Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. The Seller shall have no liability, nor be subject (a) To the extent that the Partnership Indemnitees or the Western Indemnitees are entitled to any claim, under indemnification for Damages pursuant to Section 8.2(a8.2(a)(i) in respect or Section 8.2(b)(i) (but not including Damages for breaches of any inaccuracy in Fundamental Representations or any breach of any representation and warranty for breaches of the Seller contained representations or warranties in this Agreement Section 3.4(c) or Section 3.7(g)) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, SPPR and Western, on the one hand, or the Partnership, on the other hand, as the case may be, shall not be liable for those Damages unless and until the aggregate amount of Losses Damages exceeds $720,000 in 2,100,000 (the aggregate“Deductible”), and then only to the extent of Losses in excess of any such amountexcess; provided, however, that no indemnified party shall submit a claim for indemnification to the indemnifying party unless (A) the Damages in no event respect of such claim (or series of related claims) exceed $50,000 (each such claim (or series of related claims) with Damages that do not exceed $50,000, a “De Minimis Claim”), or (B) the amount of all De Minimis Claims exceeds $250,000 in the aggregate, after which all De Minimis Claims shall be applied to the liability Deductible from the first dollar (not just the amount in excess of $250,000); provided, further, that SPPR and Western, on the one hand, or the Partnership, on the other hand, shall not be liable for Damages pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed, in the aggregate, $21,000,000 (the “Cap”). (b) The Partnership Indemnitees shall only be entitled to indemnification from SPPR and Western pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) (x) following an inspection of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained applicable Storage Tank performed in the last sentence ordinary course of Section 2.3(abusiness consistent with Schedule 3.7(g), and (y) or in Sections 3.1such event, 3.2, 3.4, 3.9 or 3.20only for reasonable and necessary documented out-of-pocket costs and expenses incurred to address any such breach; provided, however, that neither SPPR nor Western shall be liable for such costs and expenses unless the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the aggregate amount of Losses exceeds such costs and expenses (of all Storage Tanks) exceed $100,000 in the aggregate, 500,000 and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer excess; provided, further, that neither SPPR nor Western shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable for such costs and expenses pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) that collectively exceed, in the aggregate, $4,000,000. The Partnership shall be responsible for all costs and expenses relating to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect performance of any liability such Storage Tank inspection. (c) Notwithstanding Section 8.9(a), to the extent the same is included Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, in the Statement case of Working Capital as defined the Partnership Indemnitees, Damages for breach of the representations or warranties in Section 2.33.12), SPPR and Western, on the one hand, or the Partnership, on the other hand, as the case may be, shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, (i) SPPR and Western shall be fully liable (A) for Damages pursuant to Sections 8.2(a)(iii), 8.2(a)(iv), 8.2(b)(iii) and 8.2(b)(iv), as applicable, and for breaches of Fundamental Representations without regard to the Deductible or the Cap, and (ii) the Partnership shall be fully liable for Damages pursuant to Section 8.1(b) or 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap. (d) Notwithstanding Section 8.9(a), with respect to Covered Environmental Losses under Section 8.8(a), the Western Indemnitees shall not be obligated to indemnify, defend and hold harmless the Partnership Indemnitees for any such Covered Environmental Loss until such time as the amount of such Covered Environmental Losses associated with an individual claim exceeds $100,000 (the “Environmental Deductible”), at which time the Western Indemnitees shall be obligated to indemnify the Partnership Indemnitees for the amount of Covered Environmental Losses with respect to such claim under Section 8.8(a) that are in excess of the Environmental Deductible that are incurred by the Partnership Indemnitees.

Limitations on Indemnification. (a) The Seller shall have no liability, nor be subject Company Indemnified Persons are not entitled to any claim, under Section 8.2(a) indemnification in respect of any inaccuracy in or any breach of any representation claim under Section 7A.1(a) (i) unless such claim (which may be aggregated with (A) all related claims, and warranty (B) all claims arising out of the Seller contained in this Agreement unless same facts and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of circumstances) involves Losses in excess of such amount$50,000, and (ii) unless and until Losses in accordance with Section 7A.1 (a) have been incurred, paid or properly accrued in an aggregate amount greater than $2,500,000 (the “Parent Indemnification Threshold”); providedprovided that for the purpose of determining whether the Parent Indemnification Threshold has been exceeded, howeverclaims (when aggregated with (A) all related claims, that in no event shall the liability and (B) all claims arising out of the Seller with respect to same facts and circumstances) involving Losses exceed of $10,000,00050,000 or less shall be excluded. Notwithstanding the foregoing, the provisions of Company Indemnified Persons shall be entitled to recover for, and the previous limitations set forth in the preceding sentence shall not apply to, any Losses with respect to any breach of any representation or warranty made by Parent or Merger Sub in Sections 3.1, 3.2 or 3.3. Once the indemnities contained Parent Indemnification Threshold has been exceeded, the Company Indemnified Persons shall be entitled to recover all Losses in excess of the Parent Indemnification Threshold. (b) Parent is liable for Losses under Section 8.2(b) or 7.1A up to an aggregate maximum amount of $48,750,000 prior to the first anniversary of the Closing Date and $24,375,000 (less the aggregate amount of Losses in excess of $24,375,000 actually paid at any time to any Loss Company Indemnified Party) between the first anniversary of the Closing Date and the second anniversary of the Closing Date (as adjusted, the “Parent Cap”); provided that no Losses arising out of, relating to or otherwise by virtue of any breach of or inaccuracy in or any breach of the representations and warranties contained in Sections 3.1, 3.2 or 3.3 shall be subject to the last sentence Parent Cap. Notwithstanding anything to the contrary contained herein, except in cases of Section 2.3(afraud or intentional misrepresentation, the maximum aggregate amount of indemnifiable Losses arising out of, relating to or otherwise by virtue of the causes enumerated in Sections 7A.1(a) or (b) (other than any breach of or inaccuracy in any of the representations or warranties contained in Sections 3.1, 3.23.2 or 3.3) that may be recovered from Parent shall be limited to the amount of the applicable Parent Cap. Notwithstanding any other provision of this Agreement, 3.4, 3.9 or 3.20; provided, however, that the Seller any pending claim made hereunder shall have no liability, nor only be subject to the Parent Cap in effect at the time such claim was made and no pending unresolved or unsatisfied claim for Losses shall be limited in any claim, under Section 8.2(a) in respect of manner by any inaccuracy in or any breach annual adjustment of the representations Parent Cap. (c) The Company agrees and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 acknowledges that, except in the aggregatecase of fraud or intentional misrepresentation or the failure of Parent to pay the Merger Consideration, the remedies provided in ARTICLE 7 and then only this ARTICLE 7A shall after the Effective Time, be the sole and exclusive remedy available to the extent parties hereto for any claim or cause of Losses action arising out of, in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, connection with or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to Agreement or the extent the same is included in the Statement of Working Capital as defined in Section 2.3transactions contemplated herein.

Limitations on Indemnification. The Notwithstanding anything to the contrary in this Agreement: (a) the aggregate liability of Seller for Losses pursuant to Sections 8.2(a), (d) and (g) shall have no liabilitynot exceed 20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances), nor be subject except that the aggregate liability of Seller for Losses pursuant to any claim, under Section 8.2(a) in respect of any inaccuracy in or any related to the breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last first sentence of Section 2.3(a) or 2.1 and in Sections 3.12.2, 3.22.3(a), 3.42.7, 3.9 or 3.20; provided2.12, however2.16 and 2.17 (together with the aggregate liability of Seller pursuant to Sections 8.2(a), (d) and (g)) shall not exceed the Purchase Price; (b) the aggregate liability of Buyer for Losses pursuant to Sections 8.3(a) shall not exceed 20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances), except that the Seller shall have no liability, nor be subject aggregate liability of Buyer for Losses pursuant to any claim, under Section 8.2(a8.3(a) in respect related to the breach of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 3.1, 3.2(a), 3.3, 3.4 and 3.5 shall not exceed the Purchase Price; (c) no Indemnified Party will be entitled to recover indirect, special, consequential, incidental, punitive or business interruption damages or lost revenues, profits, cost savings or synergies pursuant to Sections 8.2(a) or 8.3(a); provided, however, that the parties acknowledge and agree that for purposes of this Article VIII, any damages actually paid by either of them to a third party (other than an Affiliate) shall be considered direct damages for which recovery may be sought in accordance with the terms hereof; (d) no claim for indemnification may be made by a Buyer Indemnitee pursuant to Section 8.2 or by a Seller Indemnitee pursuant to Section 8.3 unless notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement or which otherwise form the basis of the claim) has been given to the party from whom indemnification is sought (the “Indemnifying Party”) during the relevant survival period set forth in Section 8.1 (which, for purposes of Sections 8.2(a) and 8.3(a), will be the survival period of the representation and warranty alleged to have been breached); (e) Seller shall have no liability pursuant to Sections 8.2(a) and (d) (x) for any Losses with respect to an individual matter or series of related matters until the cumulative aggregate amount of the Losses with respect to such matter or series of related matters exceeds U.S. $25,000 (the “Threshold Amount”), in which case the amount of all such Losses (including those that are less than the Threshold Amount) shall be included for purposes of computing the Losses that are indemnifiable hereunder and/or applicable against the Basket Amount pursuant to clause (y) below; and (y) until the aggregate amount of the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Sections 8.2(a) and (d) exceeds $100,000 1% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances) (the “Basket Amount”), after which Seller will be obligated to indemnify for only that portion of such Losses of the Buyer Indemnitees Company that exceed the Basket Amount; provided that the limitations set forth in sub clause (y) of this paragraph (e) shall not apply to Losses related to the aggregatebreach of any of the representations or warranties contained in Sections 2.1, 2.2, 2.3(a), 2.7, 2.12, 2.16 and then only 2.17; and (f) Seller shall have no liability pursuant to Section 8.2 for any Loss to the extent a reserve with respect to such Loss is included in or taken into account in the calculation or determination of Losses Closing Working Capital or reflected in excess of such amount the Balance Sheet or for any Loss associated with periodic groundwater monitoring at the St. Cheron and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable St. Fromond facilities to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy extent such monitoring is in all material respects of the parties for money damages under same nature, magnitude and frequency as that conducted as of the Closing. (g) Notwithstanding any other provision of this Agreement. No , (x) in the event that Buyer, the Transferred Companies or their Affiliates initiate any communication with or make any notice to any Person (including Governmental Authorities) not reasonably required by applicable Environmental Requirements that could reasonably be expected to result in or prompt Losses for which indemnification is would otherwise be available pursuant to this Sections 8.2(d) or (e) or Section VIII 8.2(a) (in respect of a breach of a representation and warranty contained in Section 2.14), Seller shall not be responsible (and shall not indemnify Buyer Indemnitees) for any such Losses and (y) Seller shall have no liability under Section 8.2(d) and Section 8.2(a) (in respect of a breach of a representation and warranty contained in Section 2.14) for Losses to the extent occurring as a result of or triggered by (A) the same is included in closure or demolition after the Statement Closing of Working Capital as defined in Section 2.3any part of any facility of a Transferred Company, or (B) environmental testing conducted on the Real Property following the Closing, except for such testing required to be undertaken by applicable Environmental Requirements.

Limitations on Indemnification. (a) The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) indemnifications in respect of any inaccuracy in or any breach of any representation and warranty favor of the Seller Buyer Indemnified Parties contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller Section 7.3(b)(i) (except with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.43.3, 3.9 or 3.20; provided3.4 and 3.5(a) hereof, howeverTaxes, litigation and legal claims relating to occurrences prior to the Effective Time), Section 7.3(b)(ii) (except with respect to Article I hereof), Section 7.3(b)(iv), Section 7.3(c)(i) (except with respect to Article II, Sections 3.1, 3.2, 3.3, 3.4 and 3.5(a) hereof, Taxes, litigation and legal claims relating to occurrences prior to the Effective Time), Section 7.3(c)(ii) (except with respect to Article I hereof) and Section 7.3(c)(iv) shall be effective only to the extent that the aggregate dollar amount of all Losses indemnified against under such Sections (i) exceeds $100,000 and (ii) shall not exceed $2,000,000. (b) The indemnifications in favor of the Seller Indemnified Parties contained in Section 7.4(a) (except with respect to Sections 4.1, 4.2 and 4.3(a) hereof) and Section 7.4(b) (except with respect to Article I hereof, and the employment and non-competition agreements attached hereto as Exhibits C, D and E) shall have no liability, nor be subject effective only to the extent that the aggregate dollar amount of all Losses indemnified against under such Section (i) exceeds $100,000 and (ii) shall not exceed $2,000,000. (c) No Buyer Indemnified Party or Seller Indemnified Party shall be entitled to recover any claim, amounts pursuant to this Article VII to the extent such Person is entitled to recover such amounts under Section 8.2(ainsurance policies. (d) The Buyer and the Sellers shall not be entitled to indemnification under this Article VII in respect of any inaccuracy in or any breach of the representations and warranties contained in this Agreement (except with respect to Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by 3.19) if the Buyer shall not apply toward or the $720,000 Seller Representatives, respectively, knowingly waived such breach at the Closing in Losses retained by writing. (e) Any payment to the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII Article VII (except in respect of any liability Article I hereof) shall be made pursuant to the Escrow Agreement, to the extent the same is included in Escrow Amount has not been depleted. (f) The obligations of each Seller under Section 7.3 shall be limited to his or its Pro Rata share of the Statement of Working Capital as defined in Section 2.3Consideration.

Limitations on Indemnification. The Seller 12.4.1. Notwithstanding any other provision of this Agreement to the contrary, in no event shall have no liabilityLosses include a party's incidental, nor consequential or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses which form the basis for any claim for indemnification hereunder. 12.4.2. Notwithstanding any other provision of this Agreement to the contrary, Sellers shall not be subject liable to any claim, under Section 8.2(a) Buyer in respect of any inaccuracy in or any breach of any representation and warranty of indemnification hereunder except to the Seller contained in this Agreement unless and until extent that the aggregate amount of Losses of Buyer under this Agreement exceeds Five Hundred Thousand Dollars ($720,000 in 500,000) (the aggregate"Basket Amount"), and then only to the extent of Losses in the excess over the amount of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed Two Hundred Fifty Thousand Dollars ($10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20250,000); provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the aggregate amount of Losses exceeds of Buyer under this Agreement shall not exceed Four Million Dollars ($100,000 4,000,000) (the "Indemnity Cap"); further provided, however, the Basket Amount shall not be applicable to any amounts owed in connection with the determination of the Proration Amount pursuant to Section 2.6, to the payment or reimbursement obligations of Sellers under Sections 8.2 and 8.4.8, or to the indemnities set forth in Section 12.2(a) or Section 12.2(b); further provided, however, the Indemnity Cap shall not be applicable (i) if the transfer of the License Assets to Buyer has not occurred on or prior to such date which is four (4) years from the date of this Agreement as a result of a default under, or breach of, any of the terms of this Agreement by Sellers, (ii) if the Closing has not occurred on or prior to such date which is four (4) years from the date of this Agreement under the circumstances described in the aggregatesecond sentence of Section 11.1.2, and then only or (iii) in the event of fraud. 12.4.3. Notwithstanding any other provision of this Agreement to the extent contrary, Buyer acknowledges and agrees that the maximum aggregate liability of Sellers pursuant to this Agreement to Buyer and any third parties for any and all Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward exceed the $720,000 in Losses retained by the Indemnity Cap, regardless of whether Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, seeks indemnification pursuant to this Section VIII shall be the exclusive remedy Article 12, regardless of the parties for money form of action, whether in contract or tort, including negligence, and regardless of whether or not Sellers are notified of the possibility of damages to Buyer or any other third party; provided, however, the Indemnity Cap shall not be applicable if the transfer of the License Assets to Buyer has not occurred on or prior to such date which is four (4) years from the date of this Agreement as a result of a default under, or breach of, any of the terms of this Agreement by Sellers, (ii) if the Closing has not occurred on or prior to such date which is four (4) years from the date of this Agreement under the circumstances described in the second sentence of Section 11.1.2, or (iii) in the event of fraud. 12.4.4. Each party (a "recipient party") shall notify the other party in writing (the "representing party") reasonably promptly of any perceived breach by the representing party of which the recipient party has knowledge of any representations, warranties, covenants and agreements, and of any Losses (including a brief description of the same) of the recipient party caused thereby. In the event of any breach that is cured prior to the Transfer Date in accordance with the terms of this Agreement. No indemnification is available pursuant , the representing party shall have no obligation under Section 12.2 or Section 12.3 or otherwise to this Section VIII in indemnify the recipient party with respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3such Losses.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to (a) Notwithstanding any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained other provision in this Agreement unless and to the contrary, a party shall not be liable to indemnify the other party pursuant to this Article IX until the amount aggregate of Losses exceeds all claims for which indemnity is required to be made hereunder shall exceed $720,000 in 12,500,000 (the aggregate“Deductible”) and thereafter, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall further Damages for which indemnification hereunder is sought exceed the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20Deductible; provided, however, that the Seller aggregate amount of Damages recoverable pursuant to this Article IX shall have no liabilitybe limited to $60,000,000 (the “Cap”); provided, nor however, that the Deductible and Cap shall not apply to Damages related to the failure to be subject to any claim, under Section 8.2(a) in respect true and correct of any inaccuracy in or any breach of the representations and warranties contained set forth in Sections 3.1 (Organization and Standing), 3.2 (Corporate Power and Authority), 4.1 (Organization and Qualification), 4.2 (Authority), and 4.5 (Membership Interests and Ownership), and the Intermediate LLC Certificate and 5.1 (Organization), 5.2 (Authorization), 5.4 (Ownership of Membership Interests), 5.6 (Organization), 5.7 (Authorization), and 5.8 (Membership Interests and Ownership) hereof and provided further, except as otherwise provided in this Agreement, no portion of this Section 9.3 shall apply to any indemnification obligation described in Section 3.20 unless 6.10. (b) Except as otherwise provided in this Agreement, the rights and until obligations of the amount of Losses exceeds $100,000 in parties with respect to indemnification for any and all Tax matters shall be governed by Section 6.10. Any payments made pursuant to this Article IX or Section 6.10 shall constitute an adjustment to the aggregatePurchase Price for Tax purposes and shall be treated as such by the Buyer, the Seller, the Company and then only Intermediate LLC on their Returns to the extent of Losses in excess of such amount and such $100,000 in Losses retained permitted by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Law.

Limitations on Indemnification. The Seller shall have no liability, nor be subject Notwithstanding anything to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained contrary in this Agreement ARTICLE XI, (a) (i) no claim for indemnification shall be made by any Indemnified Party unless and until the aggregate amount of Losses exceeds of the Indemnified Parties exceed one million two hundred thousand dollars ($720,000 in 1,200,000) (the aggregate, “Deductible Amount”) and then only to the extent of such Losses in excess of such amountexceed the Deductible Amount; provided, however, that and (ii) in no event shall the liability aggregate obligation of the Seller Indemnifying Parties under this Article XI exceed twelve million dollars ($12,000,000) (the “Cap”); provided, that the Deductible Amount and the Cap shall not apply to: (1) Losses pursuant to Section 11.1(b); and (2) Losses arising under Section 11.1(a) solely with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and or warranties contained in the last sentence of Section 2.3(a) or set forth in Sections 3.13.1 (Corporate Existence and Power), 3.2Section 3.2 (Corporate Authorization), 3.4Section 3.4 (Subsidiaries), 3.9 or 3.20Section 3.5 (Capitalization and Ownership), Section 4.1 (Ownership of Stock; providedAuthority), howeverSection 0 (Due Incorporation), that the Seller shall have no liabilitySection 5.2 (Corporate Authorization), nor be subject to any claimSection 5.9 (Capitalization and Ownership of Parent), under and Section 8.2(a) in respect 5.14 (Issuance and Ownership of any inaccuracy in or any breach of the Parent Common Stock (such representations and warranties contained in Section 3.20 unless and until shall be collectively referred to as the amount “Fundamental Representations”); and (b) no party hereto shall have any liability under any provision of Losses exceeds $100,000 in the aggregatethis Agreement or otherwise for any punitive, and then only incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the extent breach or alleged breach of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, this Agreement or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy any of the parties for money damages under agreements contemplated hereby or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. The Seller No Indemnifying Party hereto shall have no liabilityany liability with respect to, nor be subject or obligation to any claimindemnify for, Losses under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of Article V hereof unless the Seller contained in this Agreement unless and until the aggregate amount of Losses exceeds for which such Indemnifying Party would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $720,000 500,000, it being agreed that in such event the aggregate, Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and then the Indemnitee will be entitled to receive only to the extent amount of such Losses in excess of such amountthreshold; provided, however, that such threshold shall not apply to losses related to title to the Contributed Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or any of the matters described in no event shall Sections 2.2, 2.3, 2.10, 2.19, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof. Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of the Seller with respect to Losses Contributor and the Guarantor, on the one hand, and of the Parent and the Acquiror, on the other hand, shall not exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.203,000,000; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer limitation shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to any breaches asserted with respect to Sections 2.2, 2.3, 2.19, 3.2 or 3.3 or any claims with respect to title to the other for lost profitsContributed Assets, lost revenuesthe Pre-Closing Liabilities or the Post-Closing Liabilities, lost opportunity costs, costs of financing, or punitive damages. If in which case the Closing occurs, maximum indemnification pursuant to this Section VIII shall be the exclusive remedy liability of the parties for money damages under this AgreementContributor and the Guarantor, on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed $45,000,000. No indemnification is available pursuant The Parties confirm that the indemnities and their terms contained herein are not subject to this Section VIII in respect or qualified by limitations and qualifications of any liability to the extent the same is included indemnities set forth in the Statement of Working Capital as defined in Section 2.3Omnibus Agreement.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to (a) Notwithstanding any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained other provision in this Agreement unless and to the contrary, a party shall not be liable to indemnify the other party pursuant to this Article IX or Article VI until the amount aggregate of Losses exceeds all claims for which indemnity is required to be made pursuant to this Agreement shall exceed $720,000 in 3,000,000 (the aggregate“Deductible “) and thereafter, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall further Damages for which indemnification hereunder is sought exceed the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20Deductible; provided, however, that the Seller Deductible shall have no liabilitynot apply to Damages related to (i) the failure to be true and correct of (x) the representations and warranties set forth in Sections 3.1 (Organization and Qualification), nor be subject to any claim3.2 (Authority), under Section 8.2(a3.3 (Subsidiaries and Investments), 3.21 (Financial Advisors), 4.1 (Organization and Qualification) and 4.2 (Authority) and (y) only those covenants set forth in respect Sections 2.15(c) and (d), 5.1(b), (c) and (d), 5.7(e), 5.14 and 6.2(c), and (ii) the failure, as held by a court of any inaccuracy in competent jurisdiction, of the Company or any breach of its Subsidiaries to conduct its business in the ordinary course of business in all material respects in accordance with Section 5.1. (b) Notwithstanding any other provision in this Agreement to the contrary, no party shall be required to indemnify the other party pursuant to this Article IX for an aggregate amount of Damages exceeding $40,000,000 (the “Cap “); provided further, however, that the Cap shall not apply to Damages related to the failure to be true and correct of the representations and warranties contained set forth in Section 3.20 unless Sections 3.1 (Organization and until the amount of Losses exceeds $100,000 in the aggregateQualification), 3.2 (Authority), 3.3 (Subsidiaries and then only to the extent of Losses in excess of such amount Investments), 3.5 (Capitalization), 3.21 (Financial Advisors), 4.1 (Organization and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Qualification) and 4.2 (Authority).

