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, contrary contained in connection with such claim; provided, howeverthis Agreement, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as limitations set forth in Section 9.6(b)9.5 shall not be applicable to claims against a Participating Holder based upon fraud committed by such Participating Holder, the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreementslimitations set forth in Section 9.5(c) shall not be applicable to claims based on Section 9.1(a)(iv) (Taxes).

Limitations on Indemnification. (a) Notwithstanding To the provisions of Section 7.2, Seller extent that a Party hereto shall not be required have any obligation to indemnify or and hold harmless any other Person hereunder, such obligation shall not include lost profits or other consequential, special, punitive, incidental or indirect damages (and the injured Party shall not recover for such amounts), except to the extent such amounts are required to be paid to a third party other than an Indemnified Party or a Person affiliated therewith. (b) Except in the case of Buyer Indemnified Parties on account of fraud or intentional misrepresentation, ResCap shall not have any obligation to indemnify any Buyer Indemnified Losses under Party pursuant to Section 7.2 7.2(a)(i) relating to or arising out of a breach of any of the representations and warranties made by ResCap and Seller pursuant to Section 3.1(e)(ii) or (iii) unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to and until the aggregate amount of all Losses subject to indemnification thereunder shall exceed 0.5% of the Buyer Indemnified Losses. In Firm Bid Price, as adjusted pursuant to Sections 2.3 and 2.4 (the “Deductible”), and once the Deductible is exceeded, ResCap shall be liable for only those Losses in excess of the Deductible. (c) Except in the case of fraud or intentional misrepresentation, in no event shall the aggregate liability of ResCap for Losses pursuant to Section 7.2(a)(i) relating to or arising out of a breach of any of the representations and warranties made by ResCap and Seller under pursuant to Section 7.2 of this Agreement 3.1(e)(ii) or (iii) exceed $2,000,000 an amount equal to the Firm Bid Price, as adjusted pursuant to Sections 2.3 and 2.4 (the “Ceiling AmountCap”). . (d) Notwithstanding anything to the foregoingcontrary in this Agreement, the Parties agree that neither the Threshold Amount Deductible nor the Ceiling Amount Cap shall be applicable apply with respect to any Losses pursuant to which any Buyer Indemnified Party is entitled to indemnification pursuant to Section 7.2(iii7.2(a)(iii). (e) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or Section 7.2(ivsuffered by an Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Person (or any of its controlled Affiliates that are Indemnified Persons) with respect to such Losses and (ii) any other recoveries pursuant to indemnification rights directly relating to such Loss obtained by the representations and warranties Indemnified Person (or any of Seller set forth its controlled Affiliates that are Indemnified Persons) from any other third party, less, in the first case of each of clauses (i) and second sentences (ii) of Section 3.2this sentence, Section 3.2(e)all Losses related to the pursuing and receipt of such recoveries and any related recoveries. If any such net proceeds or recoveries are actually received by an Indemnified Person (or any of its controlled Affiliates that are Indemnified Persons) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person with respect thereto, Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant the Indemnified Person (or such Affiliate) shall pay to this Article 7 in any combination the Indemnifying Person the amount of cash such net proceeds or recoveries (up to the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer amount of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such Indemnifying Person’s payment). (bf) Notwithstanding Upon making any payment to an Indemnified Person in respect of any Losses, the provisions Indemnifying Person shall, to the extent of such payment, be subrogated to all rights of the Indemnified Person (and its Affiliates) against any insurance company from which the Indemnified Person (and its controlled Affiliates that are Indemnified Persons) has insurance in respect of the Losses to which such payment relates. Such Indemnified Person (and its controlled Affiliates that are Indemnified Persons) and Indemnifying Person shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. To the extent the exercise of rights under this Section 7.37.4(f) directly results in higher insurance premiums for the Indemnified Person, Buyer the incremental cost of such higher premiums shall constitute “Losses.” (g) If (i) the Indemnifying Party has expressly confirmed in writing its obligation to indemnify an Indemnified Party for a Third Party Claim (or been deemed to have confirmed its obligation to indemnify by assuming the defense of such Third Party Claim) and (ii) the Indemnified Party is entitled to indemnification from a third party unaffiliated with such Indemnified Party, then, promptly at the written request of the Indemnifying Party, the Indemnified Party shall use commercially reasonable efforts to enforce its rights in respect of such third party indemnification; provided, that (x) any out-of-pocket costs or expenses incurred by the Indemnified Party in connection with such efforts shall constitute Losses hereunder and (y) the Indemnified Party shall not be required to indemnify bring any action or hold harmless pursue any of claim under arbitration or mediation to enforce its rights or otherwise take any action that the Seller Indemnified Parties on account of Party determines in its reasonable judgment would be detrimental in any Seller Indemnified Loss under material respect to any ongoing business relationship with such third party. Notwithstanding anything to the contrary in this Section 7.3 unless the liability 7.4, ResCap shall not have any right, directly or indirectly, to pursue any indemnification rights of Buyer in respect of such Seller Indemnified Lossor Subsidiary under the MSRAs or otherwise, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal except to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall extent directed in writing by Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Servicing Agreement. (ch) The amount of indemnity claim hereunder Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party (subject to clause (g) above) or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that no party shall be reduced by the amount of required to use such efforts if such efforts (i) would require such party to pay any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claimout-of-pocket amount; provided, however, that if an Indemnified Party has actual knowledge of an opportunity to mitigate any Loss that involves paying an out-of-pocket amount, then such Indemnified Party shall provide reasonable notification to the foregoing Indemnifying Party of such opportunity and if, after receipt of such notification, the Indemnifying Party elects to provide an Indemnified Party with immediately available funds with instructions to use such funds to mitigate any Losses, such Indemnified Party shall use such funds for purposes of satisfying its obligations under this subsection (h) in accordance with the reasonable instructions of the Indemnifying Party (it being understood and agreed that funds supplied by an Indemnifying Party to an Indemnified Party and used to mitigate Losses shall not bar any insurance company that has made any represent payment by the Indemnifying Party to a Buyer the Indemnified Party or Seller for reimbursement of indemnified Losses); provided, further, that failure by the Indemnified Party from pursuing to provide any such notification shall not relieve the Indemnifying Party of any of its lawful rights indemnification obligations hereunder except to subrogation. (e) Except as set forth in Section 9.6(b)the extent, and solely to the extent, the parties agree that Indemnified Party fails to use commercially reasonable efforts to notify the indemnification provisions Indemnifying Party of an opportunity to mitigate any Loss as contemplated hereby and the Indemnifying Party is materially prejudiced by such failure, or (ii) otherwise would be detrimental in this Article 7 shall be the exclusive remedy of the parties with any material respect to any claims between ongoing business relationship of the parties concerning this Agreement and the other Transaction AgreementsIndemnified Party with any third party.

Limitations on Indemnification. (a) Notwithstanding anything in this Article IX to the provisions of Section 7.2contrary, Seller shall not be required to indemnify or hold harmless any of no Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties Party shall be entitled to indemnification from Seller in an amount equal to for Losses arising under Section 9.2 (i) unless and until the aggregate amount of any and all such Losses sustained or incurred by all Buyer Indemnified Parties exceeds an aggregate amount equal to Fifty Thousand ($50,000) Dollars (the “Basket Amount”), after which the Seller shall be obligated (subject to Section 9.4(b) below) for any and all Losses of the Buyer Indemnified Losses. In no event shall Parties including the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (Basket Amount; provided, however, that any claim by the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification Buyers pursuant to Section 7.2(iii9.2(i) or Section 7.2(iv) or with respect to as a result of a breach by the Seller of the representations and warranties in Section 3.21 (“Taxes”) shall be payable without regard to the Basket Amount. Correspondingly, no Seller Indemnified Party shall be entitled to indemnification for Losses arising under Section 9.3(i) unless and until the aggregate amount of any and all such Losses sustained or incurred by all Seller set forth in Indemnified Parties exceeds the first Basket Amount, after which the Buyers shall be obligated (subject to Section 9.4(b) below) for any and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer all Losses of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to Seller Indemnified Parties including the due date of any such paymentBasket Amount. (b) Notwithstanding anything in this Article IX to the provisions of Section 7.3contrary, Buyer shall not be required to indemnify or hold harmless any of the Seller (i) no Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties Party shall be entitled to indemnification from Buyer in an amount equal for Losses with regard to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount Sections 9.2(i) or 9.3(i), respectively, in excess of One Million Five Hundred Thousand ($1,500,000) Dollars, except that the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The maximum amount of indemnity claim hereunder shall indemnifiable Losses which may be reduced recovered by the amount of any tax benefit actually realized by either the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, arising out of or resulting from the breach of any Fundamental Representation shall be the amount of the Cash Purchase Price, as the same may be reduced by the Adjustment Amount pursuant to Section 2.6 of this Agreement, and (ii) the maximum amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties with regard to Section 9.2(ix) shall be the amount of the Cash Purchase Price, as the same may be reduced by the Adjustment Amount pursuant to Section 2.6 of this Agreement. (c) The limitations contained in connection with such claim; provided, however, the foregoing preceding Sections 9.4(a) and 9.4(b) shall not bar apply to any insurance company that has made Losses sustained or incurred by any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights arising, out of or relating to subrogationany claim of fraud. (d) It is agreed that for the purpose of making a claim for indemnification, the expiration of any one survival period, as set forth in Section 9.1(b), of certain representations and warranties, shall not affect the ability to make any claim for indemnification hereunder under any other representations and warranties still surviving; provided, however, that no Party shall be entitled to make a claim for indemnification more than once on account of the same facts and circumstances or to aggregate the same for purposes of the Basket Amount. (e) Except as set forth in Section 9.6(b)Notwithstanding any other provision of this Agreement to the contrary, neither Seller nor the parties agree that the indemnification provisions in this Article 7 Buyers and Parent shall be required to indemnify, hold harmless or otherwise compensate any Indemnified Party for special, exemplary, indirect or consequential damages, including lost profits, loss of business reputation or opportunity, diminution in value or damages based on a multiple of earnings or similar financial measure, whether based on tort, contract or strict liability theories of liability, except to the exclusive remedy of the parties with respect extent that such damages are required to any claims between the parties concerning this Agreement be paid by either Party to a third party and the other Transaction Agreementsarise from an event that is indemnifiable under Sections 9.2 and 9.3 hereof.

Limitations on Indemnification. (a) Notwithstanding In addition to the provisions other limitations contained in this Agreement, the indemnification obligations of Section 7.2, Seller under this Article XI are subject to the following terms and conditions: (i) Seller shall be liable to the Purchaser and Purchaser Related Parties under Sections 11.01(a) and 11.01(c) (except with respect to Fundamental Reps, to which this clause (i) shall not be required to indemnify or hold harmless any apply) only if the aggregate amount of Buyer Indemnified Parties on account of any Buyer Indemnified all Losses under Section 7.2 unless Sections 11.01(a) and 11.01(c) exceeds one and one-half percent (1.5%) of the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 Purchase Price actually paid (the “Threshold AmountThreshold”), in which event Buyer Indemnified Parties case Seller shall be entitled obligated to indemnification from Seller in an amount equal to indemnify the Purchaser and Purchaser Related Parties for the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller all such Losses under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iiiSections 11.01(a) or Section 7.2(ivand 11.01(c) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer excess of the intent to make Threshold; and (ii) Seller shall have no liability for indemnification hereunder for any Loss arising from a payment (change in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date contrary judicial interpretation of any such paymentfederal, foreign, state or local law after the Sale Date having a retroactive effect. (b) Notwithstanding In addition to the provisions other limitations contained in this Agreement, except with respect to Purchaser’s obligation to pay the Purchase Price and reimburse Seller for Advances in accordance with the terms of Section 7.3this Agreement, Buyer Purchaser’s indemnification obligations under this Article XI are subject to the following terms and conditions: Purchaser shall be liable to the Seller and Seller Related Parties under Sections 11.02(a) and 11.02(c) (except with respect to Fundamental Reps, to which this limitation shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to apply) only if the aggregate amount of all Losses under Sections 11.02(a) and 11.02(c) exceeds the Threshold, in which case Purchaser shall be obligated to indemnify the Seller Indemnified and Seller Related Parties for all such Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount Sections 11.02(a) and 11.01(c) in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Threshold. (c) The amount In determining (i) whether there has been a breach of indemnity claim hereunder shall be reduced any representation or warranty by Seller or Purchaser pursuant to Section 11.01(a) or Section 11.02(a), respectively, and (ii) the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of Loss arising from such claim. (d) The amount of any indemnity claim hereunder breach, such representation and warranty shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect considered without regard to any claims between qualification by or reference to the parties concerning this Agreement and the words “Seller Material Adverse Effect,” “Purchaser Material Adverse Effect,” “material,” “materially” or any other Transaction Agreementssimilar words contained therein.

Limitations on Indemnification. (a) Notwithstanding Subject to Section ‎10.3(d): (i) except with respect to a breach of the provisions of Section 7.2Fundamental Representations, Seller the Indemnifying Parties shall not be required have any obligation to indemnify or hold harmless any of Buyer the Indemnified Parties on account pursuant to Section ‎10.2(a)(i) or Section ‎10.2(b)(i), as applicable, until the aggregate amount of any Buyer Indemnified Losses under that would otherwise be subject to indemnification pursuant to Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, ‎10.2(a)(i) exceeds $250,000 150,000 (the “Threshold AmountDeductible”), in which event Buyer whereupon the applicable Indemnified Parties shall be entitled to receive amounts for only those Losses in excess of the Deductible; (ii) except with respect to a breach of the Fundamental Representations, in no event shall the cumulative indemnification from obligations of the Seller pursuant to Section ‎10.2(a)(i) in an amount equal the aggregate exceed the Indemnity Escrow Amount; (iii) in no event shall the cumulative indemnification obligations of the Seller pursuant to Section ‎10.2(a) or the Buyer pursuant to Section ‎10.2(b) exceed the Final Purchase Price; and (iv) notwithstanding anything in this Agreement to the aggregate amount of contrary, the Buyer Indemnified Parties shall not be entitled to indemnification hereunder: (i) to the extent any Loss arises from actions taken or not taken by Buyer or on behalf of Buyer, or any event or occurrence occurring, after Closing and (ii) for any Taxes attributable to Post-Closing Periods. (b) For purposes of determining the failure of any representations or warranties to be true and correct or the breach of any covenant and for calculating the amount of any Losses under this ‎Article 10, each such representation and warranty or covenant shall be read without regard to any qualification or reference to “materiality”, “material”, “Material Adverse Effect” or other similar materiality qualifications or references contained in or otherwise applicable to such representation or warranty or covenant. (c) Nothing in this Agreement shall in any way limit or prohibit Buyer’s right to make any claims or recover any proceeds under the R&W Insurance Policy, whether for breaches under this Agreement or any other claim that may be permitted to be made under the R&W Insurance Policy. Each Indemnified Party shall , to the extent required by applicable law, take commercially reasonable steps to mitigate Losses subject to indemnification hereunder upon becoming actually aware of the existence of such indemnifiable Losses, it being understood that nothing in this Agreement shall require any Indemnified Party to commence litigation to recover proceeds under any insurance policy (including the R&W Insurance Policy). The amount of any Losses for which indemnification is provided under this ‎Article 10 shall be reduced by any insurance proceeds actually received by an Indemnified Party under insurance policies in respect of such indemnifiable Losses (net of collection costs, enforcement costs, deductibles, premium increases and similar items incurred in connection with claiming and collecting such proceeds and net of any costs and expenses incurred by any Indemnified Party in analyzing coverage availability and pursuing any claims made under any insurance policy). To the extent that any amount is recovered by any Indemnified Party under an insurance policy (including the R&W Insurance Policy, if applicable) or any other source of indemnification after the date that an indemnity payment is made hereunder, then such Indemnified Party shall pay over to the Indemnifying Party such amounts (less any costs of collection, enforcement and increases in premium) as promptly as reasonably practicable after such proceeds are received. Notwithstanding the foregoing, a Buyer Indemnified Party will not be required to repay amounts actually received from an insurer (including the insurer under the R&W Insurance Policy) to the extent such Buyer Indemnified Party’s total Losses exceed the limits of the R&W Insurance Policy or the amounts received thereunder. In no event shall the aggregate liability of Seller under Section 7.2 any Buyer Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” for purposes of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingincluding amounts indemnifiable under Section ‎10.2) be deemed to include, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii(a) punitive damages (except as awarded in Third Party Claims) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3liability, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal damage or expense to the aggregate amount extent included in the calculation of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimFinal Working Capital. (d) The amount Notwithstanding anything in this Agreement to the contrary, in no event shall any provision of this Agreement limit or restrict the rights or remedies of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified other Person for Fraud. In the event of any breach of a representation, warranty, covenant or agreement by an Indemnifying Party arising from pursuing its lawful rights or relating to subrogation. (e) Except as set forth in Section 9.6(b)Fraud, the parties agree that the indemnification provisions in this Article 7 such representation, warranty, covenant or agreement shall be the exclusive remedy survive consummation of the parties with respect to transactions contemplated hereby and continue in full force and effect without any claims between the parties concerning this Agreement and the time, economic, procedural or any other Transaction Agreementslimitation.