Limitations on Indemnification. The Notwithstanding any other provision of this Section 11, no Claims shall be brought for indemnification after the survival period set forth in Section 10 hereof, and Seller shall have no liability, nor not be subject obligated to make any claim, under payment or payments pursuant to this Section 8.2(a) 11 in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the an aggregate amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of the Holdback Amount (the “Cap”), and the indemnification obligation of Seller hereunder shall be further limited as follows: Seller shall not be obligated to make any payment for indemnification pursuant to Section 11.1 until the aggregate amount of indemnification payments under such amountSection exceeds $50,000 (the “Threshold Amount”), whereupon Seller shall be obligated to pay in full up to the Cap all such amounts for indemnification; provided, however, that in no event shall the liability sole recourse of the Seller Buyer Indemnified Parties under this Section 11 shall be the Holdback Amount which will be held by Buyer in accordance with respect to Losses exceed $10,000,000. Notwithstanding the foregoingSection 2.5 hereof; provided, the provisions further, that for purposes of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any a breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.23.3, 3.4, 3.9 or 3.20; provided3.13, however3.16, that 3.17, 3.18, 4.2 and 4.4 only, the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII Cap shall be the exclusive remedy Purchase Price and the Threshold Amount shall be $0. The provisions of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII 11.5 shall not limit, in respect any manner, any remedy at law or in equity to which any Party shall be entitled against any other Party as a result of (i) willful fraud or intentional misrepresentation by such other Party or any of their respective representatives or (ii) the breach by a Party of any liability to covenant or agreement of such Party which by its terms contemplates performance after the extent the same is included Closing Date and which shall survive in the Statement of Working Capital as defined in Section 2.3accordance with its respective terms.

Limitations on Indemnification. The Seller (a) To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), the Sellers, jointly and severally, shall have no liability, nor be subject liable for Damages pursuant to Section 8.1(a) only if (i) the Damages with respect to any claimindividual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the Sellers, jointly and severally, shall be liable only for Damages pursuant to Section 8.1(a) to the extent of Losses in any excess of such amount; provided, however, that in over the Deductible Amount. In no event shall the Sellers’ aggregate liability of to SHLX Indemnified Parties under Section 8.1 exceed Sixty-Three Million Dollars ($63,000,000) (the Seller with respect to Losses exceed $10,000,000“Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence shall not apply with respect Sellers’ aggregate liability to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, SHLX Indemnified Parties under Section 8.2(a) in respect 8.1 for breaches or inaccuracies of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.15 (Management Projections and until Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to the Assets), Section 3.7 (Taxes), Section 3.12 (Brokerage Arrangements), and Section 3.13 (Books and Records), provided, that the Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants (including indemnity obligations related to Section 5.4), shall not exceed the Consideration; and provided, further, however, that the payment and indemnification obligations of the Sellers pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Losses exceeds $100,000 Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Seller Material Adverse Effect expressly contained in Article III (except in the aggregatecase of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, and then only none of the Sellers, on the one hand, or any of the Purchasers, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification resulting pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3third party indemnity claims.

Limitations on Indemnification. The With respect to indemnification pursuant to Section 14.1(c)(i), excepting any claim in connection with the representations and warranties in Section 6.6 (Taxes), Section 6.11 (Environmental Matters), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) and Section 6.25(a) and any claims for fraud or intentional misrepresentation, the Company, (a) Seller and Metal Links shall have no liability, nor not be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement liable for indemnification hereunder unless and until the aggregate amount of Losses under all such claims under Section 14.1(c)(i) exceeds Ten Thousand Dollars ($720,000 10,000) (US) (the “Basket”), in the aggregate, which event Buyer and then only such other indemnified persons shall be entitled to the extent of indemnification for all damages from dollar one and (b) Seller and Metal Links shall not be liable for aggregate Losses in excess of such amount; provided, however, that in no event shall $250,000 (the liability “Cap”). For the avoidance of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoingdoubt, the provisions of Basket and the previous sentence Cap shall not apply be applicable to (i) any claim in connection with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a6.6 (Taxes), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) or Section 6.25(a) and any claims for fraud or intentional misrepresentation, (ii) any failure by Seller or Metal Links to observe or perform their covenants and agreements set forth herein or in Sections 3.1any agreement entered into pursuant to this Agreement; or (iii) any Excluded Liabilities. With respect to indemnification pursuant to Section 14.2(i), 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller (a) Buyer shall have no liability, nor not be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 liable for indemnification hereunder unless and until the aggregate amount of Losses under all such claims under Section 14.2(i) exceeds Ten Thousand Dollars ($100,000 10,000) (US), in the aggregatewhich event Seller, Metal Links and then only such other indemnified persons shall be entitled to the extent of indemnification for all damages from dollar one and (b) Buyer shall not be liable for aggregate Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3250,000.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained Notwithstanding anything in this Agreement to the contrary, (i) Seller will not have any liability under Section 7.02(d) (other than with respect to a breach of Sections 2.01, 2.02, 2.04(a)-(b), 2.14, 2.20 and 2.21 (collectively, the “Seller Specified Representations”)) unless and until the amount of aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $720,000 in 72,000,000 (the aggregate“Deductible”), and then only to the extent of Losses in excess such excess, (ii) Seller’s aggregate liability under Section 7.02(d) (other than with respect to a breach of such amount; provided, however, that in no event shall the liability any of the Seller Specified Representations) will not exceed 360,000,000 (the “Cap”), (iii) (A) Acquiror will not have any liability under Section 7.01(d) (other than with respect to Losses exceed $10,000,000. Notwithstanding the foregoinga breach of Sections 3.01, 3.02 and 3.04(a)-(b) (collectively, the provisions of “Acquiror Specified Representations”)) unless the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that aggregate liability for Losses suffered by the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of Indemnitees thereunder exceeds the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregateDeductible, and then only to the extent of such excess, and (B) Acquiror’s aggregate liability under Section 7.01(d) (other than with respect to a breach of any of the Acquiror Specified Representations) will not exceed the Cap, (iv) no Party will have any liability under Section 7.01(d) or 7.02(d), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (iv)), unless such Loss exceeds $300,000, and any Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification that are disregarded pursuant to this Section VIII shall clause (iv) will not be the exclusive remedy aggregated for purposes of the parties for money damages preceding clauses (i) through (iii), (v) in no event will Seller’s liability under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included 7.02(b) (A) exceed $50,000,000 in the Statement aggregate, or (B) exceed, with respect to any Shared Customer Contract, $15,000,000, and (vi) in no event will Acquiror’s liability under Section 7.01(b) (A) exceed $50,000,000 in the aggregate, or (B) exceed, with respect to any Shared Customer Contract, $15,000,000. (b) Neither Section 7.07(a) nor Section 9.01 shall limit any Party’s rights or remedies in the event of Working Capital as defined in Section 2.3fraud.

Limitations on Indemnification. The (a) Notwithstanding anything in Section 9.2 to the contrary: (i) the Seller Indemnifying Party shall have no liability, nor not be subject obligated to any claim, under Section 8.2(a) provide indemnification for Losses in respect of any inaccuracy in claims made by Buyer or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only an Affiliate under Section 9.2 above except to the extent (A) the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification, other than as relates to Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “General Deductible”), and (B) with respect to Section 3.11, Section 6.4(a) and Section 6.4(b), the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification relating to such Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “Tax Deductible”), in each case (A) and (B) whereupon the total amount of such Losses in excess of such amountthe General Deductible or Tax Deductible, as applicable, shall be recoverable by Buyer and its Affiliates in accordance with the terms hereof, and (ii) the maximum aggregate amount payable by the Seller Indemnifying Party to Buyer and its Affiliates for Losses in respect of claims made by Buyer and its Affiliates for indemnification under Section 9.2 shall not exceed the amount which equals (in U.S. dollars) 5% (five percent) of the Base Purchase Price (the “Cap”); provided, however, that in no event Buyer shall not be subject to such limitations for Losses actually incurred as a result of fraud by a Seller, or pursuant to Sections 3.2, Section 3.11, Section 4.5, Section 6.4(a), Section 6.4(b), this Section 9.4(a), and Section 5 of Exhibit H, and the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence General Deductible and Tax Deductible shall not apply with respect again to the indemnities contained in first sentence of Section 8.2(b3.7 (to avoid double counting). (b) or to any Loss arising out of any inaccuracy in or any breach of the All representations and warranties contained of Sellers in this Agreement, other than those included in Section 3.10 shall be construed as if the last sentence of Section 2.3(aterms “material” and “in all material respects”, “Material Adverse Effect”, (and in each case variations thereof) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to and any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the reference were omitted from such representations and warranties contained solely for the purposes of calculating amounts set out in Section 3.20 unless this Article IX. (c) Notwithstanding anything herein to the contrary, the Parties agree that Buyer and/or Affiliate will not be entitled to present any claim for indemnification from the Seller Indemnifying Party for any Loss resulting from the disallowance of Tax Losses available for carry-forward at the level of the Companies and until the amount of Losses exceeds $100,000 Company Subsidiaries, as shown in the aggregate, Companies’ and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Companies Subsidiaries’ Tax Returns.

Limitations on Indemnification. The Seller No Indemnified Party shall assert any claim (other than a Third Party Claim) for indemnification hereunder until such time as the aggregate of all claims which such Indemnified Party may have no liabilityagainst an Indemnifying Party shall exceed $17,500, nor at which time an Indemnified Party shall be subject entitled to any claimseek indemnification for all claims pursuant to this Article 12, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of but only to the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 extent such claims, in the aggregate, exceed $17,500. For purposes of the preceding sentence, UniCapital and then only the Newcos shall be considered to be a single Indemnifying and Indemnified Party and the extent Partners shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of Losses in excess of such amount; providedthis Agreement, however, that in no event shall any Partner be liable under this Article 12 for an amount which exceeds the liability aggregate value (determined at the Closing Date) of the Seller with respect to Losses exceed $10,000,000Consideration received by such Partner under this Agreement. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the provisions of the previous sentence limitations upon indemnification contained in this Section 12.5 shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss Losses arising out of any inaccuracy in or (i) any breach of the representations and warranties of the Partners contained in Sections 6.3, 6.5, 6.14, 6.27 and 6.33 hereof, (ii) litigation expenses net of applicable reserves reflected on the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach balance sheets of the representations Partnership at the Audited Balance Sheet Date and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification (iii) any Material Adverse Amendments pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.38.14 hereof.

Limitations on Indemnification. The Seller (a) Except as provided below, the Sellers shall have no liability, nor not be subject obligated to make any claim, under Section 8.2(a) in indemnification payments with respect of any inaccuracy in or to any breach of any a representation and or warranty of the Seller contained in under this Agreement Article VII unless and until the amount of such Losses described therein collectively exceeds Two Hundred Thousand Dollars ($720,000 200,000), (the “Basket Amount”), provided that once such Losses exceed such amount, the Sellers shall be obligated to make payments in respect of the aggregate, full amount of such Losses (from the first dollar of such Losses and then not only to the extent of such Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000Basket Amount). Notwithstanding the foregoingfirst sentence of this Section 7.06(a), the provisions Basket Amount will not apply to indemnified Losses resulting from or related to (i) breaches of the previous sentence representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.05, 3.09(a), 3.13, 3.17, 4.01, 4.02, 4.03, 4.04, 4.06 and 4.07 (the “Fundamental Representations”), (ii) obligations of the Sellers to the extent a breach results from fraud or intentional misrepresentation by Sellers, and (iii) any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the performance of, any covenant or agreement of the Sellers or the Sellers’ Representative set forth in this Agreement. (b) Except as provided below, the Sellers’ maximum aggregate indemnification liability for all indemnified Losses under Section 7.02 relating to or arising out of the breach of any representation or warranty made by the Company or Subsidiary in Article III, or any failure to perform or breach or violation of, any covenant or agreement of the Sellers or the Sellers’ Representative set forth in this Agreement other than Sellers’ indemnity obligations in excess of Four Million Dollars ($4,000,000) under this Article VII and in Sections 6.05(f) and (g), shall not exceed Four Million Dollars ($4,000,000) (the “Cap No. 1”), provided that Cap No. 1 shall not apply with respect to indemnified Losses resulting from or related to (i) breaches of the Sellers’ representations and warranties set forth in Sections 3.02, 3.05 and 3.17, and the Sellers’ agreement in Section 2.02 to sell, assign and transfer the Shares to the indemnities contained Purchaser free and clear of all Liens, (ii) the Sellers’ indemnification obligations under Section 7.03 that arise out of breaches of the representations and warranties made in Article IV, (iii) the obligations (including the indemnity obligations) of Sellers under Sections 6.05(f) and (g) herein, and (iv) obligations of the Sellers to the extent a breach results from fraud or intentional misrepresentation by Sellers, Company or Subsidiary. Further, Sellers’ maximum aggregate indemnification liability for indemnified Losses under Section 8.2(b) 7.02 relating to or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.13.02 and 3.05, 3.2shall not exceed Twenty Five Million Four Hundred Fifty Two Thousand Dollars ($25,452,000), 3.4which amount was calculated by multiplying $28,000,000 by .909 and represents the approximate consideration to be received by the Controlling Shareholders (“Cap No. 2”), 3.9 or 3.20; provided, however, provided that Cap No. 2 shall not apply to indemnified Losses resulting from obligations of the Seller shall have no liability, nor be subject Sellers to any claim, under Section 8.2(a) in respect of any inaccuracy in or any the extent a breach of the representations and warranties contained in Section 3.20 unless and until the 3.02 or 3.05 results from fraud or intentional misrepresentation by Sellers, Company or Subsidiary. (c) The amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other any Loss for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, which indemnification is provided pursuant to this Article VII shall be net of (i) any amounts actually recovered by the indemnified party under its insurance policies or otherwise; (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Section VIII 2.03(d); and (iii) the reduction in current Tax liability of the indemnified party attributable to such Loss. (d) The Sellers shall not have any claim for contribution from or against the Company or Subsidiary as a result of any indemnification or other payments made by any of the Sellers to any of the Purchaser Indemnified Parties pursuant to this Agreement. (e) An indemnifying person shall not be responsible or liable for Losses or other amounts under this Article VII that are consequential, special, exemplary, punitive, in the nature of lost profits or diminution in value or otherwise not actual damages, except for claims for indemnification which involve third party claims and claims for indemnification (whether or not involving third party claims) resulting from or relating to (i) breaches of the representations and warranties set forth in Sections 3.02, 3.05 and 3.17; and (ii) the obligations (including the indemnity obligations) of Sellers under Section 6.05(f) herein. (f) Notwithstanding anything else in this Article VII to the contrary, no party shall be limited, at any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in connection with fraud or intentional misrepresentation. (g) The Sellers and the Purchaser agree and acknowledge that the rights to indemnification provided for in Sections 6.05(f) and (g) and this Article VII shall be the sole and exclusive remedy (regardless of the parties theory or cause of action pled) for money monetary damages under of the Sellers on the one hand, or the Purchaser, on the other hand, as the case may be, after the Closing for and with respect to any breach of or inaccuracy in any representation or warranty of the other party and for any failure by the other party to perform and comply with any covenants and agreements contained in this Agreement. No indemnification is available pursuant , and each party to this Section VIII in respect of any liability Agreement hereby waives to the fullest extent the same is included permitted by law, any other rights or remedies that may arise under any applicable law in the Statement of Working Capital as defined connection therewith, provided, however, that nothing herein will limit in Section 2.3any way any party’s rights hereunder, or otherwise, to specific performance or injunctive relief.

Limitations on Indemnification. (a) The maximum amount of indemnification payments the Purchaser Group shall be entitled to receive from Seller shall have no liability, nor be subject to any claim, Parent for Damages under Section 8.2(a) (and not Sections 8.2(b) through (k), which shall not be subject to the limitations described in this Section 8.4(a)) shall be $97.5 million in the aggregate (the “Indemnification Cap”); provided, however, that the foregoing limitation shall not apply to, and Damages arising out of any of the following shall not be taken into consideration for purposes of determining whether the Indemnification Cap has been reached in respect of Damages under Section 8.2(a): (i) any inaccuracy breach of the representations and warranties made by Sellers in Section 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8, or 4.24; or (ii) any breach of any representation and or warranty of the Seller contained made by Sellers in this Agreement unless which constitutes fraud or intentional misrepresentation. (b) The maximum amount of indemnification payments the Purchaser Group shall be entitled to receive from Seller Parent for Damages under Section 8.2(a) with respect to breaches of the representations and until warranties made by Sellers in Section 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8, or 4.24 in the aggregate, shall be the amount of Losses the Purchase Price. (c) Seller Parent shall have no liability under Section 8.2(a) (other than for any breach of or inaccuracy in any representation or warranty set forth in Section 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8, or 4.24 for which indemnification shall be available on a first-dollar basis) until the aggregate of all Damages arising out of all matters set forth in Section 8.2(a) exceeds $720,000 in the aggregate2 million, and then only to the extent of Losses in excess the excess. (d) Seller Parent shall have no liability under Section 8.2(c) until the aggregate of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss all Damages arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained all matters set forth in Section 3.20 unless and until the amount of Losses 8.2(c) exceeds $100,000 in the aggregate5 million, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable excess. (e) Notwithstanding anything herein to the other contrary, for lost profits, lost revenues, lost opportunity costs, costs purposes of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII 8.2(i), Damages shall include only one-half (rather than all) of any court costs and reasonable attorneys’ fees and expenses. (f) The maximum amount of indemnification payments the Purchaser Group shall be the exclusive remedy of the parties entitled to receive from Seller Parent for money damages Damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included 8.2(j) shall be $10 million in the Statement aggregate. (g) For purposes of Working Capital as defined this Article 8, in Section 2.3determining the amount of Damages arising from or relating to any breach of or inaccuracy in any representation or warranty in this Agreement (but not for purposes of determining whether such a breach or inaccuracy occurred), all materiality and Material Adverse Effect qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to such qualifier.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained Notwithstanding anything in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; providedcontrary, however, that in no event shall (i) the liability cumulative indemnification obligations of the Seller with respect to Losses Securityholders under Section 10.2(a), on the one hand, or the Parent under Section 10.2(b), on the other hand, in the aggregate exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect an amount equal to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of Escrow Amount (the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20“Total Cap”); provided, however, that the Seller limitation contemplated by this Section 10.3(a) will not be applicable to (1) breaches of the Specified Representations, (2) breaches of the covenants set forth in Section 6.1(b)(iv), Section 6.1(b)(xii), Section 6.1(b)(xiii), Section 6.1(b)(xiv) and Section 6.22 (Restrictive Covenants) and (3) any Liability Taxes (clauses (1), (2) and (3), collectively the “Unrestricted Claims ”) and (ii) the aggregate amount of Losses paid by any Securityholder pursuant to Section 10.2(a) exceed the amount of merger consideration actually received by such Securityholder pursuant to Article II of this Agreement with respect to its Company Capital Stock. (b) Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall have no liabilitybe asserted by the Securityholder Indemnitees or the Parent Indemnitees, nor be subject to any claimrespectively, under Article X for breaches of representations and warranties unless (i) any individual Loss or group or series of related Losses exceed $50,000 (such Loss or group or series of related Losses that does not exceed $50,000, the “DeMinimis Losses”), and (ii) the aggregate amount of Losses that would otherwise be payable under Section 8.2(a10.2(a) and Section 10.2(b), respectively (which shall not include for such purposes DeMinimis Losses), exceed an amount equal to $3,000,000 (the “Basket Amount”), whereupon the Securityholder Indemnitee or the Parent Indemnitee, as the case may be, shall be entitled to receive only amounts for Losses in excess of the Basket Amount up to the Total Cap, except as set forth in Section 10.3(a). (c) The cumulative indemnification obligations of the Securityholders under Section 10.2(a) (other than as set forth in Section 10.3(a)) shall be recoverable solely from the Escrow Amount. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that, except as set forth in Section 10.3(a), a Parent Indemnitee may only assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that: (i) a Parent Indemnitee must first assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement and (ii) if the amount recoverable by a Parent Indemnitee in respect of any inaccuracy in or any a breach of a Securityholder Representation, Securityholder Covenant, Company Representation or Company Covenant, in each case with respect to any Unrestricted Claim, exceeds the amount of the then available Escrow Amount or if the Escrow Agreement has terminated pursuant to its terms, then (A) a Parent Indemnitee shall assert such claim solely against that Securityholder who is in breach of the Unrestricted Claim, and no other Securityholder shall have any liability with respect to such Unrestricted Claim, and (B) in the case of an Unrestricted Claim that is a Company Representation or a Company Covenant, against the Securityholders on a several basis (and not on a joint or joint and several basis), for each such Securityholders’ Escrow Pro Rata Percentage of the amount of Losses not recovered by such Parent Indemnitee from the then available Escrow Amount. (d) Notwithstanding anything to the contrary contained herein, the limitations on the indemnification obligations of the parties hereto shall not apply to claims based on fraud or intentional breaches of any representation, warranty, covenant or obligation. Under no circumstances shall any Indemnitee be entitled to be indemnified for special, consequential or punitive damages, including multiple of earnings or profits theory, business interruptions, or loss of business opportunity or reputation damages. The party seeking indemnification under this Article X shall use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, and (ii) for any Losses for which a Claims Notice was not duly delivered prior to the applicable Cut-Off Date. (f) Notwithstanding anything to the contrary contained herein, the representations and warranties of the Company and the Securityholders contained in Section 3.20 unless and until herein shall not be affected by any investigation conducted for or on behalf of, or any knowledge possessed or acquired at any time by, the amount of Losses exceeds $100,000 in the aggregateParent or its Affiliates, and then only employees, or representatives concerning any circumstance, action, omission or event relating to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, accuracy or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect performance of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.representation, warranty, covenant or obligation with respect thereto

Limitations on Indemnification. The Seller (a) Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not have no liabilityany obligation to provide indemnification under Section 9.1(a), nor Section 9.1(e) or Section 9.2(a) for any Losses except to the extent that the aggregate amount of all such Losses exceeds $300,000 (the “Aggregate Basket”), in which case the Sellers shall be liable under Sections 9.1(a) and 9.1(e) and Buyer shall be liable under Section 9.2(a) only for such Losses which exceed the Aggregate Basket; provided that the foregoing shall not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(a) (Organization and Related Matters), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits) (but only to the extent that such Losses relate directly to the Plans (expressly excluding any Plans sponsored and maintained by AdvanceMed)) and 3.2(u) (No Brokers and Finders), and (ii) claims based on actual fraud, with respect to which, in each case, all Losses in connection therewith shall be recoverable from the first dollar and shall not be counted in determining whether the Aggregate Basket has been exceeded. (b) Notwithstanding anything to the contrary set forth in this Agreement, the maximum obligation of the Indemnifying Party to provide indemnification under Section 9.1(a), Section 9.1(e) or Section 9.2(a) shall be limited to an aggregate dollar amount equal to $6,200,000 (the “Aggregate Cap”); provided, however that any Losses arising out of (i) Sections 3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits), and 3.2(u) (No Brokers and Finders) shall not be subject to the Aggregate Cap, but rather shall be limited to an aggregate dollar amount equal to the Purchase Price; (ii) Section 3.2(r) (Government Contracts), which shall not be subject to the Aggregate Cap, but instead shall, together with all Losses for which indemnification is provided pursuant to Sections 9.1(a) and 9.1(e), be limited to an aggregate dollar amount equal to $8,000,000; or (iii) claims based on actual fraud for which indemnification obligations hereunder shall be unlimited. (c) Notwithstanding anything to the contrary contained in this Article IX, any claim, under amount payable by the Sellers pursuant to Section 8.2(a9.1(a) in respect of any inaccuracy in or any breach of any representation and warranty of Losses shall be decreased to the Seller contained in this Agreement unless and until extent that the amount of such Losses exceeds $720,000 would equitably be considered to have been paid as a result of the existence of any liability, reserve or other item reflected in the aggregate, and then Current Liabilities on the Closing Balance Sheet (it being understood that such Losses shall equitably be considered to have been paid only to the extent of Losses that they resulted in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained a reduction in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that amounts paid by Buyer at the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Closing).

Limitations on Indemnification. The Seller Notwithstanding any other provision to the contrary: (a) Subject to the last sentence of this paragraph, the Company shall have no liability, nor be subject to any claim, Liability for Losses under Section 8.2(a10.01(a)(i) in respect or (ii), and no claim for indemnification of any inaccuracy in or any breach of any representation such Losses shall be made under this Article X, unless (i) the Losses associated with each such claim exceed $20,000 and warranty of the Seller contained in this Agreement unless and (ii) until the aggregate of all such claims for Losses that the Company would, but for this Section 10.03(a), have under Section 10.01(a)(i) and (ii) exceeds an amount of Losses exceeds equal to $720,000 2,000,000, in which case the aggregateIndemnified Party (as defined below) shall be entitled to be indemnified for all such Losses, and then only to not merely the extent of Losses in excess of such amountexcess; provided, however, that any Losses in no event connection with the breach by the Company or any Company Entity, as applicable, of its representations, warranties or covenants in Section 4.01, Section 4.04, Section 4.12(b)(i) or (ii), Section 4.17, Section 4.18, Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall not be subject to the liability of the Seller with respect to Losses exceed $10,000,000limitation described above. Notwithstanding the foregoing, any claims for indemnification of Losses brought by any Nortel Indemnified Party under the provisions of the previous sentence Parent Agreement shall not apply with respect be used in order to the indemnities contained in determine whether any claims for Losses brought under Section 8.2(b10.01(a)(i) or (ii) exceed the $2,000,000 threshold referred to any Loss arising out of any inaccuracy in or any breach of before the representations and warranties contained proviso in the last sentence of immediately preceding sentence. (b) Nortel Networks shall have no Liability for Losses under Section 2.3(a10.02(a) or (b), and no claim for indemnification of such Losses shall be made under this Article X, unless (i) the Losses associated with each such claim exceed $20,000 and (ii) until the aggregate of all such claims for Losses that Nortel Networks would, but for this Section 10.03(b), have under Section 10.02(a) and (b) exceeds an amount equal to $2,000,000, in Sections 3.1which case the Indemnified Party shall be entitled to be indemnified for all such Losses, 3.2, 3.4, 3.9 or 3.20and not merely the excess; provided, however, that any Losses in connection with the Seller breach by Nortel Networks or any Nortel Contributing Entity, as applicable, of its representations, warranties or covenants in Section 3.01, Section 3.09(b), Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall have no liability, nor not be subject to the limitation described above. (c) For purposes of determining whether any claim, Indemnified Party shall be entitled to indemnification under Section 8.2(a) in respect of any inaccuracy in 10.01 or any 10.02, as applicable, for breach of a representation, warranty or covenant, the representations and warranties contained use of the terms "material," "material adverse effect" or "in Section 3.20 unless and until the amount all material respects" (or words of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII similar effect) shall be the exclusive remedy of the parties disregarded and any and all claims for money damages under this Agreement. No such indemnification is available pursuant to this Section VIII shall be determined as if no such terms were present in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3such representation, warranty or covenant.

Limitations on Indemnification. The Seller (a) Except as provided below, the Sellers shall have no liability, nor not be subject obligated to make any claim, under Section 8.2(a) in indemnification payments with respect of any inaccuracy in or to any breach of any a representation and or warranty of the Seller contained in under this Agreement Article VII unless and until the amount of such Losses described therein collectively exceeds One Hundred Thousand Dollars ($720,000 100,000), (the “Basket Amount”), provided that once such Losses exceed the Basket Amount, the Sellers shall be obligated to make payments in respect of the aggregate, full amount of such Losses (from the first dollar of such Losses and then not only to the extent of such Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000Basket Amount). Notwithstanding the foregoingfirst sentence of this Section 7.06(a), the provisions of the previous sentence shall Basket Amount will not apply with respect to the indemnities contained in Section 8.2(bindemnified Losses under Sections 7.02(b), (c) or to any Loss arising out of any inaccuracy in or any breach and (e) and those resulting from (i) breaches of the representations and warranties contained set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.09(a), 3.11, 3.13, 3.17, 3.18, 4.01, 4.02, 4.03, 4.04, 4.06, 4.07, 4.09 and 4.10 (the “Fundamental Representations”), (ii) fraud or intentional misrepresentation by any Seller or the Company, and (iii) any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the last sentence performance of, any covenant or agreement of Section 2.3(a) any Seller or the Sellers’ Representative set forth in this Agreement or in Sections 3.1any other Transaction Documents. (b) Except as provided hereafter, 3.2the Sellers maximum aggregate indemnification liability for indemnified Losses under Section 7.02 herein shall not exceed Sixteen Million Dollars ($16,000,000) (the “Cap”), 3.4, 3.9 or 3.20; provided, however, provided that the Seller Cap shall have no liability, nor be subject not apply to any claim, under Section 8.2(aindemnified Losses resulting from or relating to (i) in respect of any inaccuracy in or any breach breaches of the Fundamental Representations or the representations and warranties contained in Section 3.20 unless and until 3.16, (ii) obligations of the amount of Losses exceeds $100,000 in the aggregate, and then only Sellers to the extent of Losses in excess of such amount and such $100,000 in Losses retained a breach results from fraud or intentional representation by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable any Seller, (iii) any failure to the other for lost profitsperform, lost revenuesnonfulfillment, lost opportunity costs, costs of financingnonobservance or breach or violation of, or punitive damages. If default in the Closing occursperformance of, any covenant or agreement of any Seller or the Sellers’ Representative set forth in this Agreement, or in any other Transaction Documents, and (iv) the matters described in Sections 7.02(c) and (e). (c) The amount of any Loss for which indemnification is provided pursuant to this Section VIII Article VII shall be net of (i) any amounts actually recovered by the exclusive remedy Indemnified Party under its insurance policies or otherwise for such Loss; (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Sections 2.03(c) and (d); and (iii) the reduction in current Tax liability of the parties Indemnified Party attributable to such Loss. (d) The Sellers shall not have any claim for money damages under this Agreement. No contribution from or against the Company as a result of any indemnification is available or other payments made by any of the Sellers to any of the Purchaser Indemnified Parties pursuant to this Section VIII Agreement. (e) Notwithstanding anything else in respect of any liability this Article VII to the extent contrary, no party shall be limited, at any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in connection with fraud or intentional misrepresentation. (f) Neither the same is included in Basket Amount nor the Statement of Working Capital as defined in Cap shall apply to Sellers’ indemnity obligations under Section 2.36.04(f) herein.

Limitations on Indemnification. The (a) To the extent that the Purchaser would otherwise be entitled to indemnification for Damages pursuant to Section 11.1, the Seller shall have no liabilitybe liable only if: (i) the Damages with respect to a claim exceed $750,000 (the “Minimum Claim Amount”); and (ii) the sum of (A) the aggregate of all Damages that exceed the Minimum Claim Amount, nor be subject plus (B) the aggregate of all Damages pursuant to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty 11.1 of the Seller contained in this Agreement unless and until Other SPA that exceed the amount of Losses Other SPA Minimum Claim Amount exceeds $720,000 in the aggregate20,000,000, and then the Seller shall be liable only for Damages pursuant to Section 11.1 to the extent of Losses in any excess of such amountover $15,000,000 (the “Deductible Amount”); provided, however, provided that in no event shall the Seller’s and the Other Seller’s aggregate liability to the Purchaser under Section 11.1 of this Agreement and Section 11.1 of the Seller with respect to Losses Other SPA exceed $10,000,00025.0% of the Combined Purchase Price (the “Ceiling Amount”). Notwithstanding the foregoing, : (iii) neither the provisions Deductible Amount nor the Ceiling Amount shall apply to breaches or inaccuracies of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, Section 3.2, Section 3.4 and Section 3.20; (iv) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.3(c), Section 3.7 and Section 3.8(a); (v) the Seller’s aggregate liability for a breach or inaccuracy of such Section 3.1, Section 3.2, Section 3.3(c), Section 3.4, 3.9 or 3.20; providedSection 3.7, however, that Section 3.8(a) and Section 3.20 shall not exceed an amount equal to the Combined Purchase Price minus the sum of (A) the amount of all other Damages payable by the Seller hereunder plus (B) the amount of all other Damages payable by the Other Seller under the Other SPA; (vi) the Minimum Claim Amount and the Deductible Amount shall have no liabilitynot apply to breaches or inaccuracies of representations and warranties contained in Section 3.11(f), nor be subject to any claimbut for clarity, under Section 8.2(a) the Ceiling Amount shall apply, provided that, in respect the case of any breach or inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 3.11(f), Damages will be calculated in the aggregatemanner described in Section 11.11(g); and (vii) none of the Minimum Claim Amount, the Deductible Amount or the Ceiling Amount shall apply to amounts owed pursuant to Sections 2.6 and then only 2.7, the indemnities under Section 11.1(iii) and Section 11.1(iv), or to any breach by Seller of any of the post-Closing covenants of Seller hereunder, its covenant in Section 6.1(a) (insofar as it relates to Seller’s obligation to make expenditures included in the PDH Budget) or any of its covenants contained in Sections 6.1(b)(v), 6.1(b)(vii), 6.1(b)(viii), 6.1(b)(ix), 6.1(b)(x), 6.1(b)(xi), 6.1(b)(xii), 6.1(b)(xiv) and, to the extent of Losses pertaining to the previous identified items in excess of such amount Section 6.1, 6.1(b)(xv) and such $100,000 in Losses retained Sections 6.7, 6.8 and 6.14. (b) Neither the Purchaser, on the one hand, nor the Seller, on the other hand, will be liable under this Agreement for any consequential, incidental, special, indirect, punitive or exemplary damages suffered or incurred by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable other Party, except to the other extent such consequential, incidental, special, indirect, punitive or exemplary damages are included in any Third Party Claim against an indemnified Party for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, which such indemnified Party is entitled to indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. In addition, notwithstanding anything herein to the contrary, any Damages indemnifiable by the Seller under Section 11.1 shall expressly exclude any and all diminution in value. (c) No Party to this Agreement shall be liable to indemnify a Party seeking indemnification is available for Damages resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking such indemnification for such Damages had Knowledge of such breach or inaccuracy prior to the date of this Agreement. (d) No Party shall have any obligation to indemnify the other Party pursuant to this Section VIII in 11.1 or 11.2, as the case may be, with respect of to any liability Damages or alleged Damages to the extent that the matter forming the basis for such Damages or alleged Damages was taken into account in the determination of Final Purchase Price Adjustment Amount. (e) An indemnified Party shall not be entitled to multiple recovery of any Damages even though such Damages may have resulted from the breach, inaccuracy or failure to perform of more than one of the representations, warranties, agreements or covenants of the indemnifying Party in this Agreement. (f) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price (as determined pursuant to the provisions of this Agreement) for Tax purposes. (g) Notwithstanding any other provision of this Agreement, in the case of any breach or inaccuracy of the representations and warranties contained in Section 3.11(f), no Damages will be payable unless the balances of undepreciated capital cost, cumulative eligible capital and non-capital losses set forth on Disclosure Schedule 3.11(f), in the aggregate (the “Aggregate Scheduled Tax Pool Amount”), are reduced as a result of an audit, used by the Seller or otherwise such that the actual balances at Closing of such undepreciated capital cost, cumulative eligible capital and non-capital losses, in the aggregate (the “Aggregate Actual Tax Pool Amount”), are less than the Aggregate Scheduled Tax Pool Amount, in which case, the Damages shall be equal to (A) the difference of the Aggregate Scheduled Tax Pool Amount minus the Aggregate Actual Tax Pool Amount multiplied by (B) 8.0 percent. (h) Notwithstanding any other provision of this Agreement, including Section 11.1, Section 11.2 and Section 11.3, an indemnified Party shall not make a claim under this Agreement for, nor shall such indemnified Party be entitled to indemnification under this Agreement from and against, any Damages to the extent a claim for indemnification for Damages arising out of the same claim, loss or event is included in or has been made by such Party or its Affiliate under the Statement of Working Capital as defined in Section 2.3Other SPA.

Limitations on Indemnification. The Seller Neither the Seller, on one hand, nor the Buyer, on the other, shall have no liabilityany liability with respect to, nor be subject or obligation to any claimindemnify for, under Section 8.2(aclaims for Losses pursuant to Sections 9.1(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement 9.2(a), respectively, unless and until to the extent that the aggregate amount of Losses exceeds for which such Party would be liable under such sections exceeds, on an aggregate basis, $720,000 in the aggregate, 250,000.00 and then only to the extent that the aggregate amount of all such Losses in excess of relating thereto exceeds such amount; provided. Notwithstanding anything in this Agreement to the contrary, however, that in no event shall the maximum indemnification liability of the Seller with respect to Losses Seller, on the one hand, and the Buyer, on the other, shall not exceed $10,000,00026,000,000.00 in the aggregate. Notwithstanding the foregoing, the provisions of the previous sentence limitations contained in this Section 9.4 shall not apply to any indemnification obligation: (a) arising under Section 9.1(a) with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any a breach of the representations and or warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.3, 3.4, 3.9 3.5(a), 3.6(b) and 3.12; (b) arising under Section 9.2(a) with respect to a breach of the representations or 3.20; providedwarranties contained in Sections 4.1, however4.2 and 4.3; (c) arising under Sections 9.1(b), that 9.1(c), 9.2(b) (which includes indemnification obligations for breach of the covenants contained in Section 3.5(c)) or 9.2(c); (d) arising under Section 5.4(c). The Seller shall have no liabilityliability with respect to, nor be subject or obligation to any claimindemnify for, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained incurred by the Buyer shall not apply toward for the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable breach of any warranty, representation or covenant with respect to the other for lost profits, lost revenues, lost opportunity costs, costs condition or maintenance of financing, or punitive damages. If the Closing occurs, indemnification Vessels in the event that the Seller is not obligated to repair any damaged Vessel pursuant to this Section VIII shall be 2.4(a)(i), the exclusive remedy of the parties for money damages under this Agreement. No indemnification Seller is available obligated to repair a damaged Vessel pursuant to this Section VIII in respect of any liability 2.4(a)(ii) or Section 2.4(a)(iii) or the Purchase Price is adjusted pursuant to the extent the same is included in the Statement of Working Capital as defined in Section 2.32.4(a)(iii).