Limitations on Indemnification. (a) Notwithstanding To the provisions extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Section 7.24.6), Seller Anadarko shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified liable for those Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed Losses exceeds $2,000,000 3,000,000 (the “Ceiling AmountDeductible”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect and then only to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date extent of any such paymentexcess. (b) Notwithstanding In addition, to the provisions of extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 7.39.3(a), Buyer Anadarko shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of liable for such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amountthat exceed, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of aggregate, $75,000,000 less the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Deductible. (c) The amount Notwithstanding Section 9.8(a) and (b), to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses arising from a breach of indemnity claim hereunder the representations and warranties in Section 4.6, pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e), or for claims arising from fraud, Anadarko shall be reduced by fully liable for such Losses without respect to the amount of any tax benefit actually realized by Deductible in Section 9.8(a) and the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimlimitations in Section 9.8(b). (d) The To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for those Losses unless the aggregate amount of any indemnity claim hereunder shall be reduced by Losses exceeds, in the amount aggregate, the Deductible, and then only to the extent of any proceeds of insurance actually received by such excess. In addition, to the Buyer extent the Anadarko Indemnified Parties or Seller Indemnified Partiesare entitled to indemnification for Losses pursuant to Section 9.2(a), as the case may bePartnership shall not be liable for such Losses that exceed, in connection with such claim; providedthe aggregate, however, $30,000,000 less the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationDeductible. (e) Except as set forth Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to the Deductible and the limitations in Section 9.6(b9.8(d), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding All of the provisions representations, warranties, covenants, and obligations of Section 7.2Company contained in this Agreement, Seller the Disclosure Schedule, or any certificate, document, or other writing delivered pursuant to this Agreement shall not be required survive the Closing hereunder (even if Parent knew or had reason to indemnify or hold harmless any of Buyer Indemnified Parties on account know of any Buyer Indemnified Losses under Section 7.2 unless misrepresentation or breach of warranty or covenant at the liability time of Seller the Closing) and continue in respect of full force and effect survive through the date that is one hundred and eighty (180) days after the Closing Date or, if such Buyer Indemnified Lossdate does not fall on a Business Day, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 first Business Day following such date (the “Threshold AmountIndemnification Expiration Date”); provided, however, that, in which event Buyer Indemnified Parties shall be entitled to each case, the indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in IX with respect to any combination breach of cash or representations, warranties, covenants, and obligations of Company shall survive with respect to, and to the surrender of Consideration Units extent of, any claim for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written which notice shall have been delivered to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days Shareholder Representative prior to the due date Indemnification Expiration Date until such claim shall have been finally resolved. After the Closing, the sole and exclusive remedies for any breach by Company of any representation, warranty, covenant or agreement made in or pursuant to this Agreement shall be pursuant to this Article IX. Without limiting the foregoing, nothing herein shall prevent Parent from bringing a common law action for fraud against any Person whose own fraud has caused Parent to incur Losses or limit the Losses recoverable by Parent in such paymentcommon law action. (b) Notwithstanding Section 9.1, with respect to Losses arising under Section 9.1(a) (except for Losses resulting from breaches of the provisions of Section 7.3representations and warranties set forth in Sections 3.1, Buyer 3.2, 3.3, 3.22, 3.24, 3.25, 3.26 and 3.28), the Holders shall not be required liable to indemnify or hold harmless any Indemnified Party against such Losses unless and until the aggregate amount of such Losses exceeds $200,000, in which case the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer Holders shall be liable for such Losses, but only in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6excess. (c) The maximum aggregate indemnification amount that shall be paid by the Holders to the Indemnified Parties under this Article IX shall be the full amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimHoldback Consideration. (d) The An Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. If an Indemnified Party receives any amount under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment having been received but prior to the payment of the Holdback Consideration in accordance with Section 2.3 and the Escrow Agreement, then such Indemnified Party shall deposit with the Escrow Agent such amount received, net of any indemnity claim hereunder expenses incurred by such Indemnified Party in collecting such amount, and such amount so deposited shall be reduced by considered part of the amount of Holdback Consideration. Nothing in this Section 9.3 shall be construed to require any proceeds of insurance actually received by the Buyer Indemnified Parties party hereto to obtain or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar maintain any insurance company that has made coverage or file a claim under any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationinsurance policy. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right to indemnification pursuant to this Article IX is limited as follows: (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of The Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties Indemnitees shall be entitled to indemnification from Seller in an amount equal pursuant to clause (a) of Section 9.3 to the extent (but only to the extent) that the aggregate amount of all Losses suffered by the Buyer Indemnified Losses. In no event shall Indemnitees exceeds one percent (1%) of the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Initial Purchase Price (the “Ceiling AmountBasket”), and then only to the extent of the excess up to a maximum of twenty percent (20%) of the Initial Purchase Price until the first (1st) anniversary of the Closing Date and ten percent (10%) of the Initial Purchase Price thereafter (the “Cap”); provided, however, that neither the Basket nor the Cap shall apply to any Losses related to breaches of any of the Seller Fundamental Representations. Notwithstanding For the foregoingavoidance of doubt, neither the Threshold Amount Basket nor the Ceiling Amount Cap shall be applicable apply to any Losses related to (i) breaches of any covenants or agreements of the Seller contained in this Agreement, (ii) the Excluded Liabilities or (iii) the Excluded Assets. (b) The Buyer Indemnitees’ right to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties 9.3 on account of any Seller Indemnified Loss Losses will be reduced by (i) all insurance proceeds or other third-party indemnification proceeds received by the Buyer Indemnitees, (ii) all insurance proceeds received by the Buyer Indemnitees under Section 7.3 unless the liability Environmental Insurance Policy, and (iii) the net amount of any Tax Savings realized by the Buyer in respect Indemnitees by reason of such Losses. The Buyer Indemnitees shall use commercially reasonable best efforts to (x) claim and recover any Losses suffered by the Buyer Indemnitees under the Environmental Insurance Policy prior to seeking indemnification under this Article IX and (y) claim and realize all such Tax savings. Promptly after the realization of any insurance proceeds, indemnity, Tax savings, contribution or other similar payment, the Buyer Indemnitees shall reimburse the Seller Indemnified Loss, when aggregated with for the liability of reduction in Losses for which the Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal Indemnitees were indemnified prior to the aggregate amount realization of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 reduction of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6such Losses. (c) The Seller Indemnitees shall be entitled to indemnification pursuant to clause (a) of Section 9.2 to the extent (but only to the extent) that the aggregate amount of indemnity claim hereunder shall be reduced all Losses suffered by the amount Seller Indemnitees exceeds the Basket, and then only to the extent of the excess up to a maximum of the Cap; provided, however, that neither the Basket nor the Cap shall apply to any Losses related to breaches of any tax benefit actually realized by of the Buyer Indemnified Parties Fundamental Representations. For the avoidance of doubt, neither the Basket nor the Cap shall apply to any Losses related to (i) breaches of any covenants or agreements of the Seller Indemnified Parties as a result of such claimBuyer contained in this Agreement, (ii) the Assumed Liabilities or (iii) the Purchased Assets. (d) The Seller Indemnitees’ right to indemnification pursuant to Section 9.2 on account of any Losses will be reduced by (i) all insurance proceeds or other third-party indemnification proceeds received by the Seller Indemnitees, (ii) all insurance proceeds received by the Seller Indemnitees under the Environmental Insurance Policy, and (iii) the net amount of any indemnity claim hereunder shall be reduced Tax Savings realized by the amount Seller Indemnitees by reason of such Losses. The Seller Indemnitees shall use commercially reasonable best efforts to (x) claim and recover any Losses suffered by the Seller Indemnitees under the Environmental Insurance Policy prior to seeking indemnification under this Article IX and (y) claim and realize all such Tax savings. Promptly after the realization of any proceeds of insurance actually received by proceeds, indemnity, Tax savings, contribution or other similar payment, the Seller Indemnitees shall reimburse the Buyer Indemnified Parties or for the reduction in Losses for which the Seller Indemnified Parties, as Indemnitees were indemnified prior to the case may be, in connection with realization of reduction of such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationLosses. (e) Except as set forth in The Buyer Indemnitees shall not be entitled to indemnification pursuant to Section 9.6(b)9.3 for Losses to the extent that any Buyer Indemnitee has been compensated therefor pursuant to Section 2.6. (f) The Buyer Indemnitees shall take, and cause their Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (g) The General Escrow Fund established by the parties agree that the indemnification provisions in this Article 7 shall General Escrow will be the sole and exclusive remedy of the parties Buyer Indemnitees for any Claims under Section 9.3(a), except for Claims due to a breach of the Seller Fundamental Representations, and the Buyer Indemnitees will not seek recourse against the Seller with respect to any claims between Claims under Section 9.3(a), except for Claims due to a breach of the parties concerning this Agreement and the other Transaction AgreementsSeller Fundamental Representations.

Limitations on Indemnification. Notwithstanding any other provision in this Agreement to the contrary: (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b)12.17, the parties agree that right to indemnification under Sections 8.3 and 8.4 is the indemnification provisions in this Article 7 shall be the sole and exclusive remedy for the Indemnified Parties for any Breach of any representation, warranty, covenant, agreement or duty of the parties applicable Indemnifying Parties (except to the extent arising from the Indemnified Parties’ willful misconduct or from the Indemnified Parties’ intentional Breaches) (i) under this Agreement or any Transaction Document; (ii) in any schedule, certificate or other document delivered by or on behalf of the Indemnified Parties under this Agreement; or (iii) otherwise from or in connection with the Contemplated Transactions. (b) Sellers will have no liability with respect to the claims of Buyer Indemnified Parties for indemnification under Section 8.4(i) until the total of all Losses with respect to such matters exceeds US$2,000,000, in which case Buyers will then be entitled to indemnification for all such Losses; provided, that the foregoing limitation will not apply to Losses arising under Sections 3.1, 3.2, 3.3, 3.21 and 3.22. (c) The aggregate liability of Sellers with respect to the claims of Buyer Indemnified Parties for indemnification under Sections 8.4(i) and 8.4(ii) shall be limited to: (i) US$25,000,000 with respect to all Losses for which Buyer Indemnified Parties are entitled to indemnification under Section 8.4(i) (other than Fundamental Losses, Tax Losses and Broker Losses); (ii) US$70,000,000 with respect to Tax Losses, less all Losses included within Section 8.5(c)(i) (the “Tax Loss Cap”); (iii) US$315,000,000 with respect to Fundamental Losses; and (iv) the Closing Proceeds with respect to Broker Losses and Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(ii). (d) If the Closing occurs, no party shall be entitled to any claims between recovery unless a claim for indemnification is made (i) in accordance with this Section 8 and before the parties concerning date that is (A) the 12 month anniversary of the Closing Date with respect to Breaches for which Buyer Indemnified Parties are entitled to indemnification under Section 8.4(i) other than Sections 3.1, 3.2, 3.3, 3.8, 3.17, 3.21 and 3.22; (B) the 24 month anniversary of the Closing Date for all Breaches of Section 3.21; (C) the later of the 60 month anniversary of the day on which the Cinemex Companies (i) are or were required to file or (ii) effectively file the relevant Tax Return with the relevant Governmental Body in Mexico for the tax period in which the Taxes were incurred relating to a Pre-Closing or Straddle Tax Period for all Breaches of Section 3.8 or Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(v); (D) the 60 month anniversary of the Closing Date for Breaches of Section 3.17; (E) at any time for all Breaches of Sections 3.1, 3.2, 3.3 and 3.22; (F) at any time for Losses for which the Buyer Indemnified Parties are entitled to indemnification under Sections 8.4(iii) and 8.4(iv); (G) the 36 month anniversary of the Closing Date for Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 8.4(ii). (e) The amount of any Loss for which indemnification is provided under this Agreement Section 8 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Loss and shall be reduced to take account of any Tax Benefit realized by the other Transaction AgreementsIndemnified Party arising from the incurrence or payment of any such Loss; provided that the Indemnified Party will use commercially reasonable efforts to recover amounts under insurance policies with respect to such loss.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding the provisions of Section 7.2, Seller Sellers shall not be required to indemnify Buyer or hold harmless any Buyer-Related Entities under Section 11.1 unless the aggregate of all amounts for which an indemnity would otherwise be payable by Sellers under Section 11.1 exceeds the Basket Limitation and, in such event, Sellers shall be responsible for all such amounts, (b) in no event shall the liability of Sellers with respect to the indemnification provided for in Section 11.1 exceed in the aggregate the Cap Limitation (provided that Sellers’ obligations under Article 10 with respect to prorations and adjustments and Sellers’ obligations under Section 14.2 with respect to the brokers shall not be subject to the Basket Limitation or the Cap Limitation), and (c) in the event Buyer Indemnified Parties obtains knowledge of or is aware of any inaccuracy or breach of any representation, warranty, or covenant of Sellers contained in this Agreement (a “Buyer Waived Breach”) after the Effective Date but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, whether at law or in equity on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold AmountWaived Breach. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amountentitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Sellers. Notwithstanding the foregoingIn no event shall Sellers be entitled to seek or obtain consequential, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) speculative, special, punitive or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6exemplary damages against Buyer. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2With respect to claims arising under Sections 8.02(b), Seller shall not be required (c) and (d), any indemnification payments to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses Persons will be limited to an amount of no more than $750,000, in the aggregate and with respect to claims arising under Section 7.2 unless 8.03(b), any indemnification payments to any Seller Indemnified Persons will be limited to an amount of no more than $750,000, in the liability of Seller in aggregate. With respect of such to any other claims made under this Article VIII, all recoveries by any Buyer Indemnified LossPersons, when aggregated with on the liability of one hand, and any Seller Indemnified Persons, on the other hand shall, in respect of all the aggregate, be limited to the Purchase Price. All payments for Damages due under this Article VIII by Seller to any Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (Persons shall be paid by the “Threshold Amount”), in which event Seller to any Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount Persons, net of any insurance proceeds received by the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or Persons with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentDamages. (b) Notwithstanding In addition to the provisions of applicable limitations set forth in Section 7.38.04(a) above, with respect to claims arising under Sections 8.02(e): (i) The Buyer Indemnified Persons shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from hereunder unless such Buyer in an amount equal Indemnified Persons shall have first (A) given written notice to the aggregate amount counterparty or counterparties to any and all applicable indemnification agreements and other agreements containing indemnification provisions relating to the Life Insurance Trust giving rise to such claim, and (B) for a period of 90 days from the Seller date of such notice, used reasonable best efforts to pursue and enforce such Buyer Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable Persons’ rights to indemnification pursuant and other rights under such agreements. If such reasonable best efforts are not successful and the Buyer Indemnified Persons elect to Section 7.3(iii) pursue a claim hereunder, then the Buyer Indemnified Persons shall provide such cooperation as Seller may reasonably request in order to pursue, enforce and/or preserve the Buyer Indemnified Persons’ rights to indemnification and other rights and remedies under such agreements, as well as Seller’s subrogation or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6similar rights relating thereto. (cii) The amount of indemnity claim hereunder All payments for Damages due under this Section 8.02(e) by Seller to any Buyer Indemnified Persons shall be reduced paid by the amount Seller to any Buyer Indemnified Persons net of any tax benefit actually realized by the payments any Buyer Indemnified Parties or Person receives under any applicable indemnification agreements and other agreements containing indemnification provisions relating to the Seller Indemnified Parties as a result of Life Insurance Trust giving rise to such claim, regardless of whether the payments under such agreements are received before or after payment made by Seller. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller No Indemnifying Party shall not be required to indemnify or hold harmless any an Indemnified Party hereunder except to the extent that the aggregate amount of Buyer Losses for which the Indemnified Parties on account Party is otherwise entitled to indemnification pursuant to this Section 9 exceeds an amount equal to ten percent (10%) of any Buyer Indemnified Losses the Indemnification Cap under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 9.5(b) (the “Threshold Amount”"Indemnification Threshold"), in which event Buyer whereupon the Indemnified Parties Party shall be entitled to indemnification from Seller in an amount equal to be paid the excess of the aggregate amount of all such Losses over the Indemnification Threshold, subject to the limitations on maximum amount of recovery set forth in Section 9.5(b) hereof; provided, that Losses related to or arising directly or indirectly out of any claims for indemnification made by the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or 9.1 hereof with respect to (i) any inaccuracies in any representation or warranty made by the representations and warranties Sellers in Sections 3.5 or 3.6 hereof, or (ii) any breach of Seller any covenant, obligation or undertaking of the Sellers under this Agreement (collectively, "Purchase Price Limited Claims"), shall not be subject to the limitations set forth in the first and second sentences of this Section 3.2, Section 3.2(e9.5(a), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the The aggregate amount of Losses payable by the Seller Indemnified Sellers on the one hand, and the Buyer on the other hand, pursuant to this Section 9 with respect to all claims for indemnification (excluding Purchase Price Limited Claims) shall not exceed ten percent (10%) of the Purchase Price. The aggregate amount of Losses payable by the Sellers on the one hand, and the Buyer on the other hand, pursuant to this Section 9 with respect to all claims for indemnification, (including Purchase Price Limited Claims) shall not exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Purchase Price. (c) The amount of indemnity claim hereunder No Indemnifying Party shall be reduced liable for any Losses pursuant to this Section 9 unless a written claim for indemnification in accordance with Section 9.4 hereof is given by the amount Indemnified Party to the Indemnifying Party with respect thereto within one (1) year after the Closing, except that this time limitation shall not apply to any Losses related to or arising directly or indirectly out of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesPurchase Price Limited Claims, as to which in each case the case may be, in connection with such claim; provided, however, the foregoing applicable statute of limitations shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationapply. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.29.02, Seller shall not be required to indemnify indemnify, defend or hold harmless any of the Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Loss pursuant to the provisions of this Article IX unless, as to the indemnification contained in Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss9.02(a) and 9.02(b), when aggregated with the liability of the Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”9.02(a) and 9.02(b), in which event Buyer Indemnified Parties shall be entitled exceeds, and only to indemnification from Seller in an amount equal to the extent the aggregate amount of the all those Buyer Indemnified LossesLosses does exceed, the Threshold Amount. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising for Buyer Indemnified Losses pursuant to this Article 7 IX exceed the Ceiling Amount; provided, however, that in any combination the case of cash or Buyer Indemnified Losses pertaining to Seller's representations and warranties set forth in Section 4.07 and pertaining to Seller's indemnification set forth in Section 9.02(b), the surrender of Consideration Units for redemption separately aggregated ceiling amount shall be $60,000,000 (valued at $21.00 per Consideration Unitthe "Environmental Ceiling Amount"); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.39.03, Buyer shall not be required to indemnify indemnify, defend or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 pursuant to the provisions of this Article IX unless the liability of Buyer in respect of such that Seller Indemnified LossLoss relates to (i) Earnout Agreements to the extent set forth in Section 6.09(c), (ii) Employment Agreements as provided in Section 6.06, or (iii) when aggregated with the liability of the Buyer in respect of all Seller Indemnified Losses under Section 7.39.03, exceeds exceeds, and only to the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to extent the aggregate amount of the all those Seller Indemnified Losses exceed does exceed, the Threshold Amount. In no event shall the liability of Buyer be liable under Section 7.3 of for Seller Indemnified Losses pursuant to this Agreement for any amount in excess of Article IX exceed the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required have no liability for indemnification pursuant to indemnify Section 7.2(a)(i) or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability 7.2(a)(ii) (solely with respect to covenants of Seller requiring performance on or prior to the Closing) (i) with respect to Covered Losses in respect of any individual claim or demand for which the Covered Losses do not exceed $25,000 and (ii) with respect to Covered Losses for which indemnification is provided thereunder unless such Buyer Indemnified Loss, when aggregated with Covered Losses (after giving effect to the liability of Seller foregoing clause (i)) exceed in respect of all Buyer Indemnified Losses under Section 7.2, exceeds the aggregate $250,000 10,000,000 (the “Threshold AmountDeductible”), in which event Buyer Indemnified Parties case Seller shall be entitled to indemnification from Seller liable for all such Covered Losses in an amount equal to the aggregate amount excess of the Buyer Indemnified Losses. In Deductible; provided that in no event shall the aggregate liability of indemnification to be paid by Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii7.2(a)(i) or Section 7.2(iv7.2(a)(ii) or (solely with respect to the representations and warranties covenants of Seller requiring performance on or prior to the Closing) exceed $125,000,000. The limitations set forth in the first this Section 7.5(a) shall not apply in respect of fraudulent breaches of representations and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentwarranties. (b) Notwithstanding Purchaser shall have no liability for indemnification pursuant to Section 7.3(a)(i) or 7.3(a)(ii) (solely with respect to covenants of Purchaser requiring performance on or prior to the provisions of Section 7.3, Buyer shall not be required Closing) (i) with respect to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer Covered Losses in respect of any individual claim or demand for which the Covered Losses do not exceed $25,000 and (ii) with respect to Covered Losses (after giving effect to the foregoing clause (i)) for which indemnification is provided hereunder unless such Seller Indemnified Loss, when aggregated with Covered Losses exceed in the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds aggregate the Threshold AmountDeductible, in which event Seller Indemnified Parties case Purchaser shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified liable for all such Covered Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding Deductible; provided that in no event shall the foregoing, neither the Threshold Amount nor the Ceiling Amount shall aggregate indemnification to be applicable to indemnification paid by Purchaser pursuant to Section 7.3(iii7.3(a)(i) or Section 7.3(iv7.3(a)(ii) or (solely with respect to covenants of Purchaser requiring performance on or prior to the representations and warranties of Buyer Closing) exceed $125,000,000. The limitations set forth in this Section 4.67.5(b) shall not apply in respect of fraudulent breaches of representations and warranties. (c) The amount of indemnity claim hereunder Each indemnified party shall be reduced by use its commercially reasonable efforts to mitigate any Covered Losses. In the amount of event an indemnified party fails to so mitigate any tax benefit actually realized by Covered Loss, the Buyer Indemnified Parties or the Seller Indemnified Parties as a result indemnifying party shall have no liability for any portion of such claimCovered Loss that reasonably could have been avoided had the indemnified person made such efforts. (d) The amount of any indemnity claim hereunder No indemnified party shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, entitled to recover from an indemnifying party more than once in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy respect of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreementssame Covered Losses.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.29.1 above, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller (i) in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of any Seller under Section 7.2 of this Agreement 9.1 exceed $2,000,000 the Cap Limitation for the applicable Property, in the aggregate, and (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount ii) in no event shall be applicable to indemnification pursuant to any Seller have any liability under Section 7.2(iii) or Section 7.2(iv) or 9.1 with respect to any Property until such liability exceeds the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units Basket Limitation for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment such Property (in whole or in part) by surrendering Consideration Units which case Seller shall be responsible for redemption at least five business days prior all such liability from dollar one (but subject to the due date of any such paymentCap Limitation) and not just the portion that exceeds the Basket Limitation. (b) If, prior to the Closing of any Property, Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty or pre-closing covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with the and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 9.1 for, or any other claims or cause of action under this Agreement at law or in equity on account of, any such Buyer Waived Breach. (c) Notwithstanding the provisions of Section 7.39.2 above, Buyer (i) in no event shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds 9.2 exceed the Threshold AmountCap Limitation, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer the aggregate, and (ii) in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall the Buyer be liable have any liability under Section 7.3 of this Agreement for any amount 9.2 until such liability exceeds the Basket Limitation (in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount which case Buyer shall be applicable responsible for all such liability from dollar one (but subject to indemnification pursuant to Section 7.3(iiithe Cap Limitation) or Section 7.3(iv) or with respect and not just the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by portion that exceeds the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimBasket Limitation. (d) The amount If, prior to any Closing, Seller obtains knowledge of any indemnity claim hereunder inaccuracy or breach of any representation, warranty or pre-closing covenant of Buyer contained in this Agreement (a “Seller Waived Breach”) and nonetheless proceeds with the and consummates the Closing, then Seller and any Seller-Related Entities shall be reduced by the amount deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 9.1 for, or any other claims or cause of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning action under this Agreement and the other Transaction Agreementsat law or in equity on account of, any such Seller Waived Breach.