Limitations on Indemnification. The Seller A party’s indemnity obligations under this ARTICLE 10 shall have no liability, nor be subject to the following limitations: (a) The maximum aggregate liability of the Sellers for Buyer Damages for any claim, matter described under Section 8.2(a10.1 shall not exceed in the aggregate (in each case taken together with any other matters under Section 10.1 that may have been subject to indemnification hereunder) in Fifteen Million Dollars ($15,000,000); provided, however, that, with respect to Buyer Damages arising out of a breach of the representations and warranties under Section 4.8 or 4.20 or any matter described under Section 10.1(d) or 10.1(f), or, to the extent relating to the breach or non-performance of any inaccuracy of the foregoing, Section 10.1(a) or 10.1(g), the maximum aggregate liability of the Sellers for such Buyer Damages shall not exceed in the aggregate (in each case taken together with any other matters under Section 10.1(a) that may have been subject to indemnification hereunder) Thirty Million Dollars ($30,000,000); provided further, however, that, with respect to Buyer Damages arising out of a breach of the representations and warranties under Section 3.1, 3.2, 3.5, 4.1, 4.3, 4.5, or 4.27, a breach of the covenants under Section 6.5 or any matter described under Section 10.1(b), 10.1(c) or 10.1(e), or, to the extent relating to the breach or non-performance of any of the foregoing, Section 10.1(a) or 10.1(g), the maximum liability of any Seller for such Buyer Damages shall not exceed the portion of the Closing Price actually received by the applicable Seller. Except with respect to Buyer Damages arising out of fraud or a breach of the representations and warranties under Section 3.1, 3.2, 3.5, 4.1, 4.3, 4.5, 4.8, 4.20, or 4.27, which shall not be subject to the Minimum Claim Amount or the Deductible, the Sellers shall not have any representation and warranty liability to the Buyer Indemnified Persons with respect to Buyer Damages arising out of any of the Seller contained matters referred to in this Agreement unless and Section 10.1(a) until such time as the amount of Losses exceeds $720,000 all such liability shall exceed in the aggregateaggregate One Million Dollars ($1,000,000) (the “Deductible”), and then only in which case the Sellers shall thereafter, subject to the extent of Losses limits on liability provided in this Section 10.3(a), be liable for all such Buyer Damages in excess of such amountthe Deductible; provided, however, that in no event shall the liability claim or series of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss related claims for Buyer Damages arising out of any inaccuracy of the matters referred to in Section 10.1(a) which are subject to the Deductible shall be applied against the Deductible unless the amount of liability to the Buyer Indemnified Persons arising out of any such claim or series of related claims is in excess of Twenty Five Thousand Dollars ($25,000) (the “Minimum Claim Amount”). Notwithstanding anything to the contrary in this Agreement, the maximum liability of any Seller for Buyer Damages for any matter described under Section 10.1 shall not exceed the lesser of (i) the respective amounts set forth herein and (ii) the portion of the Closing Price actually received by such Seller. (b) The maximum liability of the Buyer for Seller Damages for any matter described under Section 10.2 shall not exceed in the aggregate (in each case taken together with any other matters under Section 10.2 that may have been subject to indemnification hereunder) Fifteen Million Dollars ($15,000,000); provided, however, that, with respect to Seller Damages arising out of a breach of the representations and warranties contained in the last sentence of under Section 2.3(a5.1, 5.2, 5.5 or 5.8, or any matter described under Section 10.2(b), 10.2(c), 10.2(d), 10.2(e) or 10.2(f) or, to the extent relating to the breach or non-performance of any of the foregoing, Section 10.2(a) or 10.2(g), the maximum liability of Buyer for such Seller Damages shall not exceed the Closing Price. Except with respect to Seller Damages arising out of out of fraud or a breach of the representations under Section 5.1, 5.2, 5.5 or 5.8, which shall not be subject to the Minimum Claim Amount or the Deductible, the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any of the matters referred to in Sections 3.1Section 10.2(a) until such time as the amount of all such liability of the Buyer shall collectively exceed the Deductible, 3.2in which case the Buyer shall thereafter, 3.4subject to the limits on liability provided in this Section 10.3(b), 3.9 or 3.20be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Seller Damages arising out of any of the matters referred to in Section 10.2(a) which are subject to the Deductible shall be applied against the Deductible unless the amount of liability to the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect Indemnified Persons arising out of any inaccuracy such claim or series of related claims is in excess of the Minimum Claim Amount. (c) Notwithstanding anything to the contrary in this Agreement, neither any Seller or the Buyer or MFRM shall be liable for any breach of the representations and warranties contained in Section 3.20 unless 4.30 or 5.9, respectively, except in connection with a claim alleging a violation of federal or state securities Laws. (d) All materiality qualifications (including Seller Material Adverse Effect and until Buyer Material Adverse Effect qualifications) in the representations and warranties will be disregarded for purposes of determining a Person’s right to indemnification or calculating Damages under this ARTICLE 10. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (f) Notwithstanding anything contained herein to the contrary, the foregoing limitations shall not apply in the case of a determination of fraud by a final and non-appealable order or judgment of a court of competent jurisdiction. (g) Damages in each case shall be net of the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained any insurance proceeds actually recovered by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3a party.

Limitations on Indemnification. The Seller (a) An indemnifying party shall not have no liability, nor be subject to any claim, liability under Section 8.2(a10.2(a)(i) in respect of any inaccuracy in or any breach of any representation and warranty of Section 10.2(b)(i) hereof unless the Seller contained in this Agreement unless and until the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $720,000 175,000 (the “Basket”) and, in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoingevent, the provisions indemnifying party shall be required to pay the entire amount of all such Losses; provided that the previous sentence Basket limitation shall not apply with respect to Losses related to the indemnities contained in Section 8.2(b) or failure to any Loss arising out be true and correct of any inaccuracy in or any breach of the representations and warranties contained set forth in the last sentence Sections 5.1 (organization and good standing), 5.2 (authorization of Section 2.3(aagreement), 5.6 (title to purchased assets; possession), 6.1 (organization), and 6.2 (authorization of agreement) of this Agreement or in Sections 3.15.1 (organization and good standing), 3.25.2 (authorization of agreement), 3.45.4 (title to property), 3.9 or 3.205.6 (taxes), and 6.1 (organization), and 6.2 (authorization of agreement) of the Real Estate Purchase Agreement (collectively hereinafter referred to as the “Special Provisions”). (b) Neither Seller, on the one hand, nor Parent and Purchaser, on the other hand, shall be required to indemnify any Person under Section 10.2(a), 10.2(b) and/or 10.3 for an aggregate amount of Losses exceeding $7,000,000 (the “Cap”, which amount shall be inclusive of any Losses funded by the Indemnity Escrow Account and the Guaranty); provided, howeverthat there shall be no Cap with respect to Losses related to claims under Section 10.2(a)(vii) or the failure to be true and correct of any of the representations or warranties contained in any of the Special Provisions. (c) For purposes of determining the calculation of Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded, even if such materiality or Material Adverse Effect qualifications would prevent the indemnified party from otherwise declaring such representations and warranties to have been breached or to be untrue. For avoidance of doubt, an example of the application of this Section 10.4(c) is attached as Schedule 10.4(c). (d) Notwithstanding anything to the contrary contained in this Agreement, the Seller’s indemnification obligations shall not apply to any Loss arising from Purchaser’s continuation after the Closing of any business practice of the Seller prior to the Closing (e) The parties acknowledge and agree that the indemnification provisions contained in Article X shall be the sole and exclusive remedy for Losses based upon, attributable to or resulting from the breach or inaccuracy or failure to comply with any of the representations, warranties, covenants or agreements of the parties in this Agreement under any theory of law or equity, except to the extent that the Seller engaged in fraud (which for this purpose only shall have no liability, nor exclude averments of negligent misrepresentation) or a willful breach. No party shall be subject entitled to any claim, an indemnity payment under Section 8.2(a) this Agreement in respect of any inaccuracy in or any breach of Losses to the representations and warranties contained in Section 3.20 unless and until extent that the amount of such Losses exceeds $100,000 is reflected in the aggregate, and then only to calculation of the extent adjustment of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification Purchase Price pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Sections 3.4, 3.5 or 3.6.

Limitations on Indemnification. The Seller (a) To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), the Sellers, jointly and severally, shall have no liability, nor be subject liable for Damages pursuant to Section 8.1(a) only if (i) the Damages with respect to any claimindividual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the Sellers, jointly and severally, shall be liable only for Damages pursuant to Section 8.1(a) to the extent of Losses in any excess of such amount; provided, however, that in over the Deductible Amount. In no event shall the Sellers’ aggregate liability of to SHLX Indemnified Parties under Section 8.1 exceed Sixty-Three Million Dollars ($63,000,000) (the Seller with respect to Losses exceed $10,000,000“Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence shall not apply with respect Sellers’ aggregate liability to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, SHLX Indemnified Parties under Section 8.2(a) in respect 8.1 for breaches or inaccuracies of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.15 (Management Projections and until Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to the Assets), Section 3.7 (Taxes), Section 3.12 (Brokerage Arrangements), and Section 3.13 (Books and Records), provided, that the Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in clauses (i) and (ii) and for breaches of covenants (including indemnity obligations related to Section 5.4), shall not exceed the Consideration; and provided, further, however, that the payment and indemnification obligations of the Sellers pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Losses exceeds $100,000 Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Seller Material Adverse Effect expressly contained in Article III (except in the aggregatecase of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, and then only none of the Sellers, on the one hand, or any of the Purchasers, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification resulting pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3third party indemnity claims.

Limitations on Indemnification. The Seller (a) An Indemnifying Party shall have no liabilityliability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), nor be subject to any claimas applicable, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the aggregate amount of Losses all Damages for all claims asserted by the Indemnified Party exceeds Eight Hundred Thousand Dollars ($720,000 in 800,000) (the aggregate, and then only to the extent of Losses in excess of such amount“Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in no event shall the liability excess of the Seller Deductible shall, subject to the other limitations set forth in this Article IX, be recoverable by the Indemnified Parties; provided, further, that the foregoing limitations shall not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or (ii) claims based on fraud or Willful Breach, with respect to Losses exceed $10,000,000which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. Notwithstanding For purposes of determining the foregoingamount of any Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, the provisions warranty or covenant for purposes of indemnification under this Article IX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the previous sentence Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall not apply be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in addition to the amount of the Cap that would otherwise be applicable), shall not be so limited by this sentence, and (ii) that the foregoing limitation shall not apply to the representations and warranties contained in the last sentence of Section 2.3(a) or set forth in Sections 3.13.1(a) (Organization and Corporate Power), 3.23.2 (Authority for Agreement), 3.43.3 (No Violation to Result), 3.9 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which shall be limited to an amount equal to the Base Company Value, or 3.20; provided(iii) claims based on fraud or Willful Breach, howeverwhich shall not be limited in amount. (c) Except with respect to claims based on fraud or willful misconduct or actions seeking specific performance, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach indemnification obligations of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification Parties pursuant to this Section VIII Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Buyer Indemnified Parties’ sole and exclusive remedy of the parties for money damages under with respect to any claim related to or arising from this Agreement. No indemnification is available pursuant to , the negotiation and execution of this Section VIII in respect Agreement, the performance by the Parties of any liability to their respective obligations hereunder, and the extent the same is included in the Statement of Working Capital as defined in Section 2.3transactions contemplated by this Agreement.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Aggregate Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.15, Section 3.17 and until Section 3.18 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.17 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.17 shall not exceed the amount of Losses exceeds $100,000 the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.17) relating to Damages suffered or incurred by the Partnership Indemnified Parties, lost opportunity costsattributable to any ▇▇▇▇ Express Entity or SLNG or their assets, costs businesses or operations shall be limited to a proportionate share of financing, such Damages equal to 51%. (e) The Parties agree that the Contributing Parties are solely responsible and liable on a joint and several basis with respect to any indemnification or punitive damages. If the Closing occurs, indemnification payment obligation pursuant to this Section VIII shall be Article 9 relating to Damages suffered or incurred by the exclusive remedy Partnership Indemnified Parties associated with any of the parties ▇▇▇▇ Express Entities’ or SLNG’s assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for money damages under this Agreement. No any indemnification is available or payment obligation pursuant to this Section VIII in respect Article 9 of the Contributing Parties relating to any liability remaining Damages suffered or incurred by the Partnership Indemnified Parties that are not directly attributable to the extent the same is included in the Statement of Working Capital as defined in Section 2.3any ▇▇▇▇ Express Entity or SLNG or their respective assets, businesses or operations.

Limitations on Indemnification. The obligations of Purchaser and Seller to indemnify any Person pursuant to this Article VIII shall have no liability, nor be subject to any claimthe following limitations: (a) except as provided in Section 8.03(c), under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of neither the Seller contained Indemnified Persons nor the Purchaser Indemnified Persons shall be entitled to indemnification unless for any individual claim for indemnification, the Loss incurred by the party, or parties, seeking indemnification for such individual claim (the "Indemnified Group") is in this Agreement unless and until an amount greater than $100,000. If the amount of Losses exceeds $720,000 applicable individual threshold set forth in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller preceding sentence has been reached with respect to Losses any individual claim for indemnity by an Indemnified Group (or any member(s) thereof) against Seller or Purchaser, as applicable, the Indemnified Group shall be entitled to indemnification for the full amount of the Loss with respect to such Claim as provided pursuant to this Article VIII; (b) except as provided in Section 8.03(c), the aggregate liability of Seller to indemnify Purchaser Indemnified Persons shall not exceed an amount equal to $10,000,000. Notwithstanding 15,000,000 and the aggregate liability of Purchaser to indemnify Seller Indemnified Persons shall not exceed an amount equal to $15,000,000; (c) notwithstanding the foregoing, (i) the provisions of the previous sentence thresholds established by Section 8.03(a) shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss claims for indemnification arising out of any inaccuracy in or any from a breach of the representations representations, warranties and warranties contained covenants in Section 3.02, the last first sentence of Section 2.3(a3.09, Section 3.23, Section 3.25, Section 3.26, Section 4.02, Section 4.10, the first sentence of Section 5.06, the pro-rations requirements of Section 5.18, Section 5.24, Section 5.26, clauses (c), (d) or and (e) of Section 8.01, clauses (c) through (e) inclusive of Section 8.02 and Section 9.14; and (ii) the aggregate liabilities set forth in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller Section 8.03(b) shall have no liability, nor be subject not apply to any claim, under Section 8.2(a) in respect of any inaccuracy in or any claims for indemnification arising from a breach of the representations representations, warranties and warranties contained covenants in Section 3.20 unless 3.26, Section 4.10, Section 5.24, clauses (c), (d) and until the amount (e) of Losses exceeds $100,000 in the aggregateSection 8.01 and clauses (c) through (e) inclusive of Section 8.02; and (d) no Party shall have liability for any lost business opportunities, and then only to the extent loss of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the revenue, speculative or prospective profits or any other for lost profitsspecial, lost revenuesincidental, lost opportunity costsconsequential, costs of financingexemplary, punitive or punitive indirect damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. (a) The Seller Indemnified Parties shall have no liability, nor not be subject entitled to any claim, under Section 8.2(a) indemnification in respect of Losses incurred by any inaccuracy in Indemnified Party pursuant to Section 9.1(a)(i) or any breach of any representation and warranty of the Seller contained in this Agreement 9.1(b)(i): unless and until the aggregate amount of such Losses plus any unindemnified Audit Losses exceeds $720,000 in 600,000 (the aggregate“Deductible Amount”), and then only with respect to the extent of Losses in excess of such amountexcess; provided, however, that in no event shall if the liability of the Seller Losses with respect to Losses any breach (or series of breaches arising from the same or substantially similar facts or circumstances) do not exceed $10,000,0005,000, then the Indemnified Parties shall not be entitled to indemnification hereunder with respect to such Losses. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss indemnification arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any a breach of the representations and warranties contained in Section 3.20 unless 3.1, 3.2, 3.4, 3.5, 3.9, 3.14, 3.19, 3.20, 4.1, 4.2, 5.1, 5.2, 5.5, 5.6, 5.7 and until 5.10 (collectively the amount of “Fundamental Matters”) will not be subject to any limitations set forth in this Section 9.4(a) or otherwise set forth herein (b) The aggregate Losses exceeds $100,000 in the aggregate, jointly and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained severally payable by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable Company Stockholder and Furano with respect to the other all Claims for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to Section 9.1(a)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (c) The aggregate Losses payable by Parent with respect to all Claims for indemnification pursuant to Section 9.1(b)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (d) (i) Any Loss for which indemnification is provided to any Parent Indemnified Party under this Agreement shall be reduced to give effect to any insurance proceeds, indemnity, contribution or other payments or recoveries of a like nature actually received by the Parent Indemnified Party in connection with such Loss net of any costs of collections with respect to such policies as a result of such claims. Parent shall use its commercially reasonable efforts to cause the Parent Indemnified Parties to seek the benefits of any insurance, indemnity, contribution or other payments or recoveries of like nature applicable to such Losses; provided, that, if in the Parent’s reasonable, good faith judgment, the making of such a claim is reasonably likely to result in a significant experience based premium increase in an insurance policy it maintains with respect to such claim, then Parent shall not be required to seek the benefits of such policy unless Furano agrees to compensate the Parent for any such significant experience based premium increase which results directly from the making of such claim. No obligation of Parent under this Section VIII 9.4(c) shall be limit, delay or otherwise affect the exclusive remedy rights of Parent to recover from the parties for money damages under this Agreement. No indemnification is available Company Stockholder and/or Furano pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.39.1(a).

Limitations on Indemnification. The Seller (a) Indemnity Baskets for the Designated Stockholders. From and after the ------------------------------------------------- Closing, the Purchaser Indemnified Persons shall not have no liabilitythe right to be indemnified pursuant to Section 9.1(a)(i), nor be subject to any claim, under Section 8.2(a9.1(a)(iii) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement and/or Section 9.1(b)(i) unless and until the Purchaser Indemnified Persons (or any member thereof) shall have incurred on a cumulative basis aggregate Losses in an amount of exceeding $300,000, whereupon the Purchaser Indemnified Persons (or any member thereof) shall be entitled to indemnification for all Losses exceeds $720,000 in incurred by the aggregate, and then only to the extent of Losses Purchaser Indemnified Persons (or any member thereof) in excess of such amount$300,000; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not limitations set forth in this -------- ------- Section 9.5(a) apply with respect to the indemnities contained in Section 8.2(b(i) or to any Loss arising out of any inaccuracy in or any breach of the those representations and warranties contained set forth in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; providedArticle IV (excluding, however, that clauses (ii), (iii) and (v) of Section 4.3(c)), Section 5.1, Section 5.2 (excluding, however, clauses (ii), (iii) and (v) of Section 5.2(b)), Section 5.3, Section 5.4(a), Section 5.4(b), Section 5.5, Section 5.9, Section 5.10, Section 5.13(d), Section 5.18 or Section 5.20 (collectively, the "Excluded Seller shall have no liabilityRepresentations"), nor be subject to or (ii) any claim, under Section 8.2(a) in respect ------------------------------- willful or knowing breach of any inaccuracy in representation or warranty or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, fraudulent or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect intentional act or intentional misrepresentation of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Designated Stockholder.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14 and until Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b)-(c), lost opportunity costs, costs of financingSection 3.4(b) (as applicable), or punitive damagesSections 3.5 through 3.15, or Sections 3.18 through 3.20) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any SNG Entity, ▇▇▇▇ Express Entity or SLNG or their assets, businesses or operations shall be limited to a proportionate share of the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 15%, 49% and 49%, respectively. If the Closing occurs, The Parties agree that El Paso is solely liable with respect to any indemnification or payment obligation pursuant to this Section VIII shall be Article 9 relating to Damages suffered or incurred by the exclusive remedy Partnership Indemnified Parties associated with any of the parties SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for money damages under this Agreement. No any indemnification is available or payment obligation pursuant to this Section VIII in respect Article 9 of the Contributing Parties relating to any liability remaining Damages suffered or incurred by the Partnership Indemnified Parties that are not directly attributable to the extent the same is included in the Statement of Working Capital as defined in Section 2.3any SNG Entity or their respective assets, businesses or operations.

Limitations on Indemnification. The (a) To the extent that the Purchaser would otherwise be entitled to indemnification for Damages pursuant to Section 11.1, the Seller shall have no liabilitybe liable only if: (i) the Damages with respect to a claim exceed $750,000 (the “Minimum Claim Amount”); and (ii) the sum of (A) the aggregate of all Damages that exceed the Minimum Claim Amount, nor be subject plus (B) the aggregate of all Damages pursuant to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty 11.1 of the Seller contained in this Agreement unless and until Other SPA that exceed the amount of Losses Other SPA Minimum Claim Amount exceeds $720,000 in the aggregate20,000,000, and then the Seller shall be liable only for Damages pursuant to Section 11.1 to the extent of Losses in any excess of such amountover $15,000,000 (the “Deductible Amount”); provided, however, provided that in no event shall the Seller’s and the Other Seller’s aggregate liability to the Purchaser under Section 11.1 of this Agreement and Section 11.1 of the Seller with respect to Losses Other SPA exceed $10,000,00025.0% of the Combined Purchase Price (the “Ceiling Amount”). Notwithstanding the foregoing, : (iii) neither the provisions Deductible Amount nor the Ceiling Amount shall apply to breaches or inaccuracies of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, Section 3.2, Section 3.4 and Section 3.20; (iv) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.3(c), Section 3.7 and Section 3.8(a); (v) the Seller’s aggregate liability for a breach or inaccuracy of such Section 3.1, Section 3.2, Section 3.3(c), Section 3.4, 3.9 or 3.20; providedSection 3.7, however, that Section 3.8(a) and Section 3.20 shall not exceed an amount equal to the Combined Purchase Price minus the sum of (A) the amount of all other Damages payable by the Seller hereunder plus (B) the amount of all other Damages payable by the Other Seller under the Other SPA; (vi) the Minimum Claim Amount and the Deductible Amount shall have no liabilitynot apply to breaches or inaccuracies of representations and warranties contained in Section 3.11(f), nor be subject to any claimbut for clarity, under Section 8.2(a) the Ceiling Amount shall apply, provided that, in respect the case of any breach or inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 3.11(f), Damages will be calculated in the aggregatemanner described in Section 11.11(g); and (vii) none of the Minimum Claim Amount, the Deductible Amount or the Ceiling Amount shall apply to amounts owed pursuant to Sections 2.6 and then only 2.7, the indemnities under Section 11.1(iii) and Section 11.1(iv), or to any breach by Seller of any of the post-Closing covenants of Seller hereunder, or any of its covenants contained in Sections 6.1(b)(v), 6.1(b)(vii), 6.1(b)(viii), 6.1(b)(ix), 6.1(b)(x), 6.1(b)(xi), 6.1(b)(xii), 6.1(b)(xiv) and, to the extent of Losses pertaining to the previous identified items in excess of such amount Section 6.1, 6.1(b)(xv) and such $100,000 in Losses retained Sections 6.7, 6.8 and 6.14. (b) Neither the Purchaser, on the one hand, nor the Seller, on the other hand, will be liable under this Agreement for any consequential, incidental, special, indirect, punitive or exemplary damages suffered or incurred by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable other Party, except to the other extent such consequential, incidental, special, indirect, punitive or exemplary damages are included in any Third Party Claim against an indemnified Party for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, which such indemnified Party is entitled to indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. In addition, notwithstanding anything herein to the contrary, any Damages indemnifiable by the Seller under Section 11.1 shall expressly exclude any and all diminution in value. (c) No Party to this Agreement shall be liable to indemnify a Party seeking indemnification is available for Damages resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking such indemnification for such Damages had Knowledge of such breach or inaccuracy prior to the date of this Agreement. (d) No Party shall have any obligation to indemnify the other Party pursuant to this Section VIII in 11.1 or 11.2, as the case may be, with respect of to any liability Damages or alleged Damages to the extent that the matter forming the basis for such Damages or alleged Damages was taken into account in the determination of Final Purchase Price Adjustment Amount. (e) An indemnified Party shall not be entitled to multiple recovery of any Damages even though such Damages may have resulted from the breach, inaccuracy or failure to perform of more than one of the representations, warranties, agreements or covenants of the indemnifying Party in this Agreement. (f) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price (as determined pursuant to the provisions of this Agreement) for Tax purposes. (g) Notwithstanding any other provision of this Agreement, in the case of any breach or inaccuracy of the representations and warranties contained in Section 3.11(f), no Damages will be payable unless the balances of undepreciated capital cost, cumulative eligible capital and non-capital losses set forth on Disclosure Schedule 3.11(f), in the aggregate (the “Aggregate Scheduled Tax Pool Amount”), are reduced as a result of an audit, used by the Seller or otherwise such that the actual balances at Closing of such undepreciated capital cost, cumulative eligible capital and non-capital losses, in the aggregate (the “Aggregate Actual Tax Pool Amount”), are less than the Aggregate Scheduled Tax Pool Amount, in which case, the Damages shall be equal to (A) the difference of the Aggregate Scheduled Tax Pool Amount minus the Aggregate Actual Tax Pool Amount multiplied by (B) 8.0 percent. (h) Notwithstanding any other provision of this Agreement, including Section 11.1, Section 11.2 and Section 11.3, an indemnified Party shall not make a claim under this Agreement for, nor shall such indemnified Party be entitled to indemnification under this Agreement from and against, any Damages to the extent a claim for indemnification for Damages arising out of the same claim, loss or event is included in or has been made by such Party or its Affiliate under the Statement of Working Capital as defined in Section 2.3Other SPA.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Aggregate Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14, Section 3.16 and until Section 3.21 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b)-(c), lost opportunity costs, costs of financingSection 3.4(c) (as applicable), or punitive damagesSections 3.5 through 3.15, or Sections 3.18 through 3.21) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any Cheyenne Entity, any CIG Entity or their assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 100% and 14%, respectively. If The Parties agree that the Closing occurs, Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Section VIII shall be the exclusive remedy Article 9 of the parties for money damages under this Agreement. No indemnification is available pursuant Contributing Parties relating to this Section VIII in respect of any liability to Damages suffered or incurred by the extent the same is included in the Statement of Working Capital as defined in Section 2.3Partnership Indemnified Parties.

Limitations on Indemnification. The (a) Subject to Section 8.4(b), (i) Seller shall have no liability, nor be subject obligation to any claim, under indemnify Buyer Indemnified Persons pursuant to Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement ), unless and until the their aggregate amount of Losses exceeds $720,000 in 250,000, after which the aggregate, and then only obligation of Seller shall be to indemnify the Buyer Indemnified Persons to the full extent of such Losses in excess and (ii) Buyer shall have no obligation to indemnify Seller Indemnified Persons pursuant to Section 8.3(a) unless and until their aggregate amount of Losses exceeds $250,000, after which the obligation of Buyer shall be to indemnify the Seller Indemnified Persons to the full extent of such amount; provided, however, that Losses. (b) The limitations in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence Sections 8.4(a) and 8.4(c) shall not apply with respect to the indemnities contained in Section 8.2(b(i) or to any Loss arising out from a breach of any inaccuracy in representation or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or warranty made in Sections 3.1, 3.23.2(a), 3.43.3, 3.9 4.1 or 3.20; provided4.2(a), however(ii) indemnification sought pursuant to Section 8.2(d) and (e), (iii) indemnification sought pursuant to Section 8.2(c), (iv) any Loss arising from a breach of any representation or warranty made in Section 3.10(a), (v) any breach of Section 5.6 (except to the extent such Loss arose from any action taken after the Closing Date by the Company or its Affiliates, (vi) any Loss arising from any breach of Sections 2.2(a) or 5.2(f), or (vii) any fraudulent or intentional misrepresentation or breach. The limitation in Section 8.4(a) shall not apply with respect to indemnification sought pursuant to Section 8.2(g). (c) No party shall be responsible to indemnify the other hereunder to the extent that claims against the Indemnifying Party exceed $15,000,000. (d) Each Party will only be liable for actual Losses, and in no event shall an Indemnifying Party have any liability for speculative, punitive, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder, except to the extent that the Loss is to a third party that has become entitled to such damages. (e) Seller shall have no liability, nor be subject obligation to indemnify Buyer Indemnified Persons for a breach of Section 3.16(b)(iii) except to the extent any claim, under Section 8.2(a) in respect of any inaccuracy in or party to the Contracts referred to therein recovers Losses from the Company and the Company Subsidiaries for any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only such Contracts that occurred prior to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Date.

Limitations on Indemnification. The Seller (a) To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 11.1(a), the Shell Parties shall have no liability, nor be subject liable for Damages pursuant to Section 11.1(a) only if (i) the Damages with respect to any claimindividual claim pursuant to Section 11.1(a) exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 11.1(a) (excluding any claim excluded pursuant to the preceding clause (i) of this Section 11.6(a)) exceed, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the applicable Shell Party shall be liable only for Damages pursuant to Section 11.1(a) to the extent of Losses in any excess of such amount; provided, however, that in over the Deductible Amount. In no event shall the Shell Parties’ aggregate liability of the Seller with respect to Losses SHLX Indemnified Parties under (i) Section 11.1(a) exceed $10,000,000120 million ($120,000,000) (the “Ceiling Amount”) or (ii) Section 11.1(b) exceed the Consideration amount. Notwithstanding the foregoing, the provisions Shell Parties shall be liable for the full amount of any and all Damages, in each case without application of the previous sentence shall not apply with respect to Minimum Claim Amount, the indemnities contained in Section 8.2(b) or to any Loss Deductible Amount and the Ceiling Amount, arising out of any inaccuracy in (i) breaches or any breach inaccuracies of the representations and warranties contained in the last sentence of (1) with respect to SPLC, Section 2.3(a3.1 (Organization), Section 3.2 (Authority and Approval) or in Sections 3.1and Section 3.4 (Investment Intent), 3.2(2) with respect to SGOM, 3.4Section 4.1 (Organization), 3.9 or 3.20Section 4.2 (Authority and Approval), Section 4.4 (Capitalization; Title to ▇▇▇▇▇▇ Subject Interests), Section 4.7(a) (No Adverse Changes), Section 4.8 (Taxes) and Section 4.12 (Brokerage Arrangements), (3) with respect to Shell Chemical, Section 5.1 (Organization), Section 5.2 (Authority and Approval), Section 5.4 (Title to Assets), Section 5.6(a) (No Adverse Changes), Section 5.7 (Taxes), and Section 5.12 (Brokerage Arrangements), and (4) with respect to SOPUS, Section 6.1 (Organization), Section 6.2 (Authority and Approval), Section 6.4 (Title to Assets), Section 6.6(a) (No Adverse Changes), Section 6.7 (Taxes), and Section 6.12 (Brokerage Arrangements); provided, that the Shell Parties’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections described in this sentence and for breaches of covenants, shall not exceed the Consideration, absent fraud or willful misconduct; provided, further, however, that the Seller payment and indemnification obligations of each Shell Party pursuant to Article IX shall have no liability, nor not be subject to any claimlimitation in this Section 11.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages with respect to any asserted claim for indemnification by a SHLX Indemnified Party, under such determination shall be made without regard to any qualifier as to “material,” “materiality” or SGOM Material Adverse Effect, Shell Chemical Material Adverse Effect or SOPUS Material Adverse Effect expressly contained in Article III, Article IV, Article V and Article VI, as applicable, provided that this Section 8.2(a11.6(b) in respect of any inaccuracy in or any breach of shall so modify the representations and warranties contained in Section 3.20 unless and until for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, none of SGOM, Shell Chemical or SOPUS, on the amount of Losses exceeds $100,000 in one hand, nor the aggregateSHLX Parties, and then only on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification resulting pursuant to third party indemnity claims. No proviso of this Section VIII Article XI shall apply to or limit any claim that a Party committed common law fraud or willful misconduct under Texas law involving any representation, warranty or covenant in this Agreement or the Transaction Documents, which may be the exclusive remedy brought at any time until lapse of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect applicable statute of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3limitations provided by Texas law.

Limitations on Indemnification. The (a) Notwithstanding anything to the contrary set forth in this Agreement, the Seller shall have no liability, nor not be subject liable to any claim, the Buyer Indemnified Parties under Section 8.2(a8.02(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 incurred by all Buyer Indemnified Parties, in the aggregate, and then only to as a result thereof exceed, in the extent of aggregate, $585,000 (the “Deductible”), in which case the Seller shall be liable for all Losses in excess of such amountthe Deductible; providedprovided that the Losses with respect to any individual breach (or series of similar breaches arising from the same underlying facts or legal basis) of a representation or warranty exceed $17,500 (the “Mini-Basket”). In no event shall the Seller be liable for any Losses under Section 8.02(a) in excess of $11,700,000 in the aggregate (the “Cap”). (b) Notwithstanding the foregoing, howevernone of the Cap, the Mini-Basket or the Deductible shall apply to Losses in connection with the following items: (i) indemnification under Sections 8.02(b), 8.02(c) and 8.02(d), (ii) the Fundamental Representations; or (iii) claims of fraud or intentional misrepresentation; provided that in no event shall the liability of the Seller with respect to be liable for any Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses this Article VIII in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentencePurchase Price. In no event shall either party the Seller be liable for any Losses resulting from any intentional misrepresentations that, together with all other Losses under Section 8.02(a), exceed $58,500,000 in the aggregate. (c) No Indemnified Party shall be entitled to the recover under Section 8.02 or Section 8.03, (i) for Losses that are for special, consequential, incidental, indirect, punitive or exemplary damages (other than with respect to damages arising from any Third Party Claim), (ii) for Losses for lost profits, lost revenuesincome or revenue or diminution in value, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy (iii) for Losses based upon any multiplier of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of Company’s earnings, including earnings before interest, tax, depreciation or amortization or any liability other valuation metric, (iv) to the extent the same matter is included reserved for or accrued against in the Statement Latest Balance Sheet or the Closing Schedule and (v) for Losses for which any Indemnified Party has otherwise been compensated pursuant to any adjustments to the Purchase Price under Section 1.04. (d) The amount of Working Capital any recovery by an Indemnified Party pursuant to Section 8.02 or Section 8.03 shall be net of the foreign, federal, state and/or local income Tax benefits actually realized by any Indemnified Party, as defined a result of the state of facts which entitled such Indemnified Party to recover from the other Party pursuant to Section 8.02 or Section 8.03. (e) The Indemnified Parties agree to use commercially reasonable efforts to pursue and collect on recovery available under, in the case of the Buyer Indemnified Parties, the post-Closing insurance policies of the Company, and, in the case of the Seller Indemnified Parties, the pre-Closing insurance policies of the Company and under claims available against any other third party based on the underlying claim asserted against the Seller or the Buyer, as the case may be. The amount of any recovery by an Indemnified Party pursuant to Section 2.38.02 or Section 8.03 with respect to any claim shall be reduced by the proceeds actually recovered by such Indemnified Party under such insurance policies or against such third party with respect to such claim (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds and any related increases in insurance costs or premiums caused as a result of such claim). If such Indemnified Party actually receives proceeds from any insurance carrier or any other third party in respect of such claim after recovering any Losses pursuant to Section 8.02 or Section 8.03, such Indemnified Party shall remit to the Seller or the Buyer, as applicable, an amount equal to the amount of such Losses up to the amount of proceeds recovered. (f) Each Indemnified Party shall use commercially reasonable actions to mitigate Losses hereunder after the date on which one or more of the Indemnified Parties becomes aware of an event, occurrence or action and that such event, occurrence or action could reasonably be expected to give rise to Losses. (g) Notwithstanding anything herein to the contrary, in no event shall any Indemnified Party be entitled to indemnification, reimbursement or other recovery for any amount to the extent any Indemnified Party has already been indemnified or reimbursed for such amount under any other provision of this Agreement.

Limitations on Indemnification. The Seller No Indemnified Party shall assert ------------------------------ any claim (other than a Third-Party Claim) for indemnification hereunder until such time as the aggregate of all claims which such Indemnified Party may have no liabilityagainst an Indemnifying Party shall equal One Hundred Twenty-Five Thousand Dollars ($125,000), nor at which time an Indemnified Party shall be subject entitled to any claimindemnification for the total amount for which indemnification may be owing, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty excluding the first One Hundred Twenty-Five Thousand Dollars ($125,000). For purposes of the Seller contained in preceding sentence, the Parent, Newco and the Surviving Corporation shall be considered to be a single Indemnifying and Indemnified Party and the Company and the Shareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregateAgreement, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall any Shareholder be liable under this Article 10 for an amount which exceeds the liability aggregate value (determined at the Effective Time) of the Seller with respect to Losses Merger Consideration received by such Shareholder under this Agreement, and in no event (other than as provided in the following sentence) shall the indemnification obligations of the Company and the Shareholders herein exceed $10,000,0007,500,000 in the aggregate. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the provisions of the previous sentence limitations upon indemnification contained in this Section 10.4 shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss Losses arising out of any inaccuracy in or of: (i) any breach of the representations and warranties of the Company contained in the last sentence of Section 2.3(aSections 4.2, 4.3, 5.3, 5.5 and 5.10 hereof; and (ii) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, employee benefit matters arising under Section 8.2(a) 5.21, including without limitation, any Losses incurred in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3connection with fair wage issues.

Limitations on Indemnification. The Seller shall have no liability(a) Neither any Buyer Group Member, on the one hand, nor any Seller Group Member, on the other hand, shall be subject entitled to any claimbe indemnified pursuant to Sections 9.2(a)(ii) or (iii), under Section 8.2(a9.2(b)(ii) in respect of any inaccuracy in or (iii), 9.3(b) or (c) or for any breach of any representation and warranty the penultimate sentence of Section 5.2, as the Seller contained in this Agreement case may be, unless and until the aggregate of all Damages incurred by Buyer Group Members or Seller Group Members, as the case may be, shall exceed $900,000 (the “Basket”), and the maximum aggregate amount of Losses exceeds indemnification pursuant to Sections 9.2(a)(ii) or (iii), 9.2(b)(ii) or (iii) or for any breach of the penultimate sentence of Section 5.2 that may be received by the Buyer Group Members shall not exceed $720,000 27,000,000, plus an amount equal to 20% of any and all Deferred Purchase Price Payments paid to the Seller and/or due and payable to the Seller through the date indemnification is sought pursuant to this Article IX (the “Cap”); provided, that upon reaching the Basket, Buyer Group Members or Seller Group Members, as the case may be, shall be indemnified from the first dollar to the full extent of all Damages, including, without limitation, amounts included in the aggregate, and then only to the extent of Losses in excess of such amountBasket; provided, further, however, that in no event Buyer Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the liability first dollar of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoingDamages, the provisions of the previous sentence shall not apply with respect without regard to the indemnities contained in Section 8.2(b) Basket or to any Loss arising out the Cap, incurred as a result of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or set forth in Sections 2.1, 2.7, 3.1, 3.23.3, 3.43.7, 3.9 3.14 or 3.20; provided3.26, however, that and the Seller Group Members shall have no liabilitybe entitled to be indemnified for all Damages on a dollar-for-dollar basis from the first dollar of Damages, nor be subject without regard to any claimthe Basket, under Section 8.2(a) in respect incurred as a result of any inaccuracy in or any breach of the representations and warranties contained set forth in Section 3.20 unless Sections 4.2 and until 4.7. (b) Without limitation to the foregoing, for purposes of Sections 9.2(b)(ii), 9.2(b)(iii), 9.3(b) and 9.3(c), in determining the amount of Losses exceeds $100,000 any Damages in connection with any inaccuracy of a representation and warranty (but not for purposes of determining whether any such inaccuracy has occurred), any materiality or Material Adverse Effect qualifier in such representation or warranty will be disregarded. (c) The parties acknowledge and agree that after the Closing, the indemnification provisions contained in Sections 9.2 and 9.3 shall be the sole and exclusive remedy for Damages arising out of or caused by the breach of any of the representations, warranties, covenants or agreements of the parties contained in this Agreement, except for any remedies that may be available under Section 6.3, the Related Agreements or with respect to claims arising out of fraud. (d) Any amounts for indemnification to be paid to the Buyer pursuant to this Article IX shall be paid in the aggregatefollowing manner, subject in each instance to the limitations set forth in Section 9.4(a): first, pursuant to the Escrow Agreement (or any escrow agreement established pursuant to Section 1.6(f)), and then only second by the Seller and/or the Principal, as the case may be, to the extent that such indemnification has not been fully satisfied out of Losses in excess the Escrow Account. (e) The amount of such any Damages for which indemnification is provided under this Article IX shall be net of any amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other accrued or reserved for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If on the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII Date Working Capital Statement in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Damages.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a(a) in respect of any inaccuracy in or any breach of any representation and warranty None of the Seller contained in Company, the Significant Shareholders or the Shareholders (pursuant to Section 9.8(a)) will be required to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or Section 9.3(a) unless the aggregate amount of Damages for which they would otherwise be required to indemnify the Purchaser Indemnified Parties under this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate350,000, and then only in such case, they each will be required, jointly and severally, to indemnify the extent of Losses Purchaser Indemnified Parties for all such Damages in excess of such amount$350,000; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall this limitation will not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy inaccuracies in or any breach breaches of the representations and warranties set forth in Section 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.8, Section 5.9, Section 5.20, Section 5.22 (relating solely to the Company Leased Property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Huntsville, Alabama 35805) and Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j). (b) Notwithstanding anything to the contrary contained in this Agreement, the last sentence maximum aggregate amount of Damages for which the Company, the Significant Shareholders and the Shareholders (pursuant to Section 2.3(a9.8(a)) will be obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20Section 9.3(a) will be $6,500,000; provided, however, that the Seller shall have no liability, nor be subject this limitation will not apply to any claim, under Section 8.2(a) in respect of any inaccuracy inaccuracies in or any breach breaches of the representations and warranties contained set forth in Section 3.20 unless 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.9, Section 5.20, Section 5.22 and until Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j); provided, further, that the maximum amount of Damages for which the Company and the Significant Shareholders (in the aggregate) will be obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2 and Section 9.3 will be equal to the aggregate Merger Consideration received collectively by the Significant Shareholders. (c) The amount of Damages for which a Purchaser Indemnified Party may be entitled to seek indemnification under this Agreement will be reduced by the amount of Losses exceeds $100,000 any insurance proceeds or other payment from a third party actually received by Purchaser or the Company or tax benefits enjoyed with respect to such matter for which indemnification is sought under this Agreement. (d) All of the provisions of this Agreement shall be interpreted to avoid requiring the Shareholders (whether out of the Escrow Fund or directly) to pay (or incur a reduction in the aggregateMerger Consideration) more than once for the same item or loss. For the avoidance of doubt, if, for example, the Estimated Closing Adjustment is greater than the Closing Adjustment reflected on the Final Statement and the Escrow Agent pays the amount of such excess to Purchaser pursuant to Section 2.4, then only the Purchaser Indemnified Parties shall not be entitled to be indemnified under this ARTICLE IX to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3excess.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14 and until Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. Table of Contents (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b), lost opportunity costs, costs of financingSection 3.4(c) (as applicable), or punitive damagesSections 3.5 through 3.15, or Sections 3.18 through 3.20) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any SNG Entity, any CIG Entity or their assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to 15% and 28%, respectively. If The Parties agree that the Closing occurs, Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Section VIII shall be the exclusive remedy Article 9 of the parties for money damages under this Agreement. No indemnification is available pursuant Contributing Parties relating to this Section VIII in respect of any liability to Damages suffered or incurred by the extent the same is included in the Statement of Working Capital as defined in Section 2.3Partnership Indemnified Parties.