Limitations on Indemnification. Any claims of any Parent Indemnified Party made under this ARTICLE XII will be limited as follows: (a) Notwithstanding any other provision of this Agreement to the provisions of Section 7.2contrary, Seller an Indemnifying Party shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of Party against, or reimburse any Buyer Indemnified Losses under Party for, any Damages pursuant to Section 7.2 12.2 or 12.3 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to and until the aggregate amount of all such Damages suffered or incurred by the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable Parties subject to indemnification pursuant to Section 7.2(iiithis Article XII exceeds 1.5% of the Seller Consideration (as determined based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the Closing Date) or Section 7.2(iv) or with respect (the “Threshold”); provided, however, that the Threshold limitation shall not apply to the representations Fundamental Representations and warranties any breach of Seller the covenants set forth in Section 9.21, in each case which shall each have no Threshold limitation; provided, further, however, that in the first and second sentences event of a Working Capital Surplus as calculated in accordance with Section 3.22.10, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy the Threshold limitation for any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer breach of the intent to make a payment (covenants set forth in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to Section 9.21 shall equal the due date of any such paymentWorking Capital Surplus. (b) Notwithstanding any other provision of this Agreement to the provisions contrary, in no event shall any Seller’s aggregate liability for indemnification under this Agreement exceed such Seller’s pro rata portion of the Escrow Shares initially deposited in the Escrow Account; provided, however, that the limitation contained in this Section 7.3, Buyer 12.7(b) shall not apply to the Fundamental Representations or any breach of the covenants set forth in Section 9.21. (c) Notwithstanding any other provision of this Agreement to the contrary, no Indemnifying Party shall be required to indemnify or hold harmless any Indemnified Party against, or reimburse any Parent Indemnified Party for, any Damages in excess of the Seller Consideration (as determined based on the average of the last reported sales prices of Parent Common Stock as reported by the NYSE for the 20 trading days preceding the Closing Date) for any and all indemnification claims under this Agreement, including any claims relating to the Fundamental Representations. In the event that the Parent Indemnified Parties on account (or any of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties them) shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount respect of any of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for Fundamental Representations or any amount in excess breach of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer covenants set forth in Section 4.6. (c) The amount 9.21, none of indemnity claim hereunder the Sellers shall be reduced by the amount of required to directly indemnify any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Parent Indemnified Parties, as other than pursuant to the case may berelease of Escrow Shares allocated to such Seller from the Escrow Account, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy unless and until all of the parties with respect Escrow Shares held in escrow on behalf of such Seller have been either released from the Escrow Account or allocated to any claims between the parties concerning this Agreement and the other Transaction Agreementsan Outstanding Claim.

Limitations on Indemnification. (a) Notwithstanding the provisions Subject to Section 9.4(b)-(h): (i) Except for a breach of Section 7.25.28 and claims related to the Photocircuits Bankruptcy Complaint, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses no claim for indemnification under Section 7.2 9.2(a) or (b) shall be made by any Purchaser Indemnitee with respect to any breach resulting in an individual item of Damages, or related items of Damages arising out of substantially similar facts and circumstances, unless and until the liability of Seller in respect amount of such Buyer Indemnified LossDamages suffered by the Company and/or the Purchaser exceeds $5,000, when aggregated with at which point a claim can be made for the liability entire amount of Seller in respect such Damages; and (ii) Except for a breach of all Buyer Indemnified Losses Section 5.28 and claims related to the Photocircuits Bankruptcy Complaint, no claim for indemnification under Section 7.2, exceeds $250,000 9.2(a) or (the “Threshold Amount”), in which event Buyer Indemnified Parties b) shall be entitled to indemnification from Seller in an amount equal to made by any Purchaser Indemnitee unless and until the aggregate amount of all Damages for which Purchaser Indemnitees are otherwise entitled under this Article IX exceeds $100,000 (the Buyer Indemnified Losses“Aggregate Deductible”), and then only to the extent the aggregate amount of all such Damages exceeds the Aggregate Deductible. (b) Except with respect to intentional and knowing acts of fraud or a breach of Section 6.3 (Ownership of Shares), subject to Sections 9.4(c)-(h), the aggregate amount of all Damages payable by the Seller with respect to all claims for indemnification shall not exceed the Escrow Amount. In With respect to a breach of Section 6.3 (Ownership of Shares), in no event shall the aggregate liability amount of all Damages payable by the Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units claims for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6Aggregate Purchase Price. (c) The amount of indemnity claim hereunder No Person shall be reduced liable for any claim for indemnification hereunder unless written notice of a claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought with respect to any such breach before the applicable Survival Date (in which case such indemnification obligation shall survive the time at which it would otherwise terminate pursuant to this Article IX regardless of when any Damages in respect thereof may actually be incurred). All notices given pursuant hereto shall set forth with reasonable specificity the basis for such claim for indemnification. (d) Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees shall not be entitled to indemnification hereunder for any Damages arising from a breach of any representation or warranty of the Company under Article V hereof, and the amount of any tax benefit actually realized by Damages incurred in respect of any such breach shall not be included in the Buyer Indemnified Parties or calculation of aggregate Damages subject to the Seller Indemnified Parties Aggregate Deductible, to the extent that the amount of any liability arising as a result of such claimbreach is taken into account as a current liability, or reserved or accrued, for purposes of determining the Closing Net Working Capital and such amount is included in the calculation of Aggregate Purchase Price (as finally determined pursuant to Section 3.4). (de) The amount of any indemnity claim Damages subject to indemnification by the Seller hereunder shall be reduced calculated (i) net of any amounts that have been previously recovered or will be received by the Purchaser, the Company, or Elmwood (collectively, the “Purchaser Group”) under insurance policies or other collateral sources (such as contractual indemnities of any Person that are contained outside this Agreement), and (ii) net of any tax Benefit actually realized by the Purchaser Group in its tax Return for the year in which the Damages were realized or in its tax Returns for the two subsequent years after the incurrence or payment of any such Damages. For purposes hereof, “Tax Benefit” shall mean any refund of taxes actually paid or actual reduction in the amount of any proceeds taxes which otherwise would have been paid. To the extent that a Tax Benefit could give rise to a refund of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howevertaxes, the foregoing Indemnitee shall not bar any insurance company that has made any payment take all reasonable steps to claim such a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationrefund. (ef) Except as set forth provided in Section 9.6(b)the next sentence, the parties agree Purchaser shall have no affirmative duty to mitigate any Damage. However, in the event that Purchaser reasonably believes that it could successfully offset a Damage through the indemnification provisions pursuit of an insurance claim and reasonably determines that it would not be required to expend undue effort or more than $5,000 to pursue such claim, Purchaser will use commercially reasonable efforts to recover under applicable insurance policies in order to mitigate a Damage. (g) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, any multiple of earnings or diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof (provided that such limitation shall not limit Purchaser’s right to seek indemnification for its payment of third party consequential, incidental, indirect, special or punitive damages). (h) Any indemnification payments made by the Purchaser, the Company or the Seller pursuant to this Article 7 IX shall be treated by all parties as an adjustment to the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsAggregate Purchase Price hereunder.

Limitations on Indemnification. The indemnification obligations set forth in this Section 8 are subject to the following limitations: (a) Notwithstanding No indemnification shall be made by the provisions Seller unless the aggregate amount of Damages exceeds $100,000 and, in such event, indemnification shall be made by the Seller only to the extent Damages exceed $100,000; provided, however that the amounts due to Buyer pursuant to Section 7.21.2(c), if any, shall not be subject to this Section 8.4(a). (b) In no event shall the Seller's aggregate obligation to indemnify the Buyer Indemnitees exceed $2,000,000; provided, however that the amounts due to Buyer pursuant to Section 1.2(c), if any, shall not be subject to this Section 8.4(b). (c) The obligations of Seller on the one hand or Buyer and Parent on the other hand, as applicable (the "Indemnitor") to indemnify the Buyer Indemnitees on the one hand or the Seller Indemnitees on the other hand, as applicable, (the "Indemnitees") pursuant to this Section 8 are subject to the following provisions: (i) The amount of any Damages shall be reduced by any amount received by an Indemnitee with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor and by the amount of any reduction in Tax liability of the Company or such Indemnitee with respect thereto. The Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If an Indemnitee receives an amount under insurance coverage or from such other party or a reduction in Tax liability with respect to Damages at any time subsequent to any indemnification provided by an Indemnitor pursuant to this Section 8, then such Indemnitee shall promptly reimburse the Indemnitor, for any payment made or expense incurred by Indemnitor in connection with providing such indemnification up to such amount received by the Indemnitee, or the reduction in tax liability as applicable; (ii) An Indemnitee shall make commercially reasonable efforts to mitigate any claim or liability that an Indemnitee asserts under this Section 8. In the event that an Indemnitee shall fail to make such commercially reasonable efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify an Indemnitee to the extent that any Damages could reasonably be expected to have been avoided if an Indemnitee had made such efforts. (iii) An Indemnitor shall be obligated to indemnify the Indemnitees only for those claims giving rise to Damages as to which the Indemnitees have given an Indemnitor written notice thereof. Any written notice delivered by an Indemnitee to with respect to Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof. (iv) Except for willful, knowing or hold harmless intentional fraud, remedies that cannot be waived as a matter of law and injunctive or provisional relief, if the Closing occurs, this Article VIII shall be the exclusive remedy for breaches of this Agreement (including any of Buyer Indemnified Parties on account of covenant, obligation, representation or warranty contained in this Agreement or in any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller certificate delivered pursuant to this Agreement) or otherwise in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount sale of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimShares contemplated hereby. (d) The amount of Notwithstanding anything else herein to the contrary, any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesParent, as on the case may beone hand, or Seller, on the other hand, for indemnification hereunder must be made in connection accordance with such claim; providedArticle VIII, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in including Section 9.6(b8.4(c)(iii), within one (1) year of the parties agree that the indemnification provisions in this Article 7 Closing Date, or such claims shall be the exclusive remedy barred. Time shall be of the parties essence with respect regard to any claims between the parties concerning this Agreement and the other Transaction AgreementsSection 8.4(d).

Limitations on Indemnification. The indemnification obligations of the Sellers set forth in Section 6.1 shall be subject to the following limitations: (ai) Notwithstanding The obligations of the provisions Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 6.1(b)(i) shall be on a several (and not joint and several) basis; (ii) the obligations of the Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 7.26.1(b)(ii) shall be on a joint and several basis to the extent that the aggregate amount of such Buyer Indemnifiable Losses is less than the Cap (as defined below); and (iii) the obligations of the Sellers to indemnify the Buyer Parties from and against Buyer Indemnifiable Losses arising under Section 6.1(b)(ii) shall be several (and not joint and several) on a pro rata basis in accordance with their respective Adjusted Pro Rata Portions to the extent that the aggregate amount of such Buyer Indemnifiable Losses exceeds the Cap; provided, however, that each Seller shall not be required liable in the aggregate for more than such Seller’s Adjusted Pro Rata Portion of the sum of (A) the Initial Purchase Price Payment plus (B) the Escrow Payments paid to indemnify or hold harmless any the Non-Investor Common Stockholders; and provided further, that for the avoidance of doubt, the Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to recover the aggregate entire amount of any Buyer Indemnifiable Losses from the Buyer Indemnified LossesEscrow Funds. In no event shall the aggregate liability of Seller under Section 7.2 The limitations of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount Section shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or not apply with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash claims resulting from fraud or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentwillful misconduct. (b) Notwithstanding The aggregate liability of the provisions of Section 7.3, Buyer shall not be required Sellers to indemnify or hold harmless the Buyer Parties from and against any of the Seller Indemnified Parties on account of any Seller Indemnified Loss Buyer Indemnifiable Losses arising under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold AmountSections 6.1(b)(ii)(A) and 6.1(b)(ii)(D) shall not, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in any event, exceed an amount equal to Two Million Dollars ($2,000,000) (the aggregate amount “Cap”); provided, however, that the Cap shall not apply to (i) any breach or inaccuracy of any of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for Fundamental Representations, or (ii) any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) claims resulting from fraud or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6willful misconduct. (c) The Sellers will not have any obligation to indemnify the Buyer Parties with respect to any Buyer Indemnifiable Losses arising under Section 6.1(b)(ii)(A) until the Buyer Parties shall first have suffered aggregate Buyer Indemnifiable Losses relating thereto in excess of Two Hundred Thousand Dollars ($200,000) (the “Basket”) (at which point the Sellers will be obligated to indemnify the Buyer Parties for 50% of the Basket and the entire amount of indemnity claim hereunder such Buyer Indemnifiable Losses in excess of the Basket); provided, however, that the Basket shall be reduced by the amount not apply to (i) any breach or inaccuracy of any tax benefit actually realized by of the Buyer Indemnified Parties Fundamental Representations, or the Seller Indemnified Parties as a result of such claim(ii) any claims resulting from fraud or willful misconduct. (d) The amount Except with respect to claims resulting from fraud or willful misconduct, the indemnification obligations of the Sellers under Sections 5.3(a) and 6.1 shall be the exclusive right and remedy of any indemnity Buyer Party, and the sole liability of the Sellers, for any claim hereunder shall be reduced by the amount for Buyer Indemnifiable Losses arising out of this Agreement, including (i) any breach of any proceeds representation or warranty, or (ii) any breach or nonperformance by any Seller of insurance actually received by the Buyer Indemnified Parties any of such Seller’s covenants or Seller Indemnified Parties, as the case may be, agreements expressly set forth in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationthis Agreement. (e) Except as set forth The Sellers shall not be liable for any damages calculated based on a multiple of earnings or revenues or similar financial performance metrics (in Section 9.6(bexcess of 1.0x), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified LossPurchaser, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer Purchaser shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 Seller, unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the all Losses incurred by Purchaser or Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) 5.1 or Section 7.3(iv) or with respect 5.2 (as the representations and warranties of Buyer set forth in Section 4.6. (c) The case may be), exceeds $3 million. Once such aggregate amount of indemnity claim hereunder shall be reduced Losses incurred by Purchaser, on the amount of any tax benefit actually realized by one hand, or Seller, on the Buyer Indemnified Parties other hand, exceeds $3 million, Purchaser or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesSeller, as the case may be, shall thereupon be entitled to indemnification only for amounts in connection with excess of such claim$3 million; provided, however, that the foregoing limitations contained in this sentence and the immediately preceding sentence shall not bar apply to any insurance company that has made claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any payment representation or warranty contained in Section 6.14 or to a Buyer Indemnified Party any Transferred Liabilities or Seller Indemnified Party from pursuing its lawful rights to subrogationExcluded Liabilities, as applicable. (eb) Except Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as set forth in Section 9.6(b)applicable. (c) Following the Closing, the parties agree that the indemnification provisions in this Article 7 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims between relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties concerning may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other Transaction Agreementsof any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding Subject to Section 8.4(d), the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless make any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under indemnification payment pursuant to Section 7.2 unless 8.2(a) until such time as the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect total amount of all Buyer Indemnified Losses under Section 7.2Damages that have been incurred by any one or more of the Purchaser Indemnitees and with respect to which any indemnification payment would otherwise be available to the Purchaser Indemnitees pursuant to such section, exceeds an aggregate of $250,000 440,000 (the “Threshold Deductible Amount”). If the total amount of such Damages exceeds the Deductible Amount, in which event Buyer Indemnified Parties the Purchaser Indemnitees shall be entitled to indemnification from Seller in an amount equal to be indemnified only against the aggregate amount of such Damages exceeding the Buyer Indemnified LossesDeductible Amount. In no event Subject to Section 8.4(e), the Purchaser shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall not be applicable required to make any indemnification payment pursuant to Section 7.2(iii8.3(a) until such time as the total amount of all Damages that have been incurred by any one or Section 7.2(iv) or more of the Seller Indemnitees and with respect to which any indemnification payment would otherwise be available to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising Indemnitees pursuant to this Article 7 in any combination such section exceeds the Deductible Amount. If the total amount of cash or such Damages exceeds the surrender Deductible Amount, the Seller Indemnitees shall be entitled to be indemnified only against the amount of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of such Damages exceeding the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentDeductible Amount. (b) Notwithstanding Subject to Section 8.4(e), the provisions maximum amount of Section 7.3, Buyer shall not indemnifiable Damages which may be required to indemnify or hold harmless any of recovered by the Purchaser Indemnitees from the Seller Indemnified Parties on account of any Seller Indemnified Loss under with respect to (i) the matters described in Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss8.2(a), when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties 8.2(b) and Section 8.2(c) shall be entitled to indemnification from Buyer in an aggregate amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Indemnification Holdback Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) Subject to Section 8.4(e), the maximum amount of indemnifiable Damages which may be recovered by the Seller Indemnitees from the Purchaser with respect to the matters described in Section 8.3(a) and 8.3(b) shall be an aggregate amount equal to $4,000,000. (d) The amount of indemnity claim Damages recoverable by any Indemnitees hereunder shall be reduced by the amount of any tax benefit insurance proceeds actually realized by paid to the Buyer Indemnified Parties or Indemnitee, and the Seller Indemnified Parties as a result Tax benefits to which any of the Purchaser Indemnitees is entitled, relating to such claim. (d) The amount Damages, after deducting all attorneys fees, expenses and other costs of recovery and any indemnity claim hereunder shall be reduced by deductible associated therewith to the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationextent paid. (e) Except as The limitations on the indemnification obligations of the Seller and the Purchaser set forth in Section 9.6(bSections 8.4(a), the parties agree that the indemnification provisions in this Article 7 8.4(b), and 8.4(c) shall be the exclusive remedy of the parties with respect not apply to any claims between Damages arising from any inaccuracy in or breach of any Fundamental Representation or in the parties concerning this Agreement and the other Transaction Agreementscase of fraud.

Limitations on Indemnification. Notwithstanding anything in Section 5.2 to the contrary, (a) Notwithstanding the provisions of Section 7.2, Seller Stockholder Indemnifying Party shall not be required obligated to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified provide indemnification for Losses under Section 7.2 unless the liability of Seller in respect of such Buyer claims made by any Investor Indemnified LossParty or the Company for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 above, when aggregated with or for indemnification under clause (c) of Section 5.2 above, unless (i) the liability aggregate amount of Seller all Losses for any individual claim made under clause (a) and/or (c) exceeds $50,000 and (ii) the aggregate amount of all Losses in respect of all Buyer claims made and accrued by the Investor Indemnified Losses Parties and the Company for indemnification under clause (a) and/or (c) of Section 7.2, 5.2 exceeds $250,000 2,500,000 (the “Threshold AmountDeductible”), whereupon the amount of all such Losses in which event Buyer excess of the Deductible shall be recoverable by the Investor Indemnified Parties and the Company in accordance with Section 5.2, (b) the maximum amount payable to the Investor Indemnified Parties and the Company for Losses in respect of claims made by any Investor Indemnified Party for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 and for Losses in respect of claims made by any Investor Indemnified Party for indemnification under clause (c) of Section 5.2 shall be entitled to indemnification from Seller in not exceed an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 6,700,000 (the “Ceiling AmountCap”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount Investor Indemnified Parties shall not be subject to any limitation for indemnification for Losses regarding breaches of representations or warranties pursuant to this Section 5.3 or otherwise, and shall be applicable entitled to indemnification pursuant to Section 7.2(iiifull recovery from the Stockholder Indemnifying Parties in respect of claims arising in connection with (i) actual fraud, intentional misrepresentation or Section 7.2(iv) a deliberate or with respect to willful breach by the Major Stockholder of any of the representations and warranties made in this Agreement or any agreement, document or other instrument executed and delivered in connection with the transactions contemplated hereby, or (ii) the breach by the Major Stockholder of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) representations or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth contained in Section 4.6. (c) The amount of indemnity 2.1, Section 2.3, Section 2.19 and Section 3.1. No claim hereunder shall may be reduced brought by the amount of any tax benefit actually realized by the Buyer Investor Indemnified Parties or the Seller Indemnified Parties as a result Company pursuant to Section 5.2(c) after the earlier of such claim. (dA) The amount of any indemnity claim hereunder shall be reduced by 30 days following the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy expiration of the parties with respect to any claims between statute of limitations applicable thereto or (B) the parties concerning this Agreement and sixth anniversary of the other Transaction AgreementsClosing Date.

Limitations on Indemnification. (a) Notwithstanding Neither the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Acquiror Indemnified Parties on account of any Buyer Persons nor the Target Indemnified Losses under Section 7.2 unless the liability of Seller Persons may recover in respect of such Buyer Indemnified Lossany claim for indemnification as a result of any breach of any representation or warranty in accordance with Sections 10.1(a), when aggregated 10.1(f) or 10.2(a), respectively, unless and until the Indemnifiable Losses in accordance with the liability of Seller Sections 10.1(a), 10.1(f) or 10.2(a), respectively, have been incurred, paid or accrued in respect of all Buyer Indemnified Losses under Section 7.2, exceeds an aggregate amount greater than $250,000 1,400,000 (the “Threshold AmountIndemnification Threshold”). Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Sections 10.1(a) or 10.1(f) above, in which event Buyer the Acquiror Indemnified Parties Persons shall be entitled to indemnification recover all Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 10.2(a) above, the Target Indemnified Persons shall be entitled to recover from Seller Parent all Indemnifiable Losses as a result of a breach of such representation or warranty incurred by them in an amount equal excess of the Indemnification Threshold; provided, however, that the Indemnification Threshold shall not apply to Indemnifiable Losses suffered resulting from a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (Capitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability),the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization), Section 3A.4 (Capital Stock) and Section 4.3 (Authority, Authorization and Enforceability). Notwithstanding anything to the aggregate amount of the Buyer Indemnified Losses. In contrary in this Agreement, in no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Indemnification Threshold apply to any Indemnifiable Loss suffered by (the “Ceiling Amount”i) any Acquiror Indemnified Person pursuant to Sections 10.1(b). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification (c), (d), or (e) or (ii) any Target Indemnified Person pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e10.2(b), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding anything to the provisions of Section 7.3contrary set forth in this Agreement, Buyer shall the Acquiror Indemnified Persons may not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer recover in respect of such Seller any claim for indemnification pursuant to Section 10.1(e) unless and until the Indemnifiable Losses pursuant to Section 10.1(e) have been incurred, paid or accrued in an aggregate amount greater than $250,000 (the “Litigation Indemnification Threshold”). Once the Litigation Indemnification Threshold has been exceeded with respect to claims for indemnification pursuant to Section 10.1(e), the Acquiror Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties Persons shall be entitled to recover all Indemnifiable Losses as a result of a claim for indemnification from Buyer in an amount equal pursuant to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount 10(e) incurred, paid or accrued by them in excess of the Ceiling AmountLitigation Indemnification Threshold. Notwithstanding From and after the foregoingEffective Time, neither the Threshold Amount nor General Counsel of the Ceiling Amount Company and his or her staff, at the direction of the Stockholders’ Representative, shall have oversight for and shall handle all day-to-day matters with respect to the Actions set forth on Schedule 10.1(e) of the Disclosure Schedule. The parties agree that (i) no material fee or expense shall be applicable incurred in connection with any such Action and (ii) no such Action shall be settled or otherwise resolved, in each case without the prior written consent of the Stockholders’ Representative, such consent not to indemnification pursuant to Section 7.3(iii) be unreasonably withheld, conditioned or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6delayed. (c) The amount maximum aggregate liability of indemnity claim hereunder the Sellers pursuant to Section 10.1(a) or 10.1(f) above will not exceed $19,100,000 (the “Seller Indemnification Cap”); provided, however, that the Seller Indemnification Cap shall not apply with respect to Indemnifiable Losses resulting from a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (Capitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability), the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization) and Section 3A.4 (Capital Stock), for which purposes the Seller Indemnification Cap shall be reduced deemed to be the Merger Consideration actually received by the amount of Sellers. Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller Indemnification Cap apply to any tax benefit Indemnifiable Loss suffered by any Acquiror Indemnified Person pursuant to Sections 10.1(b), (c), (d) or (e), for which purposes the Seller Indemnification Cap shall be deemed to be the Merger consideration actually realized received by the Buyer Sellers. The maximum liability of Parent pursuant to Section 10.2(a) above will not exceed $19,100,000 (the “Parent Indemnification Cap”); provided, however, that the Parent Indemnification Cap shall not apply with respect to the Indemnifiable Losses resulting from a breach of Section 4.3 (Authority, Authorization and Enforceability). Notwithstanding anything to the contrary in this Agreement, in no event shall the Parent Indemnification Cap apply to any Indemnifiable Loss suffered by any Target Indemnified Parties or the Seller Indemnified Parties as a result of such claimPerson pursuant to Section 10.2(b). (d) The amount period during which claims for indemnification under this Section 10 may be initiated shall commence upon the date hereof and terminate at 5:00 p.m., prevailing New York City time, on the first anniversary of the Closing Date (the “Claim Period”), provided, however, that any indemnity claim hereunder shall be reduced initiated by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties written notice from Parent to Stockholders’ Representative or Seller Indemnified Partiesfrom Stockholders’ Representative to Parent, as the case may be, setting forth the nature of the claim in reasonable detail, including the estimated amount of the claim, prior to expiration of the Claim Period shall not terminate until the claim is finally resolved. Notwithstanding the foregoing, the right of the Acquiror Indemnified Persons to assert an indemnification claim for a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (Capitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability), the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization), Section 3A.4 (Capital Stock) shall survive until the applicable statute of limitation date plus 90 days. Notwithstanding the foregoing, the right of the Target Indemnified Persons to assert an indemnification claim for a breach of Section 4.3 (Authority, Authorization and Enforceability) shall survive until the applicable statute of limitation date plus 90 days. All representations and warranties of the parties contained in this Agreement shall survive the consummation of the Merger and continue until the expiration of the Claim Period, after which time such representations and warranties shall terminate, except that claims with respect to any breach of any representation or warranty initiated prior to the expiration of the Claim Period in accordance with the foregoing do not terminate until such claims are finally resolved. (e) All calculations of Indemnifiable Losses shall take into account any insurance proceeds actually received by the applicable Indemnified Person in connection with the matter out of which such claimIndemnifiable Losses arose. Indemnification payments under this Section 10 shall be paid without reduction for any Tax benefits available to the applicable Indemnified Person; provided, however, that, to the foregoing shall not bar any insurance company extent that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties Person recognizes Tax benefits with respect to any claims between Indemnifiable Losses for which indemnification is provided under this Section 10, such Indemnified Person shall pay the parties concerning amount of such Tax benefits to the Obligated Person as such Tax benefits are actually recognized by such Indemnified Person. (f) Notwithstanding anything herein, the limitations set forth in Sections 10.3(a), (b), (c) and (d) as applicable (i) to the Company and Sellers, shall not be applicable in the case of fraud on the part of the Company or any of the Sellers, and (ii) to Parent, shall not be applicable in the case of fraud on the part of Parent. (g) For purposes of this Agreement and Section 10, the determination of whether any representation, warranty or covenant has been breached shall give effect to a Material Adverse Effect qualification or other Transaction Agreementsmateriality qualification contained in the representation, warranty or covenant. Once a representation, warranty or covenant has been breached, the amount of Indemnifiable Losses arising out of such breach shall be determined without giving effect to any Material Adverse Effect qualification or other materiality qualification.

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) Notwithstanding the provisions of Section 7.2VIII.2 or Section VIII.3, Seller shall as the case may be: (a) for which a claim for indemnification is not be required to indemnify asserted hereunder on or hold harmless any before the Survival Date; (b) unless and until the aggregate amount of Buyer Indemnified Parties on account Losses incurred by GoIP Indemnitees in the aggregate under clause (a) of any Buyer Indemnified Losses Section VIII.2 or by Transworld Indemnitees in the aggregate under clause (a) of Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified LossVIII.3, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2as applicable, exceeds Twenty-Five Thousand U.S. Dollars ($250,000 25,000) (the “Threshold AmountBasket”), ) in which event Buyer Indemnified Parties case the applicable Indemnitor shall be entitled obligated to indemnification the applicable Indemnitee for the amount of all Losses of such Indemnitees from Seller the first dollar of Losses of the Indemnitees required to reach the Basket; or (c) to the extent Losses incurred by GoIP Indemnitees in the aggregate under clause (a) of Section 7.2 or by Transworld Indemnitees in the aggregate under clause (a) of Section 7.3, as applicable, exceed an amount equal to the aggregate amount value of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Escrow Shares (the “Ceiling AmountIndemnification Cap”). Notwithstanding the foregoing, neither : (i) the Threshold Amount nor the Ceiling Amount Indemnification Cap shall be applicable not apply to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect claims to the representations and warranties extent amounts are actually paid under insurance maintained by the Indemnitor (or any of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unitits Affiliates); provided that, Seller must provide written notice and (ii) the Basket and the Indemnification Cap shall not apply to Buyer of the intent to make a payment (indemnification claims that are based in whole or in partpart upon fraud, willful misconduct or intentional misrepresentation. The Indemnification Cap and Basket shall apply only to indemnification claims made under clause (a) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer VIII.2 or Section VIII.3 and shall not be required affect or apply to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to other indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification claim made pursuant to this Agreement, including those asserted under any other clause of Section 7.3(iii) VIII.2 or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6VIII.3. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the provisions of contrary, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.27.2(a) (except with respect to Fundamental Representations, Seller with respect to which this Section 7.4(a) shall not be required to indemnify or hold harmless any apply) unless and until Buyer and Parent suffer an aggregate amount of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect by reason of such Buyer Indemnified Loss, when aggregated with the liability matters in excess of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 175,000 (the “Threshold AmountDeductible”), in which event and Buyer Indemnified Parties shall and Parent will be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement recover only those Losses that exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentamount. (b) Notwithstanding anything in this Agreement to the provisions of contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.37.3(a) (except with respect to Fundamental Representations, Buyer with respect to which this Section 7.4(b) shall not be required to indemnify or hold harmless any of the apply) unless and until Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in suffers an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 by reason of this Agreement for any amount such matters in excess of the Ceiling Amount. Notwithstanding the foregoingDeductible, neither the Threshold Amount nor the Ceiling Amount shall and Seller will be applicable entitled to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6recover only those Losses that exceed such amount. (c) The amount Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of indemnity claim hereunder Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall be reduced not exceed the Purchase Price received by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimSeller. (d) The amount of any indemnity claim hereunder Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howevernot apply), the foregoing maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Cap. Notwithstanding anything in this Agreement, the maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationexceed the Purchase Price. (e) Except Notwithstanding anything in this Agreement to the contrary and except with respect to Seller’s failure to pay Taxes as set forth in required under Section 9.6(b6.10(a) or (g), Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder shall be by receiving payment out of the parties agree Escrow Account (on the terms provided herein and the Escrow Agreement), and Buyer shall have no right of collection directly from Seller for any claims for Losses that aggregate to an amount less than the amount in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, and with respect to claims in excess of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification provisions in hereunder. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 shall there will be deducted the exclusive remedy amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result of or related to any such Loss, and (ii) any Tax benefit actually realized in or prior to the parties Taxable year in which the Loss arises or the indemnification payment is made. Each Party agrees to use commercially reasonable efforts to obtain such proceeds, recoveries or Tax benefits. If any such proceeds, recoveries or Tax benefits are received by the Indemnified Party with respect to any claims between Loss after the parties concerning Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount of any Loss for which indemnification is payable under this Agreement Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such Loss. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and the other Transaction Agreementswarranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller The Buyer Indemnified Parties shall not be required entitled to indemnify recover any indemnifiable Losses under Section 10.1(a)(i) except to the extent that the aggregate amount of Losses for which the Buyer Indemnified Parties have delivered notice seeking indemnification hereunder exceeds $450,000.00 (the “Threshold”), and the Seller Indemnified Parties shall not be entitled to recover any indemnifiable Losses under Section 10.2(a)(i) except to the extent that the aggregate amount of Losses for which the Seller Indemnified Parties seek or hold harmless any of may seek indemnification hereunder exceeds the Threshold. In such event, the Seller Indemnified Parties, on the one hand, and Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Lossother hand, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall only be entitled to indemnification from Seller in an amount equal to the aggregate recover any amount of such Losses in excess of the Buyer Indemnified LossesThreshold. In no event shall the aggregate liability of Seller under Section 7.2 The limitations of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingSection 10.3(a) shall not apply to any claim for indemnification related to or arising from a misrepresentation in or breach of a Company Fundamental Representation, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) Seller’s Fundamental Representation, or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentFundamental Representation. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal anything to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under contrary in this Agreement, (i) subject to Section 7.3 of this Agreement 10.3(g) and except for any amount in excess claims for breach of a Company Fundamental Representation, a Seller’s Fundamental Representation, and any claims under Sections 10.1(a)(ii) through (a)(vii) (the Ceiling Amount. Notwithstanding the foregoing“Excluded Matters”), neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations all rights and warranties entitlements of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties in respect of indemnification or otherwise under or in connection with this Agreement shall be satisfied solely from the Indemnity Escrow Amount and the R&W Insurance, and none of the Sellers shall have any liability or obligations to Buyer whatsoever in respect thereof, (ii) each Seller, severally and not jointly, in the aggregate of all claims for indemnification shall not have any liability in respect of any Excluded Matters for an aggregate amount of Losses exceeding the proceeds actually received by such Seller under this Agreement, (iii) no Seller shall have any liability or obligation in respect of Losses that any Buyer Indemnified Parties Party may suffer or incur as a result of any breach of representations and warranties contained in ARTICLE 3 that is attributable to a breach or other wrongful act of one or more other Sellers (it being understood and agreed that such claimother Seller(s) shall be solely responsible for such Losses), and (iv) Buyer will not have any liability under Section 10.2(a) for an aggregate amount of Losses exceeding the Purchase Price (as adjusted pursuant to Section 1.3). (di) The amount For the purpose of any indemnity claim hereunder shall be reduced by determining the amount of Losses for any proceeds breach of insurance actually received any representation or warranty by the Buyer Indemnified Parties Company Group contained in ARTICLE 2, or by any Seller Indemnified Partiescontained in ARTICLE 3, as the case may be, in connection with such claim; provided, however, the foregoing representations and warranties shall not bar be deemed qualified by any insurance company that has made references to “materiality,” “Material Adverse Effect” or similar qualification. (ii) Payments by any payment Indemnifying Party pursuant to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties ARTICLE 10 with respect to any claims between Loss shall all be limited to the parties concerning this Agreement and amount of such Loss as remains after deducting therefrom any indemnity, contribution, costs of collection or similar payment (in each case, net of any Taxes incurred in respect thereof) received or reasonably expected to be received by the other Transaction AgreementsIndemnified Party (or the Company Group) with respect to such claim.