Limitations on Indemnification. The Seller (a) To the extent that SPLC Indemnified Parties or Triton Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1 or Section 6.2, Triton or SPLC, as applicable, shall have no liability, nor be subject to liable only if the Damages for any claim, under Section 8.2(aclaim that exceeds Four Hundred Thousand United States Dollars ($400,000) in respect of any inaccuracy in or any breach of any representation and warranty of (the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then Triton or SPLC, as applicable, shall be liable only for the Damages, if any, to the extent of Losses in the excess of such amount; provided, however, that in over the Deductible Amount. In no event shall either Party’s aggregate liability under Section 6.1 or Section 6.2 exceed Four Million United States Dollars ($4,000,000) (the liability of the Seller with respect to Losses exceed $10,000,000“Ceiling Amount”). Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect (i) SPLC’s aggregate liability to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, Triton Indemnified Parties under Section 8.2(a) in respect 6.2 for breaches or inaccuracies of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 4.7 (Management Projections and until Budgets) shall not be subject to the Ceiling Amount but shall not exceed Twenty Million United States Dollars ($20,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to Physical Assets), Section 3.6 (Taxes), and Section 3.7 (Brokerage Arrangements), Section 4.1 (Organization and Existence), Section 4.2 (Authority and Approval), Section 4.4 (Brokerage Arrangements) and Section 4.6 (Title to Zydeco Subject Interests), provided, that neither Party’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall exceed Forty Million United States Dollars ($40,000,000). (b) For purposes of determining the amount of Losses exceeds $100,000 Damages, with respect to any asserted claim for indemnification by a SPLC Indemnified Party or Triton Indemnified Party, as applicable, such determination shall be made without regard to any qualifier as to “material,” “materiality,” Triton Material Adverse Effect expressly contained in Article III or SPLC Material Adverse Effected expressly contained in Article IV, as applicable; provided that this Section 6.6(b) shall not so modify the aggregaterepresentations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, and then only neither Triton, on the one hand, nor SPLC, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification resulting pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3third party indemnity claims.

Limitations on Indemnification. 7.3.1 The Seller shall have no liability, nor be subject to any claim, provisions for indemnity under Section 8.2(a7.1.1(a) or Section 7.1.2(a) shall be effective only (a) for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds $[***] and (b) except in respect the case of any inaccuracy in fraud or any claims for breach of any representation Fundamental Representation, when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and warranty circumstances in excess of $[***] for which indemnification is sought from any Indemnifying Party exceeds $[***] (the “Deductible”), in which case the Indemnified Party shall be entitled to indemnification of the Indemnified Party’s Losses in excess of the Deductible. Notwithstanding anything herein to the contrary, no Party shall be liable for any Loss to the extent arising from (i) a change in accounting or Tax Law, policy or practice made after the Closing, other than a change required to comply with any Law, policy or practice in effect on the date hereof, (ii) any Law not in force on the date hereof or any change in Law which takes effect retroactively or (iii) any increase in the rates of taxation in force on the date hereof. 7.3.2 Except for with respect to claims for breach of fraud or any Fundamental Representation, in no event shall any Indemnifying Party have liability for indemnification under (i) Section 7.1.1(a) (other than for claims arising under Section 3.1.10 or Section 3.1.11) or Section 7.1.2(a), as applicable, for any amount exceeding, in the aggregate, $[***] and (ii) Section 7.1.1(a) (for claims arising under Section 3.1.10 or Section 3.1.11) for any amount exceeding, in the aggregate, $[***]. 7.3.3 In no event shall Seller’s aggregate liability under this Article 7 exceed [***]. 7.3.4 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party under Section 7.1.1 or Section 7.1.2, as applicable, shall be reduced by (a) any amounts actually recovered by the Indemnified Party from a Third Party in connection with such claim, (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim and (c) any Tax benefit actually realized by the Indemnified Party arising from such Losses in the Tax year of such Loss or the next succeeding Tax year, determined on a “with and without” basis. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such amounts been received prior to such payment. 7.3.5 The representations and warranties of Seller and Buyer contained in this Agreement unless and the covenants and agreements of the Parties set forth in Article 4 shall survive the Closing and continue in full force and effect thereafter through and including the date that is [***] months after the Closing Date; provided, that the Fundamental Representations shall remain in full force and effect and shall survive until 60 days following the amount expiration of Losses exceeds $720,000 the applicable statute of limitations (excluding any extension under Section 8106(c) of Title 10 of the Delaware Code). Except as otherwise provided in this Agreement, the aggregate, covenants and then only to agreements contained in this Agreement (other than in Article 4) shall survive the extent of Losses Closing and continue in excess of such amountfull force and effect thereafter until fully performed in accordance with this Agreement; provided, however, that in no event shall the liability of the Seller Seller’s obligations under Section 7.1.1 with respect to Losses exceed $10,000,000. Notwithstanding any Seller Product Liability Claim shall expire on the foregoing, the provisions fifth anniversary of the previous sentence Closing Date. If a Claim Notice or Indemnification Certificate relating to any matter for which indemnification is provided under this Article 7 is given to the Indemnifying Party on or prior to the date on which the applicable survival period described in this Section 7.3.5 expires, then, notwithstanding anything to the contrary contained in this Section 7.3.5, such Claim Notice or Indemnification Certificate, as applicable, shall not apply with respect to expire at the indemnities contained applicable expiration date, but rather shall remain in Section 8.2(b) full force and effect until such time as the Claim Notice or to any Loss arising out of any inaccuracy in or any breach of the representations Indemnification Certificate has been fully and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3finally resolved.

Limitations on Indemnification. The Seller (a) An Indemnifying Party shall not have no liability, nor be subject to any claim, liability under Section 8.2(a10.2(ii), Section 10.2(iii), Section 10.3(ii) in respect of any inaccuracy in or any breach of any representation and warranty of Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Seller contained in this Agreement Purchase Price) unless and until the aggregate amount of Losses incurred by the Indemnified Party and indemnifiable thereunder arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements exceeds $720,000 650,000 (Six Hundred and Fifty Thousand Dollars) (the “Basket”) and, in any event, only the aggregate, and then only to the extent aggregate amount of such Losses in excess of such amountthe Basket shall be indemnifiable hereunder. (b) Neither Seller nor Buyer shall be required to indemnify any person under Section 10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price) for an aggregate amount of Losses exceeding $6,500,000 (Six Million Five Hundred Thousand Dollars) (the “Cap”) in connection with Losses related to the breach of any of the representations, warranties, covenants or agreements of Seller or Buyer, respectively; provided, however, that in there shall be no event shall the liability of the Seller Cap with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect related to the indemnities contained in Section 8.2(b) or to any Loss arising out breach of any inaccuracy in or any breach of the representations and warranties contained set forth in the last sentence of Sections 4.2(a), 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6. (c) An Indemnifying Party shall not have any liability under Section 2.3(a10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price) for any Losses unless an Indemnified Party shall have delivered to the Indemnifying Party a claim in accordance with Section 10.4 identifying such Losses (and stating in reasonable detail the basis of the claim for indemnification and the Section or Sections 3.1of this Agreement providing for such indemnification with regard to such Losses) prior to the termination of the Survival Period, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller provisions of this Section 10.7(c) shall have no liability, nor be subject not apply to any claim, under Section 8.2(a) in respect Losses related to the breach of any inaccuracy in or any breach of the representations and warranties set forth in Sections 4.2(a), 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6. (d) For purposes of indemnification under Section 10.2(ii), Section 10.2(iii), Section 10.3(ii) or Section 10.3(iii), except for indemnification for matters addressed by Sections 4.2(a), 4.2(b), 4.4, 4.5(a), 5.2(a), 5.2(b), 5.4 and 5.6, qualifications in the representations, warranties, covenants and agreements contained in Section 3.20 unless and until this Agreement as to “materiality” or “Business Material Adverse Effect” shall be given no effect in determining the amount of Losses exceeds $100,000 any Loss incurred as a result of breach of a representation, warranty, covenant or agreement in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII For the avoidance of doubt, such qualifications shall be given effect in respect determining whether or not a breach of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3such provisions has occurred.

Limitations on Indemnification. The Seller (i) No indemnification payment shall have no liabilitybe made to the Purchaser, nor AHI, or their respective directors, officers, employees or agents pursuant to this Agreement, until the amounts which the Purchaser would otherwise be subject entitled to any claim, receive as indemnification under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until aggregate at least $500,000 (the amount of Losses exceeds $720,000 in the aggregate"Deductible"), and then only at which point AHI and/or Purchaser, as applicable, shall be entitled to the extent of be indemnified with respect to aggregate Losses in excess of such amount; provided, however, that the Deductible. The indemnification provisions set forth in no event shall the liability of the Seller Sections 5.3(a)(i) (with respect to Losses exceed $10,000,000. Notwithstanding the foregoingSection 4.25), the provisions of the previous sentence shall not apply 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of fraud by the indemnities contained Seller or the Companies shall not be subject to the limitations set forth in this Section 8.2(b5.3(e). (ii) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be required to be made to Purchaser, AHI and their respective directors, officers, employees or agents with respect to any Loss arising out a breach by Seller or the Companies of any inaccuracy representation or warranty set forth herein, in or any breach excess of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20$40,000,000; provided, however, that the foregoing limitation shall not apply to the indemnification provisions set forth in Section 5.3(a)(i) (with respect to Sections 4.25, and 4.30), 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(vii), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of fraud by the Seller or the Companies hereto. (iii) The indemnification obligations of any party to this Agreement under this Section 5.3 shall have no liability, nor be subject to reduced by any claim, under Section 8.2(a) insurance proceeds which the Indemnified Party has received in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costsLosses, costs of financing, or and expenses. (iv) AHI and the Purchaser hereby waive their rights to punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. The Seller No Indemnified Party shall assert ------------------------------ any claim (other than a Third-Party Claim) for indemnification hereunder until such time as the aggregate of all claims which such Indemnified Party may have no liabilityagainst an Indemnifying Party shall equal twenty thousand ($20,000), nor at which time an Indemnified Party shall be subject entitled to any claimindemnification for the total amount for which indemnification may be owing, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty excluding the first twenty thousand ($20,000). For purposes of the Seller contained in preceding sentence, the Parent and Subco shall be considered to be a single Indemnifying and Indemnified Party and the Company and the Shareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregateAgreement, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall any Shareholder be liable under this Article 7 for an amount which exceeds the liability aggregate value (determined at the Closing Date) of the Seller with respect to Losses Purchase Price received by such Shareholder under this Agreement, and in no event (other than as provided in the following sentence) shall the indemnification obligations of the Company and the Shareholders herein exceed $10,000,000the Purchase Price in the aggregate. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the provisions of the previous sentence limitations upon indemnification contained in this Section 7.4 shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss Losses arising out of any inaccuracy in or of: (i) any breach of the representations and warranties of the Company contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.43.3, 3.9 or 3.204.3, 4.5, 4.10, 4.11, 4.12, 4.26 and 4.32 hereof; provided, however, that the Seller shall have no liability, nor be subject to and (ii) any claim, employee benefit matters arising under Section 8.2(a) 4.21, including without limitation, any Losses incurred in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3connection with fair wage issues.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Aggregate Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Aggregate Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14, Section 3.16 and until Section 3.17 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Aggregate Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Aggregate Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.16) relating to Damages suffered or incurred by the Partnership Indemnified Parties, lost opportunity costsattributable to any CIG Entity or SNG Entity or its assets, costs businesses or operations shall be limited to a proportionate share of financingsuch Damages equal to 30% and 15%, respectively. (e) The Parties agree that the CIG Contributing Parties are solely responsible and liable on a joint and several basis with respect to any indemnification or punitive damages. If the Closing occurs, indemnification payment obligation pursuant to this Section VIII shall be Article 9 relating to Damages suffered or incurred by the exclusive remedy Partnership Indemnified Parties associated with any of the parties for money damages under this Agreement. No CIG Entities’ assets, businesses or operations and that the SNG Contributing Parties are solely responsible and liable on a joint and several basis with respect to any indemnification is available or payment obligation pursuant to this Section VIII in respect Article 9 of the Contributing Parties relating to Damages suffered or incurred by the Partnership Indemnified Parties associated with any liability of the SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Article 9 of the extent Contributing Parties relating to any remaining Damages suffered or incurred by the same is included in the Statement of Working Capital as defined in Section 2.3Partnership Indemnified Parties that are not directly attributable to any CIG Entity, SNG Entity or their respective assets, businesses or operations.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained Notwithstanding anything in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; providedcontrary and subject to Section 8.6, however, that (i) in no event shall the liability cumulative indemnification obligations of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, Parties under Section 8.2(a) in respect of any inaccuracy in or any breach of exceed an aggregate amount equal to the representations and warranties contained in Section 3.20 unless and until Indemnity Escrow Amount (the amount of Losses exceeds $100,000 in the aggregate“Cap”), and then only to the extent of Losses (ii) in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable the cumulative indemnification obligations of the Buyers under Section 8.2(b) exceed an aggregate amount equal to the Cap; provided, that, in the case of claims based on Fraud, breach of a Fundamental Representation (other than Section 5.19 (Employees and Employee Benefit Plans) or Section 5.20 (Labor Relations)), Excluded Liabilities, breach of any Seller Covenant, Section 7.7(f) (except for lost profitsthis purposes, lost revenues, lost opportunity costs, costs of financingSection 7.7(f)(i)(2)), or punitive damages. If the Environmental Liability, in the case of the Seller Parties, or any Assumed Liability or breach of any Buyer Covenant, in the case of the Buyers, the cumulative indemnification obligations of the Seller Parties under Section 8.2(a), on the one hand, or the Buyers under Section 8.2(b), on the other hand, shall in no event in the aggregate exceed the Closing occursPurchase Price (the “Proceeds Cap”) and, indemnification pursuant in each case, the Cap and Proceeds Cap, as applicable to this Section VIII each party hereto, shall be reduced from time to time to reflect payments for indemnification with respect to Buyers, on the exclusive remedy of one hand, and Sellers, on the parties for money damages under other hand. (b) Notwithstanding anything in this Agreement. No indemnification is available pursuant Agreement to this the contrary, and subject to Section VIII 8.6, other than in respect connection with any claims based on (i) Fraud, (ii) breach of any liability Seller Covenant, (iii) breach of any Fundamental Representation (other than Section 5.19 (Employees and Employee Benefit Plans) or Section 5.20 (Labor Relations)), or (iv) Section 7.7(f) or breach of any representation or warranty with respect to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.Taxes in

Limitations on Indemnification. The Seller A party’s indemnity obligations under this ARTICLE 9 shall have no liability, nor be subject to the following limitations: (a) Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap or the Special Cap, the maximum aggregate liability of the Sellers for Buyer Damages for any claim, matter described under Section 8.2(a9.1(a) shall not exceed in the aggregate (i) with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.7 or 3.20, Sixteen Million Two Hundred Fifty Thousand and No/100 Dollars ($16,250,000) (such amount, inclusive of the General Cap, the “Special Cap”), and (ii) with respect to Buyer Damages arising out of a breach of the representations under any other section of the Agreement, Four Million Eight Hundred Seventy Five Thousand and No/100 Dollars ($4,875,000) (the “General Cap”). Any amounts applied toward the Special Cap shall apply toward the General Cap, and vice versa. Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.7, 3.20, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Sellers shall not have any liability to the Buyer Indemnified Persons with respect to Buyer Damages arising out of any inaccuracy in or any breach of any representation and warranty of the Seller contained matters referred to in this Agreement unless and Section 9.1(a) until such time as the amount of Losses exceeds $720,000 all such liability shall exceed in the aggregateaggregate Two Hundred Fifty Thousand and No/100 Dollars ($250,000) (the “Deductible”), and then only in which case the Sellers shall thereafter, subject to the extent of Losses General Cap, be liable for all such Buyer Damages in excess of such amountthe Deductible; provided, however, that no claim or series of related claims for Buyer Damages shall be applied against the Deductible unless the amount of Buyer Damages arising out of any such claim or series of related claims is in no event shall the liability excess of the Seller Ten Thousand and No/100 Dollars ($10,000). (b) Except with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions Seller Damages arising out of a breach of the previous sentence shall not apply representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the indemnities representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 8.2(b2.7(h) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap, the maximum aggregate liability of the Buyer to the Seller Indemnified Parties for Seller Damages for any Loss matter described under Section 9.2(a) shall not exceed the General Cap. Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any inaccuracy in or any breach of the representations and warranties contained matters referred to in Section 9.2(a) until such time as the last sentence amount of Section 2.3(a) or all such liability of the Buyer shall collectively exceed the Deductible, in Sections 3.1which case the Buyer shall thereafter, 3.2subject to the General Cap, 3.4, 3.9 or 3.20be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Seller Damages shall be applied against the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 Deductible unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent Seller Damages arising out of Losses any such claim or series of related claims is in excess of Ten Thousand and No/100 Dollars ($10,000). (c) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (d) For all purposes of this Agreement, “Damages” shall be net of any insurance paid to the Indemnified Person from insurance policies in connection with the facts giving rise to the right of indemnification. The Indemnified Person shall use commercially reasonable efforts to collect any amounts available under any such applicable insurance policies. If an Indemnified Person receives an amount under insurance coverage with respect to Damages at any time subsequent to any indemnification provided by an Indemnifying Person, then such Indemnified Person shall promptly reimburse the Indemnifying Person for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount and such $100,000 in Losses retained received by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Indemnified Person.

Limitations on Indemnification. (a) The Seller shall will have no liability, nor be subject Liability with respect to any claim, under the matters described in Section 8.2(a7.1(a): (i) in respect of any inaccuracy in Loss incurred or any breach suffered by the Buyer Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of any representation and warranty of all Qualifying Losses that Buyer Indemnitees may have under Section 7.1(a) exceeds CDN$37,500 (the Seller contained amount referred to in this Agreement unless and until clause (ii), the amount of Losses exceeds $720,000 in the aggregate“Seller Indemnity Threshold”), and then only to for the extent aggregate amount of all Qualifying Losses in excess of such amountthe Seller Indemnity Threshold; provided, however, that in no event shall any claim relating to Section 3.3 (authority), 3.4 (conflicts), 3.7 (title to assets), 3.13 (taxes), 3.17 (environmental) or 3.20 (brokers) or the liability of certificate delivered pursuant to Section 5.1(b)(vi) will not be subject to or counted towards the Seller with respect to Losses exceed $10,000,000Indemnity Threshold. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply The Seller’s maximum aggregate Liability with respect to the indemnities contained matters described in Section 8.2(b7.1(a) or will be limited to any Loss arising out of any inaccuracy in or any breach of an amount equal to CDN$1,000,000 (the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20“Seller Cap”); provided, however, that any claim relating to Section 3.3 (authority), 3.4 (conflicts), 3.7 (title to assets), 3.13 (taxes), 3.17 (environmental) or 3.20 (brokers), the Seller shall have no liability, nor certificate delivered pursuant to Section 5.1(b)(vi) or any covenant or agreement will not be subject to any claimor counted towards the Seller Cap, under but will be limited to an amount equal to the Purchase Price. (b) The Buyer will have no Liability with respect to the matters described in Section 8.2(a7.2(a): (i) in respect of any inaccuracy in Loss incurred or any breach suffered by the Seller Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of the representations and warranties contained in all Qualifying Losses that Buyer Indemnitees may have under Section 3.20 unless and until 7.2(a) exceeds CDN$37,500 (the amount of Losses exceeds $100,000 referred to in this clause (ii), the aggregate“Buyer Indemnity Threshold”), and then only to for the extent aggregate amount of all Qualifying Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall Indemnity Threshold; provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) will not be subject to or counted towards the Buyer Indemnity Threshold. The Buyer’s maximum aggregate Liability with respect to the matters described in Section 7.2(a) will be limited to an amount equal to CDN$1,000,000 (the “Buyer Cap”); provided, however, that any claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) or any covenant or agreement will not be subject to or counted towards the Buyer Cap, but will be limited to an amount equal to the Purchase Price. (c) This Section 7.4 will not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profitsfraud, lost revenues, lost opportunity costs, costs of financing, including any fraudulent or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect intentional breach of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3representation or warranty.

Limitations on Indemnification. (a) The Seller Company shall have no liabilitybe ------------------------------ obligated to indemnify any Indemnitee(s) pursuant to Section 10.1 hereof with respect to any Losses incurred by such Indemnitee(s) only if and to the extent that the aggregate amount of Losses for claims made by all Indemnitees shall exceed $200,000, nor in which case only the excess over $200,000 shall be subject to any claim, under Section 8.2(a) indemnification hereunder. The foregoing $200,000 minimum requirement shall not apply in respect of claims or actions arising out of or resulting from breach(es) of Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.10 and 5.21 hereof. (b) In no event shall the Company or the Purchasers, as the case may be, be liable to any inaccuracy in Indemnitee(s) hereunder for special, consequential, indirect, incidental or any breach of any representation and warranty of punitive damages or penalties. (c) Notwithstanding anything to the Seller contrary contained in this Agreement, the aggregate liability of the Company for any and all Losses incurred by the Purchasers (and all related Indemnitees) and for which the Purchasers (and all related Indemnitees) would otherwise be entitled to indemnification hereunder shall not exceed $50,000,000. (d) Any indemnification payment(s) payable pursuant to this Agreement unless shall be decreased by and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) any insurance proceeds or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) Tax benefits obtained by an Indemnitee in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only giving rise to such indemnification payment(s). (e) To the extent of Losses in excess of such amount reasonably practicable, the Purchasers shall seek to combine and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, jointly pursue any claims or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII actions that they may have in respect of a breach by the Company of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3its representations, warranties or agreements contained herein.