Limitations on Indemnification. (a) Notwithstanding Seller’s obligations pursuant to the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any 8.2 and the ability of Buyer Indemnified Parties on account of any Buyer Indemnified to recover Losses thereunder are subject to the following limitations: (i) Except with respect to claims brought (i) under Section 7.2 unless the liability of Seller 9.4 in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (Surviving TMA Sections or on the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount basis of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in Section 4.19, or (ii) on the first and second sentences basis of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3fraud, Buyer shall not be required entitled to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss recover under Section 7.3 unless 8.2 until the liability of total amount that Buyer would recover under Section 8.2 exceeds $200,000 (the “Basket”). (ii) Except with respect to claims brought under Section 9.4 in respect of such Seller Indemnified Lossthe Surviving TMA Sections or on the basis of the representations set forth in Section 4.19, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall not be entitled to indemnification from Buyer in an amount recover under Section 8.2 on any individual claim unless the Losses associated with such claim exceed $100,000, and each such individual claim less than or equal to $100,000 shall not be counted toward the aggregate amount calculation of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable Basket under Section 7.3 of this Agreement 8.3(a)(i). (iii) Buyer shall not be entitled to recover under Section 8.2 for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or $4,300,000 (other than with respect to claims brought (i) under Section 9.4 in respect of the Surviving TMA Sections or on the basis of the representations and warranties of Buyer set forth in Section 4.64.19 or (ii) brought on the basis of fraud, for which the foregoing limitation will not apply). (civ) The Buyer shall not be entitled to recover under Section 8.2 for any amount in respect of indemnity claim hereunder shall be reduced any tax liability described in the Disclosure Schedule. (v) For so long as the Convertible Note is held by Seller and remains outstanding, the amount of any tax benefit actually realized recovery by Buyer pursuant to Section 8.2 shall be effected through a reduction or cancellation of principal and accrued but unpaid interest on the Buyer Indemnified Parties or Convertible Note in the Seller Indemnified Parties as a result amount of such claimindemnification obligation. (db) Buyer’s obligations pursuant to the provisions of Section 8.1 and the ability of Seller to recover Losses thereunder are subject to the following limitations: (i) Except with respect to claims brought on the basis of fraud, Seller shall not be entitled to recover under Section 8.1 until the total amount that Seller would recover under Section 8.1 exceeds the amount of the Basket. (ii) Seller shall not be entitled to recover under Section 8.1 on any individual claim unless the Losses associated with such claim exceeds $100,000, and each such individual claim less than or equal to $100,000 shall not be counted toward the calculation of the Basket under Section 8.3(b)(i). (iii) Seller shall not be entitled to recover under Section 8.1 for any amount in excess of $4,300,000 (other than with respect to claims brought on the basis of fraud, for which the foregoing limitation will not apply). (iv) The amount of any indemnity claim hereunder recovery by Seller pursuant to Section 8.1 shall be reduced effected through a transfer to Seller by Buyer of a number of shares of Common Stock equal to the amount of any proceeds of insurance actually received such Loss, divided by the Buyer Fair Market Value of one share of Common Stock on the date written notice of such claim is delivered by the Indemnified Parties Party under Section 8.4 or Seller Indemnified Parties8.5, as the case may be. (c) Notwithstanding anything herein to the contrary, Buyer and Seller, as applicable, shall not be entitled to recover under Section 8.1 or Section 8.2, as applicable, with respect to (x) consequential, special or indirect damages, damages consisting of business interruption or lost profits, damages computed on a multiple of earnings, book value or any similar basis, except to the extent it is paid to a third party in connection with a Third Party Claim for which indemnification is sought pursuant to Section 8.4, or (y) exemplary and punitive damages. (d) Any Liability for indemnification under this Agreement and under any other Ancillary Agreement will be determined without duplication of recovery by reason of the state of facts giving rise to such claim; providedLiability constituting a breach of more than one representation, howeverwarranty, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party covenant or Seller Indemnified Party from pursuing its lawful rights to subrogationagreement. (e) Except as set forth No claim for indemnification under this Article VIII for breach of any representation, warranty or covenant contained in Section 9.6(bthis Agreement may be asserted pursuant to this Agreement unless such claim is asserted in writing on or before the Survival Expiration Date. (f) With respect to the measurement of Losses for any claims under this Agreement, each party bringing such a claim must reasonably demonstrate that it has: (a) mitigated in a commercially reasonable manner any such damages and (b) excluded from its claim any damages to the extent arising from or related to its own actions or inactions, or the actions or inactions of its own Affiliates and its and their respective representatives. (g) In any case where an Indemnified Party recovers from a third Person any amount in respect of any Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), the parties agree that the indemnification provisions but not in this Article 7 shall be the exclusive remedy excess of the parties with sum of the amounts previously paid (or deemed paid through set-off against the Convertible Note or transfer of Shares under Section 8.3(a)(a)(iv) or 8.3(b)(iv), as the case may be) by the Indemnifying Party to or on behalf of the Indemnified Party in respect to any claims between the parties concerning this Agreement and the other Transaction Agreementsof such claim.

Limitations on Indemnification. (a) Notwithstanding the any contrary provisions of Section 7.26.1, Seller shall except as set forth in the following sentence, (i) the Principal Stockholders will not be required liable for any Losses thereunder unless and solely to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to extent that the aggregate amount of Losses the Buyer Indemnified Losses. In no event shall Principal Stockholders are liable for thereunder exceeds * (the "Indemnification Threshold"), and in such event, the Principal Stockholders will be liable only for the amount by which such Losses exceed the Indemnification Threshold, (ii) the total aggregate liability of Seller under Section 7.2 the Principal Stockholders for Losses thereunder will not exceed * of this Agreement exceed $2,000,000 the Purchase Price paid (or otherwise credited) to the Stockholders, whether prior to or after the assertion of any such Losses (the “Ceiling Amount”"Indemnification Cap"), and (iii) the Principal Stockholders will not be liable for any Losses that have been included in the calculation of the Purchase Price or any Purchase Price Adjustment, whether by inclusion on the Closing Balance Sheet, pursuant to Section 1.3(c)(i), (ii) or (iii) or otherwise. Notwithstanding the foregoing, neither the Indemnification Threshold Amount nor the Ceiling Amount shall be applicable Indemnification Cap will apply to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences any Losses arising out of Section 3.2, Section 3.2(e2.4 (Capitalization), Section 3.8 2.5 (Title to Shares), Section 2.14 (Tax Matters), Section 2.21(h) (Government Contracts and Subcontracts, qui tam Whistleblower), Section 2.24 (Intellectual Property Rights), Article I (Purchase of Shares), Section 4.9 (Transaction Costs), Section 4.10 (Bonuses), Section 4.12 (Nondisclosure), Section 4.15 (Release by Stockholders), Section 4.16 (Uncollected Accounts Receivable), Section 4.17 (Tax Matters), Section 4.19 (Stockholder Notes), Section 7.3 (Attorney's Fees and Costs) and Section 3.107.5 (Brokers). Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or ---------- *Indicates confidential text omitted and filed separately with the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment.Securities and Exchange Commission. 47 (b) Notwithstanding the any contrary provisions of Section 7.36.2, Buyer shall (i) Buyers will not be required liable for any Losses thereunder unless and solely to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to extent that the aggregate amount of Losses Buyers are liable for thereunder exceeds the Seller Indemnified Indemnification Threshold, and in such event, Buyers will be liable only for the amount by which such Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 Indemnification Threshold, and (ii) the total aggregate liability of this Agreement Buyers for any amount in excess of Losses thereunder will not exceed the Ceiling AmountIndemnification Cap. Notwithstanding the foregoing, neither the Indemnification Threshold Amount nor the Ceiling Amount shall be applicable Indemnification Cap will apply to indemnification pursuant to any Losses arising out of Article I (Purchase of Shares), Section 7.3(iii3.3 (Stock Validity), Section 3.7 (Available Funds), Section 4.9 (Transaction Costs), Section 4.10 (Bonuses), Section 4.14 (Registration Statement), Section 4.16 (Uncollected Accounts Receivable), Section 4.17 (Tax Matters), Section 4.18 (Post-Closing Operation of Companies) or and Section 7.3(iv) or with respect the representations 7.3 (Attorneys Fees and warranties of Buyer set forth in Section 4.6Costs). (c) The amount of indemnity claim hereunder shall be reduced Indemnification under this Article VI and Sections 4.17 and 7.5 will constitute the sole and exclusive remedy for Losses suffered or incurred by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, parties in connection with such claim; providedthe transactions contemplated hereby, howeverexcept that the foregoing will in no way limit the rights of an Indemnified Party (as defined in Section 6.5) for any claims based on fraud or intentional misconduct by a party in connection with this Agreement, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party documents executed in connection herewith or Seller Indemnified Party from pursuing its lawful rights to subrogationthe transactions contemplated hereby. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties No party shall be entitled to assert any claim for indemnification from Seller in an amount equal pursuant to Section 5.2(b) or Section 5.3(b) unless and until the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect Losses attributable to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash Parent Indemnitees or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesStockholder Indemnitees, as the case may be, in connection with such claim; exceeds $500,000 (the "Deductible Amount"), provided, however, that thereafter the foregoing Indemnifying Party shall indemnify the Indemnified Party for the full amount of such Losses without taking into account the Deductible Amount. Except as set forth in Section 5.4(d), the maximum aggregate obligation of the Stockholders pursuant to Section 5.2 shall not bar any insurance company that has made any payment exceed the total number shares of Escrow Stock then in escrow. Except as set forth in Section 5.4(d), the maximum aggregate obligation of the Parent pursuant to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights Section 5.3 shall not exceed an amount equal to subrogationthe value, as of the Effective Time, of the Escrow Stock then in escrow, based on the Average Stock Price. (eb) Except as set forth in Section 9.6(b5.4(d), the parties agree that the foregoing indemnification provisions in this Article 7 shall be the sole and exclusive remedy and procedure for all claims for breach or inaccuracy of any representation or warranty, or agreement contained herein or in any of the parties Schedules or Exhibits attached hereto (including, without limitation, claims based in tort, breach or contract or otherwise), other than a suit for specific performance or fraud, and other than claims arising under the Ancillary Agreements. (c) Except as set forth in Section 5.4(d), the availability of the Escrow Stock for the payment of claims pursuant to Section 5.2 shall be the sole and exclusive source of recovery of the Parent Indemnitees and shall limit any other remedies available to the Parent Indemnitees hereunder or under Applicable Law (other than any claim for specific performance) for the payment of or in respect of such claims or any other claims arising hereunder. For purposes of the payment in respect of any Loss incurred by Parent pursuant to Section 5.2, the value of each share of Escrow Stock shall be determined based upon the average of the closing price of Parent Common Stock for the ten consecutive trading days ending one Business Day prior to the date of such Loss. (d) Neither the Deductible Amount nor any other limitation in this Agreement shall apply to matters involving fraud, for which there shall be no maximum or limitation with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsStockholder which has committed fraud.

Limitations on Indemnification. (a) Notwithstanding Other than with respect to any indemnification claim made with respect to Losses arising from a claim, action or proceeding related to breaches of the provisions of representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.4, or any claim for fraud, for which the limitations set forth in this Section 7.29.3 do not apply, Seller no claim for indemnification shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses brought under Section 7.2 9.2(a) unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller all Losses under Section 7.2 9.2(a) are greater than the greater of this Agreement exceed (i) $2,000,000 50,000 (the “Ceiling AmountMinimum Basket”)) and (ii) the amount by which Actual Net Working Capital exceeds Threshold Working Capital in the aggregate at which ▇▇▇▇ ▇▇▇▇▇▇ and Shareholders shall be liable for all indemnity claims made by Purchaser Indemnities for the full amount of all Losses in excess of such threshold. Notwithstanding any other provision of this Agreement, the foregoing, neither the Threshold Amount nor the Ceiling Amount Minority Shareholder shall be applicable jointly and severally liable for only twenty-five percent (25%) of the Losses required to indemnification be indemnified pursuant to Section 7.2(iii9.2 hereof. No claim for indemnification shall be brought under Section 9.4 (a) or unless the aggregate amount of all Losses for which indemnification may be sought under Section 7.2(iv9.4(a) or with respect to exceeds the representations Minimum Basket and warranties the Purchaser shall be liable for all such indemnity claims made by a Seller Indemnittee for the full amount of Seller set forth all Losses in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer excess of the intent to make $25,000. No claim for indemnification shall be brought under Section 9.4(b) unless the aggregate amount of all Losses for which indemnification may be sought under Section 9.4(b) exceeds $5,000 and Merisel shall be liable for all such indemnity claims made by a payment (Shareholder for the full amount of all Losses in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date excess of any such payment$5,000. (b) Notwithstanding The maximum liability of Seller, the provisions Shareholders, Purchaser or Merisel, as applicable, for indemnification for breaches of Section 7.3, Buyer representations and warranties shall not be required to indemnify or hold harmless any of exceed the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Purchase Price paid to Seller Indemnified Losses exceed (the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim“Indemnity Cap”); provided, however, the foregoing that such Indemnity Cap shall not bar apply to liability incurred as a result of fraud or breaches of representations and warranties by the Seller or any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as Shareholder set forth in Section 9.6(b)Sections 4.19 or 4.20, the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect or due to any claims between the parties concerning this Agreement and the other Transaction Agreements.Excluded Liability. Table of Contents

Limitations on Indemnification. (a) Notwithstanding anything herein to the provisions of Section 7.2contrary, Seller Stockholders shall not be required obligated to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 this Article 9: (i) unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect aggregate of all Buyer Indemnified Losses under Section 7.2, Damages exceeds $250,000 100,000 (the “Threshold AmountStockholders’ Basket”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal ; and (ii) to the extent that the aggregate amount of all Buyer Damages exceeds ten percent (10%) of the Buyer Indemnified Losses. In no event shall amount paid to the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Stockholders pursuant to Article 1 hereof (the “Ceiling AmountIndemnification Cap”). Notwithstanding the foregoing; provided, neither the Threshold Amount nor the Ceiling Amount that Indemnification Cap and Stockholders’ Basket shall be applicable not apply to any Company indemnification pursuant obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Company; (y) arising out of, relating to or resulting under Section 7.2(iii9.2(c) or from a breach of any of Company’s representations or warranties in Section 7.2(iv3.4 (Capitalization), or Section 3.21 (Taxes) or with respect to the representations and warranties any breach of Seller a Stockholder’s representation or warranty set forth in Section 4.3 or any breach of Stockholder’s covenants set forth herein; or (z) if the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentTransaction does not close. (b) Notwithstanding anything herein to the provisions of Section 7.3contrary, Buyer shall not be required obligated to indemnify or hold harmless any of Stockholders under this Article 9: (ii) to the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless extent that the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect aggregate of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses Stockholders Damages exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claimIndemnification Cap; provided, however, the foregoing that Buyer’s Indemnification Cap and Basket shall not bar apply to any insurance company that has made Buyer indemnification obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Buyer; (y) arising out of, relating to or resulting from any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as breach of Buyer’s covenants set forth in Section 9.6(b), herein; or (z) if the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreementsdoes not close.

Limitations on Indemnification. 12.3.1 In no event shall the total amount of Losses for which Buyer is liable pursuant to Section 12.2.1 exceed (ai) with respect to Bank of America, the BANA Purchase Price, plus the BofA Strategic Purchase Price, and (ii) with respect to Barclays, the Barclays Purchase Price. 12.3.2 Subject to Section 12.3.5, in no event shall the total amount of Losses (i) for which BANA is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price, (ii) for which BofA Strategic is liable pursuant to Section 12.2.2 exceed the BofA Strategic Purchase Price (except that BofA Strategic may be liable for up to $100,000,000 of Losses pursuant to Section 12.2.2(a)), or (iii) for which Barclays is liable pursuant to Section 12.2.2 exceed the Barclays Purchase Price; provided, however, that in no event shall the aggregate amount of Losses for which Bank of America is liable pursuant to Section 12.2.2 exceed the BANA Purchase Price plus the BofA Strategic Purchase Price. 12.3.3 Notwithstanding anything to the provisions of Section 7.2contrary contained in this Agreement, Seller the Buyer shall not be required liable for any claim for indemnification pursuant to indemnify Section 12.2.1 unless and until the aggregate amount of Losses which may be recovered from Buyer equals or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold AmountBasket”), it being understood and agreed that the amount of such Basket shall then be recoverable, together with all other Losses under Section 12.2.1 in which event Buyer Indemnified Parties excess thereof, subject to the other limitations set forth in this Article 12. 12.3.4 Notwithstanding anything to the contrary contained in this Agreement, the Sellers shall not be entitled liable for any claim for indemnification pursuant to indemnification from Seller in an amount equal to Section 12.2.2 unless and until the aggregate amount of Losses which may be recovered from Sellers equals or exceeds the Buyer Indemnified Losses. Basket, it being understood and agreed that the amount of such Basket shall then be recoverable, together with all other Losses under Section 12.2.2 in excess thereof, subject to the other limitations set forth in this Article 12. 12.3.5 In no event shall the aggregate liability total amount of Seller Losses for which Sellers are liable under Section 7.2 12.2.2 as a result of this Agreement any Proceeding instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth 10,000,000 in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit)aggregate; provided that, Seller must provide written notice this limitation shall not apply to any Losses for which Sellers are liable under Section 12.2.2 as a result of any Proceedings instituted by any Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior Indemnified Party pursuant to the due date terms and conditions of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amountthis Agreement. In addition, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer any Seller be liable under Section 7.3 12.2.2 for any Losses with respect to any Proceedings instituted by a Bridge Equity Provider (as defined in the Bridge Equity Providers Agreement) against any Seller, any Buyer Indemnified Party or any Archstone Entity after the Closing Date; provided that, this limitation shall not apply to any Losses for which Sellers are liable under Section 12.2.2 as a result of any Proceedings instituted by any Buyer Indemnified Party pursuant to the terms and conditions of this Agreement. Nothing in this Section 12.3.5 shall be deemed to limit the obligations of any Seller to indemnify the Buyer Indemnified Parties for Losses arising from any actual breach or inaccuracy of any Seller Fundamental Representation set forth in Section 4.4, other than for any such Losses that shall consist of legal fees, costs of investigation and defense, court costs and other litigation expenses incurred in connection with a Proceeding instituted by a Bridge Equity Provider, which shall be subject to the limitation set forth in this Section 12.3.5; provided that, in no event shall this Section 12.3.5 limit (a) any Buyer Indemnified Party’s recovery under this Agreement for any amount in excess Losses for which Sellers are liable under Section 12.2.2 as a result of any Proceedings instituted by any Buyer Indemnified Party pursuant to the terms and conditions of this Agreement or (b) any Sellers’ liability under and pursuant to the terms and conditions of any other agreement among any Seller and any Buyer Indemnified Party including, but not limited to, any of the Ceiling Amount. Notwithstanding Organizational Documents of any of the foregoingArchstone Entities, neither the Threshold Amount nor Voting Agreement, the Ceiling Amount shall be applicable to indemnification pursuant to Bridge Equity Providers Agreement or the Syndication Agreement. 12.3.6 For any matters that are indemnifiable by any Indemnifying Party under Section 7.3(iii) 12.2.1 or Section 7.3(iv12.2.2, (a) or if any Losses with respect to such matters are out-of-pocket Losses, then such Losses shall not be payable to the representations Indemnified Party until such expense has actually been incurred and warranties an invoice related thereto has been submitted for payment, or (b) if any Losses relate to the settlement of Buyer any claim or judgment, then such Losses shall not be payable to the Indemnified Party until the earliest of (i) the time when such settlement amount or judgment-related amount has actually been paid, (ii) with respect to any judgment, when the judgment has become final and non-appealable, and (iii) when a surety bond in respect thereof is required to be posted. 12.3.7 With respect to Losses arising from a breach of a Seller Fundamental Representation that does not relate solely to a single Seller or the Purchased Interests sold by a single Seller and with respect to any matter set forth in Section 4.612.2.2(b) or (c), each Seller shall be responsible for its ratable portion of such Losses based on the percentage of the aggregate purchase price paid by Buyer hereunder that was received by such Seller. (c) The amount of indemnity claim hereunder 12.3.8 Each Seller shall only be reduced by the amount of any tax benefit actually realized by responsible to the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of for such claim. (d) The amount Seller’s Proportionate Share of any indemnity claim hereunder shall be reduced Losses incurred by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationArchstone Entity. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller Huntington shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified LossPurchaser, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer Purchaser shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 Huntington, unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified all Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification incurred by Purchaser or Sellers pursuant to Section 7.3(iii) 5.1 or Section 7.3(iv) or with respect 5.2 (as the representations and warranties of Buyer set forth in Section 4.6. (c) The case may be), exceeds $1,500,000. Once such aggregate amount of indemnity claim hereunder shall be reduced Losses incurred by Purchaser, on the amount of any tax benefit actually realized by one hand, or Sellers, on the Buyer Indemnified Parties other hand, exceeds $1,500,000, Purchaser or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesSellers, as the case may be, shall thereupon be entitled to indemnification only for amounts in connection with excess of such claim$1,500,000; provided, however, however that the foregoing limitations contained in this sentence and the immediately preceding sentence shall not bar apply to any insurance company that has made claim of common law fraud or claims for indemnification for Excluded Liabilities. In addition, no party hereto shall assert any payment claim for indemnification hereunder, including claims relating to a Buyer Indemnified Party Excluded Liabilities, to which such party is otherwise entitled unless and until the aggregate of all such Losses (including any related claims for Losses or Seller Indemnified Party from pursuing its lawful rights to subrogationany claims for Losses arising out of the same operative set of facts) submitted for indemnification at such time exceeds $10,000, at which time all such Losses may be asserted. No party hereto shall have any obligation hereunder for any consequential liability, damage or loss or any lost profits. (eb) Except as set forth Neither Sellers, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $75,000,000 in Section 9.6(b)the aggregate with all Losses asserted by such party; provided, however that the limitations contained in this sentence shall not apply to any claim of common law fraud or claims for indemnification for Excluded Liabilities. (c) Following the Closing, the parties agree that the indemnification provisions in this Article 7 shall be the sole and exclusive remedy of the parties hereto with respect to any and all claims between relating to the matters addressed in Sections 5.1 and 5.2 (other than claims of common law fraud) shall be pursuant to the indemnification provisions set forth in this Article IV; provided however that the parties concerning may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Sellers with respect to any breach by the other Transaction Agreementsof any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding Seller shall not have any obligation to indemnify any of the provisions Purchaser Indemnitees from and against any Claims or Costs under clause (a) of Section 7.2, above, until the Purchaser Indemnitees (in the aggregate) have suffered Claims or Costs as a result of any of the matters as to which Seller is obligated to indemnify, defend, and hold the Purchaser Indemnitees harmless pursuant to Section 7.2 above that exceed the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (such amount being referred to as the "Basket"), PROVIDED, HOWEVER, that once the Basket is exceeded, Seller shall be obligated to pay Claims or Costs from the first dollar. By way of explanation, and not by way of limitation, if the Purchaser Indemnitees suffer, in the aggregate, Claims or Costs as a result of any of the matters as to which Seller is obligated to indemnify the Purchaser Indemnitees pursuant to clause (a) of Section 7.2 above that equal Fifteen Thousand and No/100ths Dollars ($15,000.00), then Seller shall not be required obligated to indemnify the Purchaser Indemnitees for such Claims or hold harmless any Costs. However, and by way of Buyer Indemnified Parties on account further example, and not by way of limitation, if the Purchaser Indemnitees suffer, in the aggregate, Claims or Costs as a result of any Buyer Indemnified Losses under matter or matters as to which Seller is obligated to indemnify the Purchaser Indemnitees pursuant to clause (a) of Section 7.2 unless above that equal One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00), then Seller shall be obligated to indemnify the liability of Purchaser Indemnitees for ALL OF such Claims or Costs (i.e., Seller in respect shall be obligated to indemnify the Purchaser Indemnitees for the full $150,000.00 of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”Claims or Costs). Notwithstanding Without limiting the generality of the foregoing, neither it is expressly agreed by Seller that Seller's liability to indemnify, defend and hold harmless the Threshold Amount nor Purchaser Indemnitees for any Claims or Costs incurred by the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iiiPurchaser Indemnitees as a result of the matters referenced in items (b), (c), (d), (e), or (f) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.27.2 above shall NOT be subject to any threshold, Section 3.2(efloor amount, or any similar limitation (however, such Claims or Costs incurred by Purchaser as a result of the matter or matters referenced in items (b), (c), (d), (e), or (f) of Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination 7.2 above SHALL be included for the purposes of cash or determining whether the surrender of Consideration Units for redemption (valued at $21.00 per Consideration UnitBasket has been reached); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer Puchaser shall not be required have any obligation to indemnify or hold harmless any of the Seller Indemnified Parties on account of Indemnitees from and against any Seller Indemnified Loss Claims or Costs under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss7.1, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3above, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of until the Seller Indemnified Losses exceed Indemnitees (in the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iiiaggregate) have suffered Claims or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties Costs as a result of such claim. (d) The amount any of any indemnity claim hereunder shall be reduced by the matters as to which Purchaser is obligated to indemnify, defend, and hold the Seller Indemnitees harmless pursuant to Section 7.1 above that exceed the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (such amount being referred to as the case may be"Basket"), PROVIDED, HOWEVER, that once the Basket is exceeded, Purchaser shall be obligated to pay Claims or Costs from the first dollar. By way of explanation, and not by way of limitation, if the Seller Indemnitees suffer, in connection with such claim; providedthe aggregate, howeverClaims or Costs as a result of any of the matters as to which Purchaser is obligated to indemnify the Seller Indemnitees pursuant to Section 7.1 above that equal Fifteen Thousand and No/100ths Dollars ($15,000.00), the foregoing then Purchaser shall not bar be obligated to indemnify the Seller Indemnitees for such Claims or Costs. However, and by way of further example, and not by way of limitation, if the Seller Indemnitees suffer, in the aggregate, Claims or Costs as a result of any insurance company matter or matters as to which Purchaser is obligated to indemnify the Seller Indemnitees pursuant to Section 7.1 above that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. equal One Hundred Fifty Thousand and No/100ths Dollars (e) Except as set forth in Section 9.6(b$150,000.00), the parties agree that the indemnification provisions in this Article 7 then Puchaser shall be obligated to indemnify the exclusive remedy Seller Indemnitees for ALL OF such Claims or Costs (i.e., Purchaser shall be obligated to indemnify the Seller Indemnitees for the full $150,000.00 of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreementssuch Claims or Costs).

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement, the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any right of Buyer Indemnified Parties on account of any Indemnitees to indemnification for Buyer Indemnified Losses under Section 7.2 8.2 shall be subject to the following provisions: (i) No indemnification shall be payable pursuant to Sections 8.2(a) or (b) unless the liability total of all claims for indemnification pursuant to such Section exceeds $100,000 in the aggregate, whereupon only the amount of such claims in excess of the foregoing threshold amount shall be recoverable in accordance with the terms hereof; (ii) No indemnification by Seller shall be payable pursuant to Sections 8.2(a) or (b) in excess of $400,000; provided, however, that such $400,000 limit shall be reduced dollar for dollar for each dollar of indemnification payments payable by Seller pursuant to Section 8.5(a)(iii) which exceeds $400,000; (iii) Any indemnification by Seller payable pursuant to Section 8.2(f) shall (A) first be limited to an aggregate of $400,000 and (B) in the event any such indemnification exceeds $400,000, it shall be payable up to an additional $400,000 but only to the extent indemnification by Seller payable pursuant to Sections 8.2(a) or (b) is less than $400,000; and (iv) No claim for indemnification shall be made pursuant to Section 8.2 unless one or more of the Buyer Indemnitees gives written notice to Seller asserting a claim, providing reasonable detail as to such claim, for Buyer Losses before the expiration of the time period set forth below: (A) for claims under Sections 8.2(a), the period from the Closing Date through January 1, 2006; (B) for claims under Section 8.2(b), at any time after Closing; (C) for claims under Section 8.2(c), for a period of one year after Seller's breach of any covenant, agreement or obligation of Seller in respect this Agreement; (D) for claims under Sections 8.2(d), (e) and (g), until the expiration of such Buyer Indemnified Lossthe statute of limitations applicable to the matter(s) covered thereby, when aggregated with if any, or if none is applicable, the liability sixth (6th) anniversary of Seller in respect of all Buyer Indemnified Losses the Closing Date; and (E) for claims under Section 7.2, exceeds $250,000 (the “Threshold Amount”8.2(f), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to for a period of six (6) years after the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentClosing. (b) Notwithstanding any other provision of this Agreement, the provisions right of Section 7.3, Buyer shall not be required Seller Indemnitees to indemnify or hold harmless any of the indemnification for Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties 8.3 shall be entitled to indemnification from Buyer in an amount equal subject to the aggregate following provisions: (i) No indemnification shall be payable pursuant to Section 8.3(a) unless the total of all claims for indemnification pursuant to such Sections exceeds $100,000 in the aggregate, whereupon only the amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount such claims in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount foregoing threshold amount shall be applicable to recoverable in accordance with the terms hereof; (ii) No indemnification by Buyer shall be payable pursuant to Section 7.3(iii8.3(a) for amounts in excess of $400,000; and (iii) No claim for indemnification shall be made pursuant to Section 8.3 unless one or more of the Seller Indemnitees gives written notice to Buyer asserting a claim, providing reasonable detail as to such claim, for Seller Losses before the expiration of the time period set forth below: (A) for claims under Sections 8.3(a), the period from the Closing Date through January 1, 2006; (B) for claims under Section 7.3(iv) 8.3(c), for a period of one year after Buyer's breach of any covenant, agreement or with respect the representations and warranties obligation of Buyer set forth in Section 4.6this Agreement; (C) for claims under Sections 8.3(b), (d) and (e), until the expiration of the statute of limitations applicable to the matter(s) covered thereby, if any, or if none is applicable, the sixth (6th) anniversary of the Closing Date. (c) The amount All payments under this ARTICLE 8 shall be treated as an adjustment to the Purchase Price. In the event the adjustment is attributable to an identifiable Asset or Assumed Liability, such adjustment shall be allocable to such Asset or Assumed Liability. Otherwise, such adjustment shall be allocable to the goodwill being purchased hereunder. In the event of indemnity claim hereunder a payment under this ARTICLE 8 the parties shall cooperate in good faith to make such determination and allocation as provided for in this Section. Furthermore, subject to the foregoing, where any Tax Benefit is available to the Indemnified Party with respect to any indemnifiable Loss, the Indemnity payment shall be reduced dollar for dollar by the amount of such Tax Benefit actually received. "Tax Benefit" means the excess of (i) Taxes that would have been incurred by the Indemnified Party if the applicable Indemnity Claim had not been incurred by the Indemnified Party, and (ii) the actual Taxes payable by the Indemnified Party (such Taxes being determined after taking into account any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimbasis adjustment attributable to amounts calculated to be due hereunder in all future periods). (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the aggregate liability of Seller and Shareholder under Section 9.2(a) shall be limited to thirty percent (a30%) Notwithstanding of the provisions amount of Section 7.2, the Purchase Price (the "Cap") and in no event shall Seller shall not or the Shareholder be required to indemnify or hold harmless make to any of Buyer Indemnified Parties on account of Buyer's Indemnitee any Buyer Indemnified Losses payments to satisfy its obligations under Section 7.2 unless the liability of Seller 9.2(a) in respect excess of such Buyer Indemnified Lossamount; provided, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2however, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties that this Cap shall be entitled not apply to indemnification from Seller in an amount equal to the aggregate amount a breach of the Buyer Indemnified Lossesrepresentations or warranties relating to Assets contained in Section 2.16. In no event shall Buyer's Indemnitees be entitled to seek any relief or exercise any rights against either Seller or the Shareholder pursuant to the terms of Section 9.2(a) until and solely to the extent Buyer Damages hereunder exceed an aggregate amount of $300,000; provided, however that Seller and Shareholder shall indemnify Buyer's Indemnitees from any claims resulting from a breach of the customs, tax environmental or product warranty representations and warranties contained in Section 2.14, Section 2.23, Section 2.25 and Section 2.28, respectively, from the first dollar for claims or liabilities of Seller for which Buyer is to be held harmless pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate liability of Seller Buyer under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount 9.4(a) shall be applicable limited to indemnification pursuant to Section 7.2(iiithirty percent (30%) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (amount of the Purchase Price and in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, no event shall Buyer shall not be required to indemnify or hold harmless make to any of the Seller Indemnified Parties on account of Seller's Indemnitee any Seller Indemnified Loss payments to satisfy its obligations under Section 7.3 unless the liability of Buyer 9.4(a) in respect excess of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amountamount. In no event shall Seller's Indemnitees be entitled to seek any relief or exercise any rights against either Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to the terms of Section 7.3(iii9.4(a) or Section 7.3(iv) or with respect until and solely to the representations and warranties of Buyer set forth in Section 4.6. (c) The extent Seller Damages hereunder exceed an aggregate amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim$300,000. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the any contrary provisions of Section 7.26.1, Seller shall except as set forth in the following sentence, (i) the Principal Stockholders will not be required liable for any Losses thereunder unless and solely to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to extent that the aggregate amount of Losses the Buyer Indemnified Losses. In no event shall Principal Stockholders are liable for thereunder exceeds * (the "Indemnification Threshold"), and in such event, the Principal Stockholders will be liable only for the amount by which such Losses exceed the Indemnification Threshold, (ii) the total aggregate liability of Seller under Section 7.2 the Principal Stockholders for Losses thereunder will not exceed * of this Agreement exceed $2,000,000 the Purchase Price paid (or otherwise credited) to the Stockholders, whether prior to or after the assertion of any such Losses (the “Ceiling Amount”"Indemnification Cap"), and (iii) the Principal Stockholders will not be liable for any Losses that have been included in the calculation of the Purchase Price or any Purchase Price Adjustment, whether by inclusion on the Closing Balance Sheet, pursuant to Section 1.3(c)(i), (ii) or (iii) or otherwise. Notwithstanding the foregoing, neither the Indemnification Threshold Amount nor the Ceiling Amount shall be applicable Indemnification Cap will apply to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences any Losses arising out of Section 3.2, Section 3.2(e2.4 (Capitalization), Section 3.8 2.5 (Title to Shares), Section 2.14 (Tax Matters), Section 2.21(h) (Government Contracts and Subcontracts, qui tam Whistleblower), Section 2.24 (Intellectual Property Rights), Article I (Purchase of Shares), Section 4.9 (Transaction Costs), Section 4.10 (Bonuses), Section 4.12 (Nondisclosure), Section 4.15 (Release by Stockholders), Section 4.16 (Uncollected Accounts Receivable), Section 4.17 (Tax Matters), Section 4.19 (Stockholder Notes), Section 7.3 (Attorney's Fees and Costs) and Section 3.107.5 (Brokers). Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or ----------------- *Indicates confidential text omitted and filed separately with the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentSecurities and Exchange Commission. (b) Notwithstanding the any contrary provisions of Section 7.36.2, Buyer shall (i) Buyers will not be required liable for any Losses thereunder unless and solely to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to extent that the aggregate amount of Losses Buyers are liable for thereunder exceeds the Seller Indemnified Indemnification Threshold, and in such event, Buyers will be liable only for the amount by which such Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 Indemnification Threshold, and (ii) the total aggregate liability of this Agreement Buyers for any amount in excess of Losses thereunder will not exceed the Ceiling AmountIndemnification Cap. Notwithstanding the foregoing, neither the Indemnification Threshold Amount nor the Ceiling Amount shall be applicable Indemnification Cap will apply to indemnification pursuant to any Losses arising out of Article I (Purchase of Shares), Section 7.3(iii3.3 (Stock Validity), Section 3.7 (Available Funds), Section 4.9 (Transaction Costs), Section 4.10 (Bonuses), Section 4.14 (Registration Statement), Section 4.16 (Uncollected Accounts Receivable), Section 4.17 (Tax Matters), Section 4.18 (Post-Closing Operation of Companies) or and Section 7.3(iv) or with respect the representations 7.3 (Attorneys Fees and warranties of Buyer set forth in Section 4.6Costs). (c) The amount of indemnity claim hereunder shall be reduced Indemnification under this Article VI and Sections 4.17 and 7.5 will constitute the sole and exclusive remedy for Losses suffered or incurred by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, parties in connection with such claim; providedthe transactions contemplated hereby, howeverexcept that the foregoing will in no way limit the rights of an Indemnified Party (as defined in Section 6.5) for any claims based on fraud or intentional misconduct by a party in connection with this Agreement, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party documents executed in connection herewith or Seller Indemnified Party from pursuing its lawful rights to subrogationthe transactions contemplated hereby. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.29.02(a), Seller neither the Company nor any of the Significant Stockholders shall not be required to indemnify or hold harmless any of Buyer the Purchaser Indemnified Parties on account of any Buyer Purchaser Indemnified Losses Loss under Section 7.2 9.02(a) unless the liability of Seller the Company and the Significant Stockholders in respect of such Buyer that Purchaser Indemnified Loss, when aggregated with the liability of Seller the Company and the Significant Stockholders in respect of all Buyer Purchaser Indemnified Losses under Section 7.2, exceeds $250,000 9.02 (the “Threshold Amount”a), in which event Buyer Indemnified Parties shall be entitled exceeds, and only to indemnification from Seller in an amount equal to the extent the aggregate amount of all those Purchaser Indemnified Losses does exceed, the Buyer Indemnified LossesThreshold Amount. In no event shall (i) the liability of any Significant Stockholder under Section 9.02(a) exceed that Significant Stockholder's Pro Rata Share of the Significant Stockholder Ceiling Amount or (ii) the aggregate liability of Seller each Stockholder under Section 7.2 9.02(b) exceed that Stockholder's Stockholder Pro Rata Share of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.39.03, Buyer Purchaser shall not be required to indemnify or hold harmless any of the Seller Stockholder Indemnified Parties on account of any Seller Stockholder Indemnified Loss under Section 7.3 unless the liability of Buyer Purchaser in respect of such Seller that Stockholder Indemnified Loss, when aggregated with the liability of Buyer Purchaser in respect of all Seller Stockholder Indemnified Losses under Section 7.3Losses, exceeds exceeds, and only to the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to extent the aggregate amount of the Seller all those Stockholder Indemnified Losses exceed does exceed, the Threshold Amount. In no event shall Buyer Purchaser be liable under this Agreement, including Section 7.3 of this Agreement 9.03, for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties There shall be entitled to indemnification from Seller in an amount equal to no liability for Damages for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified LossesParties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Buyer Indemnified Parties. In There shall be no event shall liability for Damages for breaches of representations and warranties unless and until the aggregate liability amount of all Damages for all claims asserted by the Seller under Section 7.2 Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of this Agreement exceed Damages exceeds Five Hundred Thousand Dollars ($2,000,000 500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars (the “Ceiling Amount”$250,000). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable recoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5(a) shall not apply to indemnification pursuant to Section 7.2(iii(i) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.23.2 (Authority), Section 3.2(e3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 3.10. Seller may satisfy any obligations arising pursuant 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in partSection 9.5(a) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymenthave been exceeded. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any The indemnification obligations of the Seller Indemnified Parties on account Sellers for breaches of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties representations and warranties shall be entitled limited to indemnification from Buyer in an amount equal to the aggregate amount Ten Million Dollars ($10,000,000). The indemnification obligations of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 for breaches of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount representations and warranties shall be applicable limited to indemnification pursuant an amount equal to Ten Million Dollars ($10,000,000). The foregoing limitations in this Section 7.3(iii9.5(b) or Section 7.3(ivabove shall not apply to (i) or with respect the representations and warranties of Buyer set forth in Section 4.63.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded. (c) The amount For purposes of indemnity claim hereunder determining any breach of any representation or warranty for purposes of indemnification under this Article IX, all representations and warranties shall be reduced treated as if the words “materially,” “in all material respects” or similar words were omitted from such representations and warranties. The indemnification obligations of the parties hereto and the rights and remedies that may be exercised by the amount of any tax benefit actually realized an Indemnified Party shall not be limited or otherwise affected by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimany information furnished to, or any investigation made by or knowledge of any of the Indemnified Parties or any of their Representatives. (d) The amount of any indemnity claim that may be recovered hereunder by an Indemnified Party shall be reduced by the an amount of equal to any proceeds of insurance recovery actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party (except to the extent of any repayment or Seller Indemnified Party from pursuing its lawful rights increase in past, present or future insurance premiums or other similar repayment mechanisms payable following the date of the claim giving rise to subrogation. (esuch increase, determined on a present value basis) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 and shall be the exclusive remedy appropriately adjusted for calculations of the parties with respect related Tax consequences and for the time value of money. The Buyer shall have the right to determine in its sole discretion whether to pursue any claims between the parties concerning this Agreement and the other Transaction Agreementssuch insurance or Tax recovery.