Limitations on Indemnification. The Seller (a) Notwithstanding any other provision of this Agreement: (i) No indemnification shall have no liability, nor be subject payable pursuant to any claim, under Section 8.2(a) in respect or Section 8.3(a) unless the total of any inaccuracy in all claims for indemnification pursuant to such Section 8.2(a) or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 Section 8.3(a), as applicable, shall exceed US$75,000 in the aggregate, and then whereupon only to the extent amount of Losses such claims in excess of such amountthe foregoing threshold amount shall be recoverable in accordance with the terms hereof; (ii) the aggregate liability incurred by Seller pursuant to Section 8.2(a) shall not exceed an amount equal to U.S. $1,000,000 and the aggregate liability incurred by Buyer pursuant to Section 8.3(a) shall not exceed an amount equal to U.S. $1,000,000; and (iii) any claims indemnified hereunder arising out of or relating to (a) Buyer’s or Seller’s fraud, willful misconduct or bad faith, (b) Seller’s failure to deliver to Buyer any of the Assets or (c) claims made based upon breaches under Section 4.1, Section 5.1, Section 4.2 (as to authority only), Section 5.2 (as to authority only), Section 4.4, and Section 4.10 shall not be subject to the limitations set forth in this Section 8.5(a); provided, however, that Seller’s aggregate liability pursuant to claims based upon breaches under Section 4.10 together with breaches of any sections of ARTICLE IV (other than breaches of Section 4.1, Section 4.2 (as to authority only) or Section 4.4) shall not exceed an amount equal to U.S.$1,500,000. For clarity, the limitations set forth in no event this Section 8.5(a) shall not apply to indemnification relating to the liability failure of Buyer or Seller to discharge Assumed Liabilities or Retained Liabilities, as the Seller with respect case may be. (b) All amounts to Losses exceed $10,000,000. Notwithstanding the foregoing, which an Indemnified Party may be entitled pursuant to the provisions of the previous sentence Sections 8.2 and 8.3 shall not apply be net of (i) any insurance coverage with respect to the indemnities contained in Section 8.2(bthereto and (ii) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained tax benefits realized by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Indemnified Party.

Limitations on Indemnification. The (a) No Buyer Group Member shall be entitled to indemnification pursuant to Section 11.2(a), and no Seller Group Member shall have no liabilitybe entitled to indemnification pursuant to Section 11.3(a), nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the aggregate amount of Losses and Expenses asserted by the Buyer Group Members (in the case of a claim by a Buyer Group Member) or by the Seller Group Members (in the case of a claim by a Seller Group Member) with respect to all misrepresentations and breaches of warranty referred to in Section 11.2(a) or Section 11.3(a), as applicable, equals or exceeds $720,000 in the aggregate25,000, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the excess. (b) The maximum aggregate liability of Sellers under Section 11.2(a), and the Seller maximum aggregate liability of Buyer under Section 11.3(a), shall not exceed the Purchase Price. (c) Buyer shall not be entitled to make any claim for indemnification with respect to Losses exceed $10,000,000. any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 3.6. (d) Notwithstanding the foregoing, and for the provisions avoidance of doubt, the previous sentence limitations on indemnification set forth in this Section 11.4 shall not apply to (i) any indemnification claim for Losses and Expenses resulting from, in connection with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any breach of or inaccuracy in or any breach of the representations and warranties contained in the last sentence Sections 4.3, 4.4, 4.6, 4.7, 4.31, 5.2, 5.3 and 5.9, (ii) any indemnification claims relating to Taxes, which are controlled by Article 8, (iii) any fraud, intentional misrepresentation or willful breach of Section 2.3(aSellers or (iv) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained any covenant or agreement set forth in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, 7.6 or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.37.8.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14, and until Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.16 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any Partnership Parties’ aggregate liability to the extent Contributing Indemnified Parties under Section 9.2(i) exceed the same is included in Ceiling Amount. Notwithstanding the Statement foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of Working Capital as defined representations and warranties contained in Section 2.34.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration.

Limitations on Indemnification. The Seller (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no party hereto (nor, in each case, such party’s officers, directors, employees, agents, representatives and affiliates), shall have no liability, nor be subject liable to any claim, under Section 8.2(a) another party in respect of any inaccuracy in indemnification hereunder pursuant to Sections 6.12 (other than Section 6.12(e)(viii)(a)), 9.2(a)(i), 9.2(b)(i) or any breach of any representation and warranty of the Seller contained in this Agreement 9.2(c)(i) unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent that the aggregate amount (without duplication) of all such individual Losses of the party seeking indemnification are entitled exceeds $1,000,000 (the “Deductible”), (ii) the maximum liability of any party for indemnification pursuant to Sections 6.12, 9.2(a), 9.2(b) or 9.2(c) shall be an amount equal to the Purchase Price (after taking into account any increases or decreases in excess of such amountthe Purchase Price pursuant to Section 2.8); provided, however, that in no event shall the liability of the Seller claim for indemnification by an Indemnified Party hereunder with respect to Losses exceed $10,000,000. resulting from (i) a breach of Sections 3.1 (Organization and Qualification Subsidiaries), 3.2 (Charter Documents and Bylaws), 3.3 (Capitalization), 3.4 (Authority Relative to Agreement), 4.1 (Authority Relative to Agreement), 4.3 (Title to Securities), 5.1 (Organization and Qualification; Subsidiaries), 5.2 (Charter Documents and Bylaws) and 5.3 (Authority Relative to Agreement) or (ii) resulting from fraud or intentional misrepresentation shall be subject to the limitations contained in this Section 9.4. (b) Notwithstanding the foregoingother provisions of this Section 9.4 or Section 6.12, no Losses shall be taken into account (including for purposes of determining whether or not the Deductible has been satisfied), and none of the Company, the provisions Securityholders or the Parent shall have any indemnification obligations, unless the Losses resulting from a single event, occurrence or omission, or series of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) events, occurrences or to any Loss omissions arising out of related facts, circumstances or conditions, exceed $25,000. (c) For purposes of determining the extent of and limitations on indemnification under Section 6.12 (Tax Covenants) and Article IX, the amount of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, Losses that the Seller shall have no liability, nor may be subject to indemnification under this Agreement will be determined net of any claimcurrent Tax benefits, including, without limitation, current deductions, actually realized by the Indemnified Party (or any consolidated, combined or unitary group of which the Indemnified Party is also a member) attributable to the incurrence or payment of such Loss and which are actually realized within two years of incurring the relevant Loss. In the event that any Indemnified Party (or any consolidated, combined or unitary group of which the Indemnified Party is also a member) realizes any Tax benefits consistent with the preceding sentence attributable to a Loss after being indemnified for such Loss by an Indemnifying Party, the 60 Indemnified Party will notify the Indemnifying Party that it has realized such Tax benefit and will promptly reimburse the Indemnifying Party in the amount of the Tax benefit so realized. Other than in respect of a Third Party Claim, an Indemnifying Party shall not be liable under Section 8.2(a) this Article IX in respect of any inaccuracy in claim for incidental, special, punitive or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregateconsequential damages, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for including consequential damages resulting from lost profits. (d) The amount that any Indemnifying Party is required to pay to, lost revenues, lost opportunity costs, costs for or on behalf of financing, or punitive damages. If the Closing occurs, indemnification any Indemnified Party pursuant to this Section VIII Article IX shall be the exclusive remedy adjusted by any insurance proceeds actually received by any Indemnified Party in reduction of the parties related indemnifiable Loss after reduction for money damages under this Agreement. No indemnification is available pursuant any costs or expenses incurred in connection with collecting such proceeds or payments (which the Indemnified Party will use commercially reasonable efforts to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3collect).

Limitations on Indemnification. The 12.4.1 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, (a) no Seller other than the Corporate Sellers shall have any obligation to indemnify any other Person pursuant to this Article 12, except as provided pursuant to Section 12.1.2, (b) subject to Section 12.4.2, the obligation of any Corporate Seller to indemnify any Indemnified Party with respect to any Claim pursuant to Section 12.1.1, 12.1.3, 12.1.4, 12.1.5, 12.1.6 or 12.1.8 shall be limited (x) with respect to Vivendi to an amount equal to 70.33% of the aggregate amount of Damages that are the subject of such Claim incurred by all members of the Buyer Indemnified Group and (y) with respect to Marubeni to an amount equal to 29.67% of the aggregate amount of Damages that are the subject of such Claim incurred by all members of the Buyer Indemnified Group and (c) the obligation of any Seller other than a Corporate Seller to indemnify any Indemnified Party pursuant to Section 12.1.2 shall be limited to the aggregate consideration received by such Seller under this Agreement and the Put and Call Agreement 12.4.2 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, the Corporate Sellers shall have no liability, nor be subject liability to indemnify any claim, under member of the Buyer Indemnified Group pursuant to Section 8.2(a) in respect 12.1.1 and 12.1.8 for any Damages which directly or indirectly arise out of any inaccuracy in or are a result of or relate to any breach of any representation and warranty representations or warranties of the Seller Company contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only Article 3 to the extent of Losses such Damages would exceed, in excess of such amount; providedthe aggregate for all Corporate Sellers, however$682.0 million. 12.4.3 Notwithstanding anything herein to the contrary, that in no event shall but subject to the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the other provisions of the previous sentence this Section 12.4, no Indemnifying Party shall not apply with respect have any liability to indemnify any Indemnified Party for Damages pursuant to: (i) Section 12.1.1(i); (ii) Section 12.1.2 (i) insofar as it relates to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations representation and warranties contained in the last sentence of Sections 4.1, 4.2, 4.3 and 4.5; or (iii) Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.2012.1.5; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until until, in the case of clauses (i) through (iii), the amount of Losses all such Damages in the aggregate exceeds $100,000 15.0 million, in which case the Indemnifying Parties shall be liable in the aggregateaggregate only for the amount of such excess. 12.4.4 This Article 12 shall be effective as of the Closing. Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, after the Closing no person shall have any right to indemnification or other right to recovery with respect to this Agreement and then only the transactions contemplated hereby except pursuant to this Article 12. 12.4.5 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, no party shall have any indemnification obligation to any other Person with respect to any Damages (a) to the extent that a reserve or allowance for such Damages is recorded on the Closing Balance Sheet or (b) consisting of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other incidental, indirect, consequential or punitive damages, or damages for lost profits, lost revenuesother than Damages consisting of incidental, lost opportunity costsindirect, costs of financing, consequential or punitive damages, or damages for lost profits, payable by an Indemnified Party to a third party that is not an Indemnified Party. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.Section

Limitations on Indemnification. (a) The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the aggregate liability of the Seller with in respect to Losses of Section 8.2(a)(i) and (iv) will not exceed $10,000,000fifteen percent (15%) of the sum of (x) the Purchase Price and (y) if earned, the Earn Out Payment (the “Seller R&W Cap”). Notwithstanding the foregoing, the provisions Seller R&W Cap will not be applicable to any 43 breach or inaccuracy arising under any of the previous sentence shall following, and no Damages arising under any of the following will be subject to or count against the Seller R&W Cap: Section 3.1(a), (c), (e), (f), (g) and (h) (Due Organization; Subsidiaries), Section 3.3 (Capitalization), Section 3.4 (Seller Authority; Binding Nature of Agreements), Section 3.18 (Tax Matters), or Section 3.24 (Certain Fees) (collectively, the “Seller Fundamental Representations”). (b) The maximum liability of the Seller in respect of Section 8.2(a) in the aggregate will not apply exceed the Purchase Price (the “Seller Aggregate Cap”). (c) The aggregate liability of the Purchaser in respect of Section 8.4(a)(i) will not exceed fifteen percent (15%) of the Purchase Price (the “Purchaser R&W Cap”). Notwithstanding the foregoing, the Purchaser R&W Cap will not be applicable to any breach or inaccuracy arising under any of the following, and no Damages arising under any of the following will be subject to or count against the Purchaser R&W Cap: Section 4.1 (Organization), Section 4.3 (Authority; Binding Nature of Agreements) or Section 4.5 (Certain Fees) (collectively, the “Purchaser Fundamental Representations”). (d) The maximum liability of the Purchaser in respect of Section 8.4(a) in the aggregate will not exceed the Purchase Price (the “Purchaser Aggregate Cap”). (e) The Seller will not have any liability under Section 8 with respect to any Damages to a Purchaser Indemnified Party if and to the indemnities contained extent that any such Damages are reduced by (i) any tax benefit actually realized by such Purchaser Indemnified Party with respect to such Damages or (ii) insurance or other third party payments received by such Purchaser Indemnified Party. (f) Except as otherwise provided in this Agreement, neither the Seller, on the one hand, nor Purchaser, on the other hand, shall have any liability for indemnification pursuant to Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of 8 unless the representations and warranties contained total Damages for which the indemnifying party would otherwise be liable exceeds US$300,000.00 in the last sentence of Section 2.3(a) aggregate (the “Deductible”), in which case the Seller or in Sections 3.1the Purchaser, 3.2as applicable, 3.4, 3.9 or 3.20will be responsible only for Damages exceeding the Deductible; provided, however, that the Seller shall have no liability, nor be subject Deductible will not apply to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of contract or covenant or fraud by any of the representations and warranties contained in Section 3.20 unless and until Parties, will apply only to misrepresentations by the amount of Losses exceeds $100,000 in the aggregateParties, and then only will not apply to any of the Seller Fundamental Representations or the Purchaser Fundamental Representations. (g) Notwithstanding anything to the extent contrary, the Seller R&W Cap, Seller Aggregate Cap, Purchaser R&W Cap, and Purchaser Aggregate Cap will not apply to any claims involving fraud. (h) The Purchaser Indemnified Parties will not be entitled to indemnification for a breach of Losses in excess of such amount and such $100,000 in Losses retained Section 3.11(g) or Section 3.20(b) for any amounts that are actually deducted from the Final Purchase Price paid by the Buyer shall not apply toward the $720,000 Purchaser in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this accordance with Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.31.7 above.

Limitations on Indemnification. The Seller (a) Except with respect to breaches of (i) Indemnifiable Taxes, (ii) the Company Fundamental Representations and (iii) the representations and warranties in Section 4.15 (Environmental Matters) and in Section 4.16 (Employee Benefit Matters), the Stockholders shall have no liability, nor not be subject required to any claim, indemnify or hold harmless the Parent Indemnified Parties for Losses under Section 8.2(a9.2(a)(i) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the aggregate amount of all such Losses with respect to which a Claim Notice was delivered in accordance with Section 9.3 exceeds $720,000 250,000 (the “Deductible Amount”), in which event the aggregate, and then Stockholders shall only be obligated to indemnify the extent of Parent Indemnified Parties for any Losses in excess of such amountthe Deductible Amount; provided, however, that except with respect to breaches of (i) Indemnifiable Taxes, (ii) the Company Fundamental Representations and (iii) the representations and warranties in no event Section 4.15 (Environmental Matters) and in Section 4.16 (Employee Benefit Matters), the aggregate Losses for which the Parent Indemnified Parties will be entitled to recover pursuant to Section 9.2(a)(i) shall not exceed $2,600,000 (the liability of “Cap”). (b) Notwithstanding anything in this Agreement to the Seller contrary, except with respect to Losses exceed $10,000,000. Notwithstanding the foregoingresulting or arising from (i) Indemnifiable Taxes, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b(ii) or to any Loss arising out of any inaccuracy in or any breach breaches of the representations and warranties contained in Section 4.17 (Taxes) or (iii) fraud or intentional misrepresentation, the aggregate liability of the Stockholders for Losses under Section 9.2(a) shall not in any event exceed $14,500,000. (c) For purposes of this ARTICLE IX, the terms “material,” “in all material respects,” “Business Material Adverse Effect,” and words of similar import that are used in any representation or warranty set forth in this Agreement or in the last sentence certificates with respect thereto delivered hereunder shall be disregarded and given no effect for purposes of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect determining a breach hereof and calculations of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only any Losses. (d) No Parent Indemnified Party shall be entitled to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties ARTICLE IX for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability Losses to the extent the same is included in the Statement that any Parent Indemnified Party has actually recovered for such item as a result of Working Capital as defined in a post-closing adjustment pursuant to Section 2.32.7(d) of this Agreement.

Limitations on Indemnification. The Seller (a) Except to the extent set forth in Section 9.06(c)(ii), the Stockholder shall have no liability, nor not be subject required to any claim, provide indemnification for claims made under Section 8.2(a9.02(b) in respect of any inaccuracy in or any breach of any representation and warranty unless the Indemnified Party’s Losses for all such claim(s) shall exceed an amount equal to one-half percent (0.5%) of the Seller contained Net Proceeds, as finally determined in this Agreement unless and until accordance with the amount provisions of Losses exceeds $720,000 Section 2.03 hereof, in the aggregate, aggregate and then only to the extent that the Losses exceed an amount equal to one-half percent (0.5%) of Losses the Net Proceeds, as finally determined in excess accordance with the provisions of such amountSection 2.03 hereof (it being the intent of the Parties that the foregoing be in the nature of a deductible) (the “Deductible”); provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence Deductible shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss Losses arising out of of, resulting from or relating to any inaccuracy in in, misrepresentation of, or any breach of the representations and warranties contained in Sections 4.01 (Organization, Qualification and Power), 4.02 (Authorization; Enforceability), 4.04 (Capitalization), 4.05 (No Brokers), 4.07(a) (Absence of Encumbrances), or 4.10 (Taxes). (b) Except to the last sentence extent set forth in Section 9.06(c)(ii), in no event shall the aggregate liability of the Stockholder with respect to all claims of indemnification made under Section 9.02(b), exceed an amount equal to twelve and one-half percent (12.5%) of the Net Proceeds, as finally determined in accordance with the provisions of Section 2.3(a) or 2.03 hereof, in Sections 3.1, 3.2, 3.4, 3.9 or 3.20the aggregate (the “Cap”); provided, however, that the Seller Cap shall have no liability, nor be subject not apply to any claimLosses arising out of, under Section 8.2(aresulting from or relating to (i) in respect of any inaccuracy in in, misrepresentation of, or any breach of the representations and warranties contained in Sections 4.01 (Organization, Qualification and Power), 4.02 (Authorization; Enforceability), 4.04 (Capitalization), 4.05 (No Brokers), 4.07(a) (Absence of Encumbrances), 4.10 (Taxes), or 4.21 (China Purchased Assets) or (ii) Pre-Closing Taxes. (c) Notwithstanding anything to the contrary contained in this Agreement: (i) in no event shall the maximum liability of the Stockholder under this Article IX exceed the amount of the Net Proceeds; (ii) the limitations set forth in Section 3.20 unless 9.06(a), (b) and until (c)(i) above shall not apply in the event that the Stockholder or any of its Affiliates or, with respect to its activities prior to the Effective Time, any Acquired Company, is found to have committed fraud. (iii) the Stockholder shall not be obligated to indemnify for Losses under this Article IX to the extent that such Losses were (A) accrued for or counted as a liability in the calculation of the Final Closing Working Capital or (B) otherwise reflected in the Settlement Amounts or an adjustment to the Net Proceeds in the manner contemplated in Section 2.03 hereof. (d) For purposes of calculating the amount of Losses exceeds $100,000 relating to a breach of any representation or warranty set forth in this Agreement (but not, for clarity, for purposes of determining whether a breach of any such representation or warranty has occurred for the purpose of Section 9.02 hereof), any qualification as to materiality or any other similar qualification or standard contained in Article IV of this Agreement shall be disregarded (it being understood that the word “Material” in the aggregate, defined term “Material Contracts” and then only the qualification as to the extent of Losses “Material Adverse Effect” in excess of such amount and such $100,000 in Losses retained by the Buyer Section 4.12 shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other disregarded for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3purpose).

Limitations on Indemnification. None of the Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 5.1 with respect to a Claim or series of related Claims if such Claim or series of related Claims arise out of the same or similar facts or circumstances, where the Losses related thereto are less than $55,000 (each, a “De Minimis Loss”). The Seller shall not have no liabilityany liability with respect to, nor be subject or obligation to indemnify for, Losses under Article V hereof unless the aggregate amount of Losses (not including any claim, under Section 8.2(aDe Minimis Losses) in respect of any inaccuracy in or any breach of any representation and warranty of for which the Seller contained would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $1,070,000 (the “Deductible”), it being agreed that in this Agreement unless such event, the Seller’s obligations under Article V hereof will take the Deductible into account and until the Purchaser Indemnitee will be entitled to receive only the amount of such Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses (not including any De Minimis Losses) in excess of such amountthe Deductible; provided, however, that neither the De Minimis Loss limitation nor the Deductible shall apply to Losses related to breaches of the Seller Fundamental Representations, Section 5.1(b) or Section 5.1(c) hereof. Notwithstanding anything in no event shall this Agreement to the contrary, the maximum indemnification liability of the Seller with respect to Losses under this Agreement, shall not exceed $10,000,000. Notwithstanding 8,025,000 (the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20“Cap”); provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer Cap shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to any breaches asserted with respect to the other for lost profitsSeller Fundamental Representations, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If in which case the Closing occurs, maximum indemnification pursuant to this Section VIII shall be the exclusive remedy liability of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to Seller shall not exceed the extent the same is included in the Statement of Working Capital as defined in Section 2.3Purchase Price.