Limitations on Indemnification. (a) Notwithstanding To the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer extent that the Partnership Indemnified Parties on account of any Buyer Indemnified Losses under would otherwise be entitled to indemnification for Damages pursuant to Section 7.2 unless 9.1, the liability of Seller in Contributing Parties shall be liable only if (i) the Damages with respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds to a claim exceed $250,000 825,000 (the “Threshold Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $24,000,000 (the “Deductible Amount”), in which event Buyer Indemnified and then the Contributing Parties shall be entitled to indemnification from Seller in an amount equal liable only for Damages to the aggregate amount extent of any excess over the Buyer Indemnified LossesDeductible Amount. In no event shall the Contributing Parties’ aggregate liability of Seller to the Partnership Indemnified Parties under Section 7.2 of this Agreement 9.1 exceed $2,000,000 280,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither (i) the Threshold Deductible Amount nor shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2, Section 3.4, Section 3.21 and Section 3.22 and (ii) the Ceiling Amount shall be applicable not apply to indemnification pursuant to Section 7.2(iii) breaches or Section 7.2(iv) or with respect to the inaccuracies of representations and warranties contained in Section 3.4; provided, that the Contributing Parties’ aggregate liability for a breach or inaccuracy of Seller set forth in the first and second sentences of such Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior 3.4 shall not exceed an amount equal to the due date Aggregate Consideration minus the amount of any such paymentall other Damages payable by the Contributing Parties hereunder. (b) Notwithstanding To the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of extent the Seller Contributing Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall would otherwise be entitled to indemnification from Buyer for Damages pursuant to Section 9.2, the Partnership Parties shall be liable only if (i) the Damages with respect to a claim exceed the Minimum Claim Amount and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in an amount equal the aggregate, the Deductible Amount, and then the Partnership Parties shall be liable only for Damages to the aggregate amount extent of any excess over the Seller Indemnified Losses exceed the Threshold Deductible Amount. In no event shall Buyer be liable the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 7.3 of this Agreement for any amount in excess of 9.2 exceed the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Deductible Amount shall be applicable not apply to indemnification pursuant to Section 7.3(iii) breaches or Section 7.3(iv) or with respect the inaccuracies of representations and warranties of Buyer set forth contained in Section 4.64.1, Section 4.2 and Section 4.4. (c) The amount of indemnity claim hereunder shall Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be reduced liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the amount of any tax benefit actually realized by indemnified party or parties except to the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimextent resulting pursuant to Indemnity Claims. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding In no event shall (i) the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses Seller’s indemnification obligations arising under Section 7.2 unless this Agreement exceed in the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 aggregate JPY 5 billion (the “Threshold Indemnity Cap”), and (ii) the Purchaser Indemnitees be entitled to assert any claims for indemnification under this Article 11 until the Purchaser Indemnitees’ aggregate Damages are in excess of JPY 50 million (the “Deductible Amount”), at which point the Seller will be liable only for amounts in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal excess of the Deductible Amount up to the aggregate amount of the Buyer Indemnified Losses. Indemnity Cap; provided, however, that (x) the Indemnity Cap shall not apply to Damages arising from the matters described in Section 11.2(b) and (y) the Deductible Amount shall not apply to Damages arising from the matters described in Section 11.3(b) ([*]). (b) In no event shall the aggregate liability of Seller Purchaser Indemnitees be entitled to assert any claims for indemnification under Section 7.2 of this Agreement exceed $2,000,000 Article 11 after the date which is eighteen (18) months after the Closing Date (the “Ceiling AmountInitial Indemnity Period”). Notwithstanding the foregoing; provided, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2however, Section 3.2(ethat claims arising under Sections 11.2(b), 11.2(d) and 11.3(b) ([*]) may be asserted at any time until the applicable statute of limitations, if any, has expired; and provided, further, that claims arising under Section 3.8 and Section 3.10. Seller 11.3(b) for Damages arising during periods after the Closing Date may satisfy any obligations arising pursuant to this Article 7 in any combination be asserted within 3 months from the later of cash (a) the date which is three years after the Closing Date or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of date on which the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer lawsuit set forth in Section 4.611.3(b)(ii) is completed. (c) The amount In no event shall (i) the Purchaser’s indemnification obligations arising under this Agreement exceed in the aggregate the Indemnity Cap, (ii) the Seller Indemnitees be entitled to assert any claims for indemnification under this Article 11 until the Seller Indemnitees’ aggregate Damages are in excess of indemnity claim hereunder shall the Deductible Amount, at which point the Purchaser will be reduced by liable only for amounts in excess of the Deductible Amount up to the amount of any tax benefit actually realized by the Buyer Indemnified Parties Indemnity Cap, or (iii) the Seller Indemnified Parties as a result of such claim. (d) The amount of Indemnitees be entitled to assert any indemnity claim hereunder shall be reduced by claims for indemnification under this Article 11 after the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claimInitial Indemnity Period; provided, however, that claims arising under Section 11.4(b) may be asserted at any time until the foregoing shall not bar any insurance company applicable statute of limitations, if any, has expired. Note: [*] indicates material that has made any payment been omitted and filed separately with the Securities and Exchange Commission pursuant to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationrequest for confidential treatment. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. Anything contained in this Agreement to the contrary notwithstanding: (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability Licensee be liable for, or required to make any payment pursuant to, clause (i) of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing13.1, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to any breach of any representation or warranty of Parent and Licensee (other than with respect to any breach or inaccuracy in any of the representations and warranties of Seller Parent and Licensee set forth in Section 8.2(a) which shall not be subject to the first Licensee Deductible Amount), for any indemnifiable Damages suffered by the Licensor Indemnified Parties unless and second sentences until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Seller Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 3.2, Section 3.2(e7.2 of the Purchase Agreement exceeds $1,000,000 (the "Licensee Deductible Amount"), and then only to the extent of such excess, provided that Damages indemnified hereunder in respect of claims made by the Licensor Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 3.8 8.2(a), and Section 3.10. Seller may satisfy any obligations arising pursuant Damages indemnified under the Purchase Agreement in respect of claims made by the Purchaser Indemnified Parties (as defined in the Purchase Agreement) with respect to this Article 7 breaches or inaccuracies in any combination the representations or warranties of cash or Sellers (as defined in the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided thatPurchase Agreement) set forth in Sections 4.1, Seller must provide written notice to Buyer 4.2, and 4.6 and 4.7 of the intent to make a payment (in whole or in part) by surrendering Consideration Units Purchase Agreement, shall be disregarded for redemption at least five business days prior to purposes of determining whether the due date of any such payment.aggregate Damages exceed the Licensee Deductible Amount as described above; (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer Licensor be liable under for, or required to make any payment pursuant to, clause (i) of Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing13.2, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect to any breach of any representation or warranty of Licensor (other than with respect to any breach or inaccuracy in any of the representations and warranties of Buyer Licensor set forth in Section 4.6.8.1(a)) which shall not be subject to the Licensor Deductible Amount), for any indemnifiable Damages suffered by the Licensee Indemnified Parties unless and until the aggregate dollar amount of all such Damages, taken together with the aggregate dollar amount of all indemnifiable Damages suffered by the Purchaser Indemnified Parties (as such term is defined in the Purchase Agreement) under clause (i) of Section 7.3 of the Purchase Agreement exceeds $1,000,000 (the "Licensor Deductible Amount"), and then only to the extent of such excess, provided that Damages indemnified hereunder in respect of claims made by the Licensee Indemnified Parties with respect to breaches or inaccuracies in the representations or warranties set forth in Section 8.1(a), and Damages indemnified under the Purchase Agreement in respect of claims made by the Seller Indemnified Parties (as defined in the Purchase Agreement) with respect to breaches or inaccuracies in the representations or warranties set forth in Section 3.1, 3.2, 3.10(c), 3.19, 3.21 and 3.22 of the Purchase Agreement, shall be disregarded for purposes of determining whether the aggregate Damages exceed the Licensor Deductible Amount as described above; (c) The amount in no event shall Licensor or Licensee be liable for, or required to make any payment pursuant to, Sections 13.1 or 13.2 (i) to the extent arising out of indemnity any indemnifiable matter unless a claim hereunder shall be reduced therefor is asserted specifying in good faith, in reasonable detail and in writing by the amount of any tax benefit actually realized by the Buyer applicable Licensor Indemnified Parties Party or the Seller Licensee Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesParty, as the case may be, within the time period that such indemnifiable matter survives in connection accordance with Section 13.4, failing which such claim; providedclaim shall be waived and extinguished, however(ii) to the extent arising out of any legislation not in force as of the Effective Date or any change of Law or administrative practice, which takes effect retroactively to periods prior to the foregoing shall Effective Date, (iii) which are merely estimates of Damages and not bar actual Damages or (iv) to the extent that the indemnifiable Damages have been incurred as a result of any insurance company that has made any payment to a Buyer failure by the Licensor Indemnified Party or Seller Licensee Indemnified Party from pursuing its lawful rights Party, as the case may be, to subrogation.mitigate such Damages as required by applicable law; and (ed) Except as set forth in no event shall Licensor or Licensee be liable for any damages of the type described in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements16.2.

Limitations on Indemnification. (a) Notwithstanding the provisions The sole and exclusive source of Section 7.2, Seller shall not be required recovery for indemnification available to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Parent Indemnified Parties shall be entitled (i) first, by making deductions from any amounts payable to indemnification from Seller in an amount equal Stockholders (or to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Payments Administrator on their behalf) pursuant to Section 7.2 3.07 or Section 3.08 of this Agreement exceed $2,000,000 Agreement, with such deduction not being greater, in the aggregate, than the R&W Retention Amount (the “Ceiling AmountEarn-Out Indemnification Deduction”). Notwithstanding , (ii) second (for the foregoingavoidance of doubt, neither only after having reached the Threshold Amount nor amount available pursuant to clause (i) of this sentence), the Ceiling Amount shall be applicable R&W Policy to indemnification the extent covered thereby, (iii) third, (A) solely in respect of any claims for breaches of Company Fundamental Representations or claims resulting from Fraud by or on behalf of the Company (collectively, the “Special Losses”) (and for the avoidance of doubt, only after having reached the amount available pursuant to clause (ii) of this sentence), either, at Parent’s option, (1) from each Stockholder for their Indemnification Pro Rata Share of the Special Losses or (2) by making deductions from any amounts payable to Stockholders (or to the Payments Administrator on their behalf) pursuant to Section 7.2(iii) 3.07 or Section 7.2(iv3.08; (B) or with solely in respect to of any claims for breaches of the representations and warranties of Seller the Company set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising 4.12 or claims pursuant to Section 10.02(a)(iii) (and for the avoidance of doubt, only after having reached the amount available pursuant to clause (ii) of this Article 7 in sentence) by making deductions from any combination of cash amounts payable to Stockholders (or to the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit)Payments Administrator on their behalf) pursuant to Section 3.07 or Section 3.08; provided that, Seller must provide written notice to Buyer of the intent to make a payment (that in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer such Stockholder be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling AmountPer Share Merger Consideration actually received by such Stockholder as of the time of such indemnifiable claim; provided, further, that any limitation of liability in this Section 10.04(a) with respect to a Stockholder shall not apply in the case of Fraud committed by such Stockholder; provided, further, that the Earn-Out Indemnification Deduction will not be decreased by any other deductions made to amounts paid to Stockholders (or to the Payments Administrator on their behalf). For the avoidance of doubt, other than in the cases of Special Losses, in no event will any Parent Indemnified Party be entitled to recover for any indemnification claim from any Stockholder. (b) Notwithstanding anything to the foregoingcontrary in this Agreement, neither in no event will (i) the Threshold Amount nor Stockholders be liable for any amounts taken into account in the Ceiling Amount shall calculation of Final Aggregate Purchase Price (including any amounts included in Closing Indebtedness), (ii) the Stockholders be applicable to indemnification pursuant to liable more than once in respect of the same Loss (notwithstanding that such Loss may result from more than one of the occurrences specified in Section 7.3(iii10.02) or Section 7.3(iv(iii) or any Stockholder be liable hereunder for any amount in excess of the Per Share Merger Consideration actually received by such Stockholder, except with respect the representations and warranties of Buyer set forth in Section 4.6to Fraud committed by such Stockholder. (c) The amount Notwithstanding anything to the contrary in this Agreement, other than in the case of indemnity claim hereunder any claims resulting from Fraud by or on behalf of the Company (which shall be reduced by considered Special Losses for purposes of this Section 10.04), with respect to any Special Indemnity Losses, the amount sole and exclusive source of any tax benefit actually realized by recovery for indemnification shall be the Buyer Indemnified Parties or then-remaining balance of the Seller Indemnified Parties as a result of such claimSpecial Indemnity Holdback. (d) The amount of any indemnity claim Each Person entitled to indemnification hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, otherwise to reimbursement for Losses in connection with such claimthe transactions contemplated by this Agreement shall use all reasonable efforts to mitigate all Losses upon becoming aware of any event or circumstance that would reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith; provided, however, any and all such direct and indirect costs and expenses related to such mitigation may be included with the Losses for which indemnification may be sought under this Article X. (e) The right to indemnification, payment of Losses or other remedies based on any representations, warranties, covenants or agreements set forth in this Agreement or in any certificate delivered with respect hereto will not be affected by any investigation conducted with respect to, or any knowledge or information acquired (or capable of being acquired) by any Party at any time (other than, for the avoidance of doubt, any disclosures set forth in the Company Disclosure Schedule), whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. (f) With respect to the Parent Indemnified Parties, Losses shall not include (1) in respect of Section 10.02(a)(i) Taxes with respect to taxable periods or portions thereof beginning after the Closing Date, except Taxes attributable to a breach of the representations set forth in Section 4.12(d), Section 4.12(g), Section 4.12(h) and Section 4.12(i) and (2) Taxes that are due to the unavailability in any taxable period or portion thereof beginning after the Closing Date of any net operating losses or other Tax attributes from a Pre-Closing Tax Period. (g) For purposes of this Article X, any breach of any representation, warranty, covenant or agreement shall be determined, and the resulting determination of any Losses shall be calculated, without regard to any “materiality,” “material,” “Material Adverse Effect” or similar materiality qualification with respect thereto; provided that the foregoing shall not bar any insurance company that has made any payment apply to a Buyer Indemnified Party Section 4.08(b) or Seller Indemnified Party from pursuing its lawful rights to subrogationthe terms “Material Contract”, “Material Contracts”, and “Material Product and Trial Information”. (eh) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in The amount of any and all Losses under this Article 7 shall X will be determined net of any amounts actually recovered by the exclusive remedy of the Indemnified Party under indemnification agreements or arrangements with third parties or under insurance policies with respect to such Losses. If any claims between Indemnified Party shall recover any duplicate Losses pursuant to indemnification agreements or arrangements with third parties or under insurance policies or otherwise subsequent to recovering corresponding Losses from the parties concerning Stockholders pursuant to this Agreement Article X, such Indemnified Party shall promptly reimburse and deliver the amount of such duplicate recovery to the Payments Administrator, and, immediately thereafter, Parent and the other Transaction AgreementsStockholder Representative shall provide a joint written instruction to the Payments Administrator to deliver such amount promptly to the applicable Stockholders in accordance with this Agreement.

Limitations on Indemnification. (a) Notwithstanding 8.3.1 The indemnification obligations of the provisions of Section 7.2, Seller Founders under Article 8.1 above for Losses shall not be required exceed the total sum of 280,000 euros, breakdown between the Founders as follows: - 190,400 euros for Mr. Pachai; - 33,600 euros for M▇. ▇▇▇▇▇▇▇; - 28,000 euros for Mr. Olart; and - 28,000 euros for M▇. ▇▇▇▇▇. 8.3.2 The Founders’ obligation hereunder is subject to indemnify or hold harmless any a deductible (franchise) of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless 50,000 euros. If this deductible is reached, only the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties excess shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentpayable. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) 8.3.3 The amount of any indemnity claim payable hereunder on account of a Loss shall be reduced by any insurance proceeds received by the Indemnified Party with respect thereto. 8.3.4 The Purchaser shall not be entitled to make a claim for indemnification for Losses against the Founders in respect of any assessment for taxes which merely modifies the tax period during which a deductible charge or amortization may be taken or in respect of any VAT assessment (except if such VAT is not recoverable and cannot be recharged to the customers). 8.3.5 The Purchaser shall not be entitled to make a claim for indemnification against the Founders in respect of any Loss for which a specific provision or reserve (provision) has been made in the limit of that Loss, as a line item in, or in the notes to, the Interim Accounts. If the Loss is superior to the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties specific provision or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howeverreserve, the foregoing Purchaser shall not bar any insurance company that has made any payment be entitled to make a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogationclaim for indemnification against the Founders only for the difference between the amount of such specific provision of reserve and the noted Loss. (e) Except as 8.3.6 The limitations set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 8.3 shall be the exclusive remedy of the parties with respect however not apply to any claims between Losses resulting from events or circumstances which the parties concerning this Founders failed to disclose to the Purchaser in the Agreement and or its Exhibits. They shall further not apply to any legal or other expenses, such as attorneys’ or other experts’ fees reasonably incurred by the other Transaction AgreementsPurchaser or the Company in pursuing a claim against the Founders on the ground of a Loss, nor shall they apply to any interest which might be due by the Founders on the amount of indemnification.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 7.2this Article VIII, (i) Seller shall not be required liable, pursuant to indemnify or hold harmless Section 8.01(a), for (x) any Losses suffered by any Purchaser Indemnitee unless the aggregate of Buyer Indemnified Parties all Losses suffered by the Purchaser Indemnitees exceeds, on account a cumulative basis, $2,000,000, and then only to the extent of any Buyer Indemnified such excess or (y) any individual items where the Loss relating thereto is less than $25,000 (and such items shall not be aggregated for purposes of the immediately preceding clause (x)), provided, that the limitations of this clause (i) shall not apply with respect to any Losses under Section 7.2 unless with respect to (A) any Fundamental Rep or (B) the liability representations and warranties of Seller set forth in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 3.07(e) (the “Threshold AmountSpecified Contracts Rep”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall ; (ii) the aggregate liability of Seller hereunder, pursuant to Section 8.01(a), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $30,000,000, provided, that such cap shall not apply with respect to any Losses with respect to (A) any Fundamental Rep or (B) the Specified Contracts Rep; (iii) neither party hereto shall be liable to the other for punitive damages claimed by such other party (excluding any such damages payable by an Indemnified Party to a third party); (iv) the aggregate liability of Seller pursuant to Section 8.01 shall in no event exceed the Purchase Price; (v) subject to the immediately preceding clause (iv), the aggregate liability of Seller pursuant to Section 8.01(c) shall in no event exceed $25,000,000, and (vi) with respect to Seller’s liability under Section 7.2 of this 8.01(c), Seller’s liability shall be determined as follows: (A) Seller shall first satisfy any liability under Section 8.01(c) by returning to Purchaser fees paid by Purchaser under the Transition Services Agreement, and then (B) once all fees paid by Purchaser under the Transition Services Agreement exceed have been returned to Purchaser, Seller shall not have any further liability under Section 8.01(c) until the additional un-indemnified Losses suffered by the Purchaser Indemnitees exceed, on a cumulative basis, $2,000,000 (the “Ceiling AmountTSA Deductible”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount and then Seller shall be applicable liable under Section 8.01(c) to the amount of such excess; provided, however, that the TSA Deductible shall not apply to any claims for 101951134.15 indemnification under Section 8.01(c) for the reimbursement of fees and expenses of third party auditors or accountants that are retained by Purchaser to remedy a material breach by Seller under the Transition Services Agreement of Seller’s financial services and financial reporting obligations. (b) Purchaser and Seller shall cooperate with each other in good faith with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making reasonable efforts to mitigate or resolve any such claim or liability. (c) Purchaser acknowledges that it has made its own inquiry and investigation into, and, based thereon and on the representations and warranties of Seller and its affiliates in this Agreement and the Ancillary Agreements and in the schedules, certificates and other documents delivered in connection herewith and therewith, has formed an independent judgment concerning, the Transferred Assets, the Business and the transactions contemplated by this Agreement, the Assumed Liabilities and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Purchaser further acknowledges and agrees that, (i) other than the representations and warranties of Seller and its affiliates contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered in connection herewith or therewith, none of Seller, any of its affiliates or any other person has made any representation or warranty either expressed or implied (A) with respect to Section 7.2(iiithe Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements or (B) as to the accuracy or Section 7.2(ivcompleteness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements furnished or made available to Purchaser and its representatives, (ii) Purchaser has not relied on any representation or warranty from Seller, any Seller Subsidiary or any other person in determining to enter into this Agreement, except as expressly set forth in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered in connection herewith or therewith, and (iii) other than with respect to the representations and warranties of Seller set forth and its affiliates contained in the first and second sentences of Section 3.2this Agreement or any Ancillary Agreement or any schedule, Section 3.2(e)certificate or other document delivered in connection herewith or therewith, Section 3.8 and Section 3.10. Seller may satisfy any obligations arising Purchaser shall have no claim or right to indemnification pursuant to this Article 7 VIII and none of Seller, any of its affiliates or any other person shall have or be subject to any liability to Purchaser or any other person with respect to any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser and any information, documents or material made available to Purchaser and its representatives in certain “data rooms”, management presentations or any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer other form in expectation of the intent to make a payment (transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoing, except as expressly set forth in whole this Agreement or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3Ancillary Agreement, Buyer shall not be required to indemnify or hold harmless Purchaser acknowledges and agrees that neither Seller nor any of the Seller Indemnified Parties on account Subsidiaries makes any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. Purchaser acknowledges and agrees that, except as expressly set forth in this 101951134.15 Agreement, it shall obtain rights in the Transferred Assets and the Business in their present condition and state of repair, “as is” and “where is. Purchaser and Seller Indemnified Loss under Section 7.3 unless acknowledge that the liability Business and existing businesses of Buyer in respect Purchaser share certain customers, and consequently a breach of such any representation or warranty by Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified hereunder could give rise to Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding that are incurred by Purchaser’s other existing businesses; notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount parties hereto agree that any such Losses incurred by Purchaser’s existing businesses shall be applicable not give rise to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth indemnifiable damages hereunder. Nothing in Section 4.6. this paragraph (c) The amount shall or is intended to eliminate, modify or limit in any respect (A) any of indemnity the representations, warranties, covenants or agreements of Seller and its affiliates in this Agreement and the Ancillary Agreements and any schedule, certificate or other document delivered in connection herewith or therewith or (B) any claim hereunder shall be reduced for fraud by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claimBuyer. (d) The amount Each of any indemnity claim hereunder shall be reduced by Seller and Purchaser further acknowledges and agrees that, should the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified PartiesClosing occur, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the sole and exclusive remedy of the parties with respect to any and all claims between relating to this Agreement, the parties concerning Transition Services Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby or by the Transition Services Agreement (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Agreement Article VIII. In furtherance of the foregoing, each of Seller and Purchaser hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) Seller or Purchaser or any other Seller Indemnitee or Purchaser Indemnitee may have against the other Transaction or any of the other’s affiliates or any of the other’s or the other’s affiliates’ respective directors, officers and employees arising under or based upon this Agreement, the Transition Services Agreement, any document or certificate delivered in connection herewith, any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation, common law or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII). Other than with respect to the Transition Services Agreement, this paragraph (d) shall not apply to any of the other Ancillary Agreements.

Limitations on Indemnification. (a) Notwithstanding anything else in this Agreement to the provisions contrary, Buyer Parties shall only be entitled to indemnification from the Shareholders pursuant to this Article VII if the amount of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer all Indemnified Losses under Section 7.2 unless incurred in the liability of Seller in respect of such aggregate by the Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, Parties exceeds Fifty Thousand dollars ($250,000 50,000) (the “Threshold AmountDeductible”). If the aggregate amount of all Indemnified Losses incurred by the Buyer Parties exceeds in the aggregate the Deductible, in which event the Buyer Indemnified Parties shall be entitled to indemnification from Seller for all such Indemnified Losses in an amount equal to the aggregate amount excess of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”)Deductible. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to obligation and liability for any and all Indemnified Losses and any other indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller obligations set forth in this Agreement by the first and second sentences Shareholders shall not exceed fifteen percent (15%) of the Adjusted Purchase Price (the “Indemnification Cap”) and, subject to Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant 7.3(c) the aggregate amount to be paid by a Shareholder under this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer VII shall not be required to indemnify exceed his or hold harmless any her Pro Rata Interest as set forth on the Certificate of the Seller Indemnified Parties on account Share Ownership of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to 15% of the Adjusted Purchase Price. Notwithstanding the foregoing to the contrary, neither the Deductible nor the Indemnification Cap shall apply to any claims for fraud or any claims for breach under Sections 3.1, 3.2(a), 3.2(c), 3.3, and 3.4, for which Buyer Parties’ rights to indemnification shall be unlimited. Notwithstanding the foregoing to the contrary the obligation and liability for any and all Indemnified Losses relating to the breach of Section 3.6(a) and/or Section 3.6(i) (and any other Tax-related representation, warranty, or covenant under this Agreement, to the extent that the circumstances giving rise to such breach also give rise to a breach of Section 3.6(a) or 3.6(i)) shall be considered separately from all other Indemnified Losses, and such amount shall not exceed Ten Million Dollars ($10,000,000) (the “Tax Indemnification Cap”). Any Losses from, and any indemnification or recovery relating to, the breach of such Section 3.6(a) and Section 3.6(i) (and any other Tax-related representation, warranty, or covenant under this Agreement, to the extent that the circumstances giving rise to such breach also give rise to a breach of Section 3.6(a) or 3.6(i)) shall be distinct from and considered separately from (and such Losses shall not be included in) the aggregate amount of the Seller all Indemnified Losses exceed when giving effect to the Threshold Amount. In no event shall Buyer provisions relating to the Indemnification Cap, and the aggregate amount to be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or paid by a Shareholder with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing thereto shall not bar any insurance company that has made any payment to a Buyer Indemnified Party exceed his or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except her Pro Rata Interest as set forth in Section 9.6(b), on the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy Certificate of Share Ownership of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction AgreementsTax Indemnification Cap.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding the provisions aggregate liability of the Indemnifying Sellers pursuant to Section 7.28.2(a)(i) for Losses of the Purchaser Indemnified Parties based upon, resulting from or arising out of the breach or inaccuracy of representations and warranties made by the Article II Representing Parties in Article II or made by any Seller in Article III (other than Losses based upon, resulting from or arising out of fraud or intentional breach of any of such representations and warranties made by the Article II Representing Parties in Article II or any Seller in Article III or any breach or inaccuracy of any of the Fundamental Representations or the Tax Representations) shall not be required exceed Ten Million Dollars ($10,000,000); (b) the Indemnifying Sellers shall have no liability pursuant to indemnify Section 8.2(a)(i) for Losses of the Purchaser Indemnified Parties based upon, resulting from or hold harmless arising out of the breach or inaccuracy of representations and warranties made by the Article II Representing Parties in Article II or any Seller in Article III (other than Losses based upon, resulting from or arising out of fraud or intentional breach of any of Buyer such representations and warranties or any breach or inaccuracy of any of the Fundamental Representations or the Tax Representations) until the aggregate amount of all such Losses of the Purchaser Indemnified Parties on account of any Buyer Indemnified Losses for which indemnification would otherwise be available under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, 8.2(a)(i) exceeds Two Hundred‑Fifty Thousand Dollars ($250,000 250,000) (the “Threshold Basket Amount”), in after which event Buyer the Indemnifying Sellers will be obligated to indemnify the Purchaser Indemnified Parties shall be entitled for only that portion of such Losses that exceed the Basket Amount; (c) the aggregate liability of the Indemnifying Sellers pursuant to indemnification Section 8.2(a)(i) for Losses of the Purchaser Indemnified Parties based upon, resulting from or arising out of the breach or inaccuracy of representations and warranties made by the Article II Representing Parties in Article II or any Seller in Article III, including the Fundamental Representations and the Tax Representations (but excluding any Losses based upon, resulting from or arising out of fraud or intentional breach of any of such representations and warranties made by the Article II Representing Parties in Article II or any Seller in Article III), shall not in any event or under any circumstance exceed an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit)Purchase Price; provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim.and (d) The amount of no Indemnified Party will be entitled to recover indirect, special, consequential, punitive or other similar damages pursuant to Sections 8.2 or 8.3, except to the extent actually paid to a third‑party pursuant to an award, decree or settlement in any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such third‑party claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.and

Limitations on Indemnification. (a) Notwithstanding the provisions of indemnification described in Section 7.27.03, the Seller Representatives shall not be required to indemnify or hold harmless any of Buyer Purchaser Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with any matter referred to in Section 7.03(a)(ii) unless the liability of Seller in respect aggregate amount of all Buyer Indemnifiable Losses suffered by Purchaser Indemnified Losses under Parties for matters referred to in Section 7.2, 7.03(a)(ii) exceeds $250,000 3,000,000 (the “Threshold AmountBasket”), in which event Buyer Indemnified Parties case such Seller Representatives shall be entitled to indemnification from Seller liable for such Indemnifiable Losses only for amounts in an amount equal to the aggregate amount excess of the Buyer Indemnified LossesBasket; provided, however, that the foregoing Basket limitations contained in this Section 7.04(a) will not apply to claims for indemnification pursuant to Section 7.03(a)(ii) in respect of breaches of, or inaccuracies in, the representations and warranties contained in the Specified Representations (or as such Specified Representations are repeated or confirmed in the certificate delivered at Closing pursuant to Section 6.02(a)) or any representations or warranties related to Taxes or any Indemnifiable Tax Loss. In no event shall Seller Representatives be required to indemnify Purchaser Indemnified Parties in respect of Indemnifiable Losses suffered by Purchaser Indemnified Parties under this Article VII other than from amounts which are part of the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 Indemnity Escrow Account (the “Ceiling AmountIndemnity Limit”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer Seller Representatives shall not be required liable to indemnify a Purchaser Indemnified Party hereunder for any Indemnifiable Losses or hold harmless claim(s) for (i) punitive damages, (ii) incidental, consequential, or special damages, (iii) exemplary damages, or (iv) similar damages (other than damages of the type described in any of the Seller foregoing clauses (i) through (iv) which are owed by a Purchaser Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification Party pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6a Third Party Claim). (c) The For purposes of determining the amount of indemnity claim hereunder Indemnifiable Losses, such amount shall be reduced by the amount of all insurance policy proceeds actually received by or paid on behalf of any tax benefit actually realized by of the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties its Affiliates (net of any increase to such insurance policy premiums as a result thereof). Additionally, there shall be deducted from the amount of the Indemnifiable Loss any indemnification, contribution, or other similar payment actually recovered by any such claimPurchaser Indemnified Party from any third party. (d) The Any amount due under this Article VII shall be reduced for any Tax benefits of any indemnity claim the Purchaser Indemnified Parties actually realized. Any payment hereunder shall be reduced by to reflect any such net Tax benefit only after any such Purchaser Indemnified Party has actually realized such benefit. For purposes of this Agreement a Purchaser Indemnified Party shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such time as, the amount of any proceeds of insurance actually received Taxes required to be paid by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Purchaser Indemnified Party or Seller Indemnified Party from pursuing its lawful rights is reduced below the amount of Taxes that it would have been required to subrogationpay but for deductibility of such Indemnifiable Losses. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

Limitations on Indemnification. (a) Notwithstanding Section 9.2, no Parent Indemnified Party or Company Indemnified Party may recover pursuant to the provisions indemnity set forth in Section 9.2 unless and until Losses in excess of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless $25,000 in the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 aggregate (the “Threshold Basket Amount”)) has or have been incurred, in after which event Buyer Indemnified Parties case such Person shall be entitled to indemnification from Seller in an amount equal recover pursuant to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller indemnity set forth in Section 9.2 all such Losses, including the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such paymentBasket Amount. (b) Notwithstanding Except as provided in Section 9.3(d) and Section 9.3(e), claims for indemnification against the provisions of Section 7.3, Buyer Escrow Fund shall not be required the sole and exclusive remedy for the Parent Indemnified Parties with respect to indemnify claims resulting from or hold harmless relating to any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer matters set forth in Section 4.69.2(a). (c) The Except as provided in Section 9.3(d) and Section 9.3(e), the maximum aggregate amount of indemnity claim hereunder that all Company Indemnified Parties shall be reduced by eligible to recover pursuant to the amount indemnity set forth in Section 9.2(b) shall be equal to the product of any tax benefit actually realized by (i) the Buyer Indemnified Parties or number of Escrow Shares and (ii) the Seller Indemnified Parties average of the closing sale prices of one share of Parent Common Stock as a result of such claimreported on the American Stock Exchange for the ten (10) consecutive trading days immediately prior to the Closing Date (the “Average Price”). (d) The amount Nothing in this Agreement shall limit the liability of any indemnity claim hereunder shall be reduced by the amount Person in respect of any proceeds of insurance actually received fraud committed by such Person. Notwithstanding any provisions to the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, howevercontrary, the foregoing limitations set forth in this Section 9.3 shall not bar apply to any insurance company that has made any payment to a Buyer Indemnified Party claim against the Escrow Fund, the Shareholders or Seller Indemnified Party from pursuing its lawful rights to subrogationParent based on fraud. (e) Except as The maximum aggregate liability of the Shareholders, and the sole remedy of the Parent Indemnified Parties with respect to the indemnity set forth in Section 9.6(b9.2(a) for breach of any representations and warranties in Section 3.10 (Taxes) and/or Section 3.29 (Employment), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy recovery by the Parent Indemnified Parties of the parties with respect Merger Shares (valued at the Average Price) held by the Shareholders and, to any claims between the parties concerning this Agreement extent the Merger Shares have been sold by the Shareholders as permitted by the Lock-Up Agreement, the amount in cash equal to the product of the number of Merger Shares so sold and the other Transaction AgreementsAverage Price.