Limitations on Indemnification. The (a) Except as provided below, the Seller Parties shall have no liability, nor not be subject obligated to make any claim, under Section 8.2(a) in indemnification payments with respect of any inaccuracy in or to any breach of any a representation and or warranty of the Seller contained in this Agreement under Article III or Article IV unless and until the amount of such Losses collectively exceeds One Hundred Fifty Thousand Dollars ($720,000 in 150,000), (the aggregate“Basket Amount”), and then provided that once such Losses exceed such amount, the Seller Parties shall only be obligated to pay the extent amount of such Losses in excess of the Basket Amount. Notwithstanding the first sentence of this Section 7.06(a), the Basket Amount will not apply to indemnified Losses resulting from (i) breaches of the Fundamental Representations and the representations and warranties set forth in Sections 3.13, 3.17, 4.04, 4.05 and 4.08 (ii) obligations of the Seller Parties to the extent a breach results from fraud by a Seller Party, and (iii) any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the performance of, any covenant or agreement of any Seller Party or the Seller Representative set forth in this Agreement. (b) Except as provided below, and subject to Section 7.03, the Seller Parties’ maximum aggregate indemnification liability for indemnified Losses under Section 7.02 relating to or arising out of the breach or violation of any representation or warranty under Article III or Article IV shall not exceed Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Cap”), provided that the Cap will not apply to indemnified Losses resulting from (i) breaches of the Fundamental Representations and the representations and warranties set forth in Sections 3.13, 3.17, 4.04, 4.05 and 4.08, (ii) obligations of the Seller Parties to the extent a breach results from fraud by a Seller Party, and (iii) any failure to perform, nonfulfillment, nonobservance or other breach or violation of, or default in the performance of, any covenant or agreement of the Seller Parties or the Seller Representative set forth in this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Section 7.03 shall apply to the Seller Related Parties and the Seller’s maximum aggregate indemnification liability for indemnified Losses under Section 7.02 relating to or arising out of the breach of any representation or warranty in Article III and Article IV herein shall not exceed the amount of the Aggregate Consideration received by Seller under this Agreement. (c) The amount of any Loss for which indemnification is provided pursuant to this Article VII shall be net of (i) any amounts actually recovered by the indemnified party under its insurance policies or otherwise (and in the event that any Losses related to a claim by a Purchaser Indemnified Party is covered by insurance, Purchaser agrees to use commercially reasonable efforts to seek recovery under such amountinsurance); (ii) any related reserve in respect thereof resulting in a purchase price adjustment pursuant to Section 2.03(d); and (iii) the reduction in current Tax liability of the indemnified party attributable to such Loss. (d) From and after the Closing, the Seller and Seller Related Parties shall not have any claim for contribution from or against the Company as a result of any indemnification or other payments made by Seller or any of the Seller Related Parties to any of the Purchaser Indemnified Parties pursuant to this Agreement. (e) To the extent claims for indemnification pursuant to this Article VII do not involve a Claim, an indemnifying person shall not be responsible or liable for Losses or other amounts under this Article VII that are consequential, special, exemplary, punitive, in the nature of lost profits or diminution in value or otherwise not actual damages. (f) Notwithstanding anything else in this Article VII to the contrary, no party shall be limited, at any time, from recovering any and all Losses incurred or suffered by it relating to or arising out of or in connection with fraud . (g) Notwithstanding anything herein to the contrary, no Party is entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, or any other Transaction Document executed in connection with this Agreement or otherwise. (h) The Seller Parties and the Purchaser agree and acknowledge that, except for payments due by any Party under Section 2.03(d) (which are expressly excluded from the terms and limitations set forth in this Section 7.06(h)), the rights to indemnification provided for in Section 6.05(g) and this Article VII shall be the sole and exclusive remedy (regardless of the theory or cause of action pled) for monetary damages of the Seller and Seller Related Parties on the one hand, or the Purchaser, on the other hand, as the case may be, after the Closing for and with respect to any breach of or inaccuracy in any representation or warranty of a Party and for any failure by the other party to perform and comply with any covenants and agreements contained in this Agreement or a Closing Document, and each Party to this Agreement hereby waives to the fullest extent permitted by law, any other rights or remedies that may arise under any applicable law in connection therewith, provided, however, that nothing herein will limit in no event shall the liability of the Seller with respect any way any Party’s rights hereunder or otherwise, to Losses exceed $10,000,000. Notwithstanding the foregoingspecific performance, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) injunctive relief or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3non-monetary equitable relief.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.15, and until Section 3.17 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4 and Section 3.17 provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.17 shall not exceed the amount of Losses exceeds $100,000 the Consideration. (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b) or in Sections 3.5 through 3.17) relating to Damages suffered or incurred by the Partnership Indemnified Parties, lost opportunity costsattributable to any SNG Entity or their assets, costs businesses or operations shall be limited to a proportionate share of financing, such Damages equal to the Subject Interest Percentage. (e) The Parties agree that the Contributing Parties are solely responsible and liable on a joint and several basis with respect to any indemnification or punitive damages. If the Closing occurs, indemnification payment obligation pursuant to this Section VIII shall be Article 9 relating to Damages suffered or incurred by the exclusive remedy Partnership Indemnified Parties associated with any of the parties SNG Entities’ assets, businesses or operations. The Parties agree that the Contributing Parties are jointly and severally liable for money damages under this Agreement. No any indemnification is available or payment obligation pursuant to this Section VIII in respect Article 9 of the Contributing Parties relating to any liability remaining Damages suffered or incurred by the Partnership Indemnified Parties that are not directly attributable to the extent the same is included in the Statement of Working Capital as defined in Section 2.3any SNG Entity or their respective assets, businesses or operations.

Limitations on Indemnification. The Seller (a) Notwithstanding anything to the contrary herein, the Company shall have no liability, nor not be subject required to any claim, under Section 8.2(a) in respect of any inaccuracy in indemnify Purchaser or any breach of any representation Parent and warranty of the Seller contained in this Agreement Purchaser and Parent shall not be obligated to indemnify Company unless and until the aggregate Losses of the Indemnitee exceeds One-Hundred-Fifty Thousand Dollars ($150,000) (the "Threshold"), and if such Losses are exceeded, only the amount of Losses exceeds $720,000 above the Threshold, subject to the other limitations provided herein Agreement provided, however, that Losses arising from the items covered in Sections 1.02(a) (Assumed Liabilities), 1.02(b) (Retained Liabilities), 2.04 (Brokers), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (collectively, the "Exceptional Items") shall not be subject to this Section 7.04(a). (b) The total indemnification obligations of Company in this Agreement shall not exceed, in the aggregatecollective aggregate for Company, and then only to One Million Dollars ($1,000,000.00) (the extent of Losses in excess of such amount"Cap"); provided, however, that in no event shall (i) the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence Cap shall not apply with respect to items covered in Sections 1.02(b) (Retained Liabilities), 3.08 (Title to Properties), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees), (the "Company Uncapped Items") and (ii) actual fraud committed by Company, shall not be subject to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach Cap and such Damages shall not count towards satisfaction of the representations Cap. (c) The total indemnification obligations of Purchaser and warranties contained Parent in this Agreement shall not exceed, in the last sentence of Section 2.3(a) or in Sections 3.1collective aggregate for Purchaser and Parent, 3.2, 3.4, 3.9 or 3.20the Cap; provided, however, that (i) the Seller Cap shall not apply to the items covered in Sections 1.02(a) (Assumed Liabilities), 2.04 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (the "Purchaser Uncapped Items") and (ii) a knowing or intentional misrepresentation by Purchaser or Parent, or actual fraud committed by Purchaser or Parent, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (d) The parties hereto shall have no liability, nor be subject liability to any claim, under Section 8.2(athe other parties hereto (for indemnification or otherwise) in respect for the breach of any inaccuracy in representation or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only warranty to the extent of Losses in excess of that such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either other party be liable had actual knowledge at or prior to the other for lost profitstime of Closing that such representation or warranty was not true at the time of Closing; provided, lost revenueshowever, lost opportunity coststhat Purchaser and Parent shall only be deemed to have actual knowledge in event that Seller can establish with clear and convincing evidence of actual knowledge by any of Anu Acharya, costs of financingSubash Lingareddy or Sujata Pammi based upon written d▇▇▇▇▇▇▇▇▇▇▇n. (▇) Exc▇▇▇ ▇▇▇ ▇▇▇▇ons grounded in fraud, or punitive damages. If the Closing occursparties hereto acknowledge and agree, the indemnification pursuant to provisions in this Section VIII Article VII shall be the exclusive remedy of the parties for money damages under Parties with respect to breaches of the representations and warranties set forth in this Agreement. No indemnification is available pursuant As used in this section, fraud shall not include any claims grounded in an allegation that a representation or warranty in this Agreement was false, inaccurate or incomplete. In order to this Section VIII in respect prove fraud, it shall be the burden of any liability the party alleging fraud to establish that the extent acts alleged were committed intentionally and with the same is included in specific intent to defraud the Statement of Working Capital as defined in Section 2.3other.

Limitations on Indemnification. The Seller No Indemnifying Party hereto shall have no liabilityany liability with respect to, nor or obligation to indemnify for, Losses under Article V hereof unless the aggregate amount of Losses for which such Indemnifying Party would, but for the provisions of this Section 5.5, be subject liable exceeds, on an aggregate basis, One Million Five Hundred Thousand Dollars ($1,500,000), it being agreed that in such event the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until receive only the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of such Losses in excess of such amountthreshold; provided, however, that such threshold shall not apply to Losses related to any of the matters described in no event shall the Sections 2.2, 2.3, 2.8, 2.14, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof or to Pre-Closing Liabilities and Post-Closing Liabilities. The maximum indemnification liability of the Seller with respect to Losses and the Guarantor, on the one hand, and of the Parent and the Buyer, on the other hand, shall not exceed Ten Million Dollars ($10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20); provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer limitation shall not apply toward to any breaches asserted with respect to Sections 2.2, 2.3, 2.8, 3.2 or 3.3, in which case the $720,000 in Losses retained by maximum indemnification liability of the Buyer under Seller and the preceding sentence. In no event shall either party be liable to Guarantor, on the one hand, and the Parent and the Buyer, on the other hand, shall not exceed the Purchase Price. Notwithstanding the foregoing, nothing in this Agreement will relieve any Party from liability for lost profits, lost revenues, lost opportunity costs, costs fraud or any willful breach of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect Agreement of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3or willful misrepresentation herein.

Limitations on Indemnification. The Seller party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall have no liability, nor be subject to any claimthe following limitations: (A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of as the Seller contained in this Agreement case may be, unless and until the amount aggregate of Losses all Damages incurred by the Indemnified Party exceeds $720,000 in 25,000 (the aggregate“Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and then the Indemnifying Party shall only be liable and required to the extent of Losses pay, Damages in excess of such amountthe Deductible; provided, however, that the limitation in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.4, 3.5, 3.7, 3.8, 3.10, 4.1, 4.2, 4.4, or 4.6. (B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.4, 3.7, 4.1, 4.2, 4.4, or 4.6. (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with respect providing such indemnification payment up to the indemnities contained amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in Section 8.2(bcollecting such amount. (D) or to Seller shall not be liable under this Article VIII for any Loss Damages arising out of any inaccuracy in or breach of any breach of the representations and or warranties of Seller contained in the last sentence this Agreement if Buyer had actual knowledge of Section 2.3(a) such inaccuracy or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only prior to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3Closing.

Limitations on Indemnification. The Seller No Indemnifying Party hereto shall have no liability, nor be subject ------------------------------ liable to any claim, indemnify for Losses under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of Article VI hereof unless the Seller contained in this Agreement unless and until the aggregate amount of Losses exceeds for which such Indemnifying Party would, but for the provisions of this Section 6.5, be liable to indemnify exceeds, on an aggregate basis, One Hundred Thousand Dollars ($720,000 in the aggregate, and then only to the extent of Losses in excess of such amount100,000.00); provided, however, that such threshold shall not apply to matters related to title to the Purchased Assets, Pre-Closing Liabilities, Post-Closing Liabilities, Taxes or any of the matters described in no event shall Section 5.8, 6.1(d), Section 6.1(e), 6.1(f) or 6.1(g) hereof. Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding Sellers and the foregoingShareholder, on the provisions of one hand; and the previous sentence Buyer and the Parent on the other, shall not apply with respect to the indemnities contained in Section 8.2(bexceed Twelve Million Six Hundred Thirty- eight Thousand Dollars ($12,638,000.00) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of provided that such amount and such $100,000 in Losses retained by the Buyer limitations shall not apply toward to matters related to title to the $720,000 Purchased Assets, Pre-Closing Liabilities or any of the matters described in Losses retained by Section 6.1(d), 6.1(e), 6.1(f) or 6.1(g) hereof, in the case of the Sellers and the Shareholder, or Post-Closing Liabilities or the obligations of the Buyer under contained in Section 5.8 hereof, in the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy case of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to Buyer and the extent the same is included in the Statement of Working Capital as defined in Section 2.3Parent.

Limitations on Indemnification. The Seller (a) No Buyer Group Member shall have no liability, nor be subject entitled to any claim, under be indemnified pursuant to Section 8.2(a9.2(b) in respect of any inaccuracy in or any Section 9.2(e) (insofar as such third party Action relates to a breach of any a representation and warranty of the Seller contained in this Agreement or warranty), unless and until the amount aggregate of Losses exceeds $720,000 in all Damages incurred by Buyer Group Members shall exceed 1% of the aggregatePurchase Price (the “Basket”) and thereafter only for indemnification pursuant to Section 9.2(b) or Section 9.2(e) (insofar as such third party Action relates to a breach of a representation or warranty), and then only to the extent of Losses in excess of the Basket, and the maximum aggregate amount of Damages for which indemnification pursuant to Section 9.2(b) and Section 9.2(e) (insofar as such amountthird party Action relates to a breach of a representation or warranty) may be received by the Buyer Group Members shall not exceed 20% of the Purchase Price (the “Cap”); provided, however, that in no event Buyer Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the liability first dollar of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoingDamages, the provisions of the previous sentence shall not apply with respect without regard to the indemnities contained in Section 8.2(b) Basket or to any Loss arising out the Cap, incurred as a result of any inaccuracy in or any breach of the representations and warranties contained set forth in the last sentence of Sections 3.1 (Organization; Good Standing), 3.3 (Authority; Execution and Delivery; Enforceability), 3.5(b) (Title to Assets); 3.11 (Tax Matters); 3.14 (Environmental Matters) and 3.19 (No Finder). (b) No Seller Group Member shall be entitled to be indemnified pursuant to Section 2.3(a9.3(b) or Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), unless and until the aggregate of all Damages incurred by Seller Group Members shall exceed the Basket and thereafter only for indemnification pursuant to Section 9.3(b) or Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), in Sections 3.1excess of the Basket, 3.2, 3.4, 3.9 and the maximum aggregate amount of Damages for which indemnification pursuant to Section 9.3(b) and Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or 3.20warranty) may be received by the Seller Group Members shall not exceed the Cap; provided, however, that Seller Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the Seller shall have no liabilityfirst dollar of Damages, nor be subject without regard to any claimthe Basket or the Cap, under Section 8.2(a) in respect incurred as a result of any inaccuracy in or any breach of the representations and warranties contained set forth in Section 3.20 unless 4.1 (Organization, Good Standing), 4.2 (Authority; Execution and until Delivery; Enforceability), and 4.6 (No Finder). (c) For purposes of Section 9.2(b) or Section 9.2(e) (insofar as such third party Action relates to a breach of a representation or warranty) and Section 9.3(b) or Section 9.3(d) (insofar as such third party Action relates to a breach of a representation or warranty), in determining the amount of Losses exceeds $100,000 any Damages in connection with any breach of a representation or warranty (but not for purposes of determining whether any breach has occurred) any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (d) Subject to Sections 6.2 and 11.8, the aggregate, parties acknowledge and then only to agree that the extent indemnification provisions contained in Sections 9.2 and 9.3 shall be the sole and exclusive remedy for Damages arising out of Losses in excess of such amount and such $100,000 in Losses retained or caused by the Buyer shall not apply toward breach of any of the $720,000 representations and warranties, covenants or agreements of the parties contained in Losses retained by the Buyer this Agreement or any Related Agreement, except for any remedies that may be available under the preceding sentence. In no event Related Agreements; provided, however, that nothing in this Section 9.4(d) shall either limit any Person’s right to seek and obtain any equitable relief to which such Person shall be entitled or to seek any remedy on account of fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement. (e) The parties hereto acknowledge and agree that nothing contained herein is intended to limit or waive any duty to mitigate damages imposed by New York law. (f) No Indemnitor shall be liable to the other an Indemnitee for lost profitsany punitive, lost revenuesconsequential, lost opportunity costs, costs of financing, exemplary or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties special damages for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3which such Indemnitee seeks indemnification.

Limitations on Indemnification. The Seller (a) An Indemnifying Party shall have no liabilityliability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), nor be subject to any claimas applicable, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the aggregate amount of Losses all Damages for all claims asserted by the Seller Indemnified Parties, collectively, or the Parent Indemnified Parties, collectively, as applicable, exceeds Five Hundred Thousand Dollars ($720,000 in 500,000) (the aggregate, and then only to the extent of Losses in excess of such amount“Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in no event shall the liability excess of the Seller Deductible shall, subject to the other limitations set forth in this Article IX, be recoverable by the applicable Indemnified Parties; provided, further, that the foregoing limitations shall not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or (ii) claims based on fraud or Willful Breach, with respect to Losses exceed $10,000,000which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. Notwithstanding For purposes of determining the foregoingamount of any Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, the provisions warranty or covenant for purposes of indemnification under this Article IX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the previous sentence Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall not apply be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in addition to the amount of the Cap that would otherwise be applicable), shall not be so limited by this sentence, and (ii) that the foregoing limitation shall not apply to the representations and warranties contained in the last sentence of Section 2.3(a) or set forth in Sections 3.13.1(a) (Organization and Corporate Power), 3.23.2 (Authority for Agreement), 3.43.3 (No Violation to Result), 3.9 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which shall be limited to an amount equal to the Base Company Value, or 3.20; provided(iii) claims based on fraud or Willful Breach, howeverwhich shall not be limited in amount. (c) Except with respect to claims based on fraud or willful misconduct or actions seeking specific performance, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach indemnification obligations of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification Parties pursuant to this Section VIII Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Parent Indemnified Parties’ sole and exclusive remedy of the parties for money damages under with respect to any claim related to or arising from this Agreement. No indemnification is available pursuant to , the negotiation and execution of this Section VIII in respect Agreement, the performance by the Parties of any liability to their respective obligations hereunder, and the extent the same is included in the Statement of Working Capital as defined in Section 2.3transactions contemplated by this Agreement.

Limitations on Indemnification. The Seller (a) To the extent that the Partnership Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.1(i) and Section 9.1(ii), the Contributing Parties shall have no liability, nor be subject to any claim, under Section 8.2(a) liable only for those Damages that in respect the aggregate are in excess of any inaccuracy in or any breach of any representation and warranty 1.0% of the Seller contained in this Agreement unless and until Consideration (the amount of Losses exceeds $720,000 in the aggregate“Deductible Amount”), and then only to the extent of Losses in excess of any such amount; provided, however, that in excess. In no event shall the Contributing Parties’ aggregate liability to the Partnership Indemnified Parties under Section 9.1(i) exceed 15% of the Seller with respect to Losses exceed $10,000,000Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the provisions of the previous sentence Deductible Amount shall not apply with respect to the indemnities contained in Section 8.2(b) inaccuracies, violations or to any Loss arising out breaches of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless 3.1, Section 3.2, Section 3.4, Section 3.14 and until Section 3.16 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 3.2, Section 3.3, Section 3.4, and Section 3.16, provided, the Contributing Parties’ aggregate liability for a breach of Section 3.2, Section 3.3, Section 3.4 and Section 3.16 shall not exceed the amount of Losses exceeds $100,000 the Consideration. Table of Contents (b) To the extent the Contributing Indemnified Parties are entitled to indemnification for Damages pursuant to Section 9.2(i), the Partnership Parties shall be liable only for those Damages which exceed, in the aggregate, the Deductible Amount, and then only to the extent of Losses in excess of any such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentenceexcess. In no event shall either party the Partnership Parties’ aggregate liability to the Contributing Indemnified Parties under Section 9.2(i) exceed the Ceiling Amount. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.1, Section 4.2 and Section 4.4 and (ii) the Ceiling Amount shall not apply to inaccuracies, violations or breaches of representations and warranties contained in Section 4.2, Section 4.3 and Section 4.4 provided, the Partnership Parties’ aggregate liability for a breach of Section 4.2, Section 4.3 and Section 4.4 shall not exceed the amount of the Consideration. (c) Additionally, neither the Partnership Parties, on the one hand, nor the Contributing Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties. (d) The Parties agree that any indemnification or payment obligation of the Contributing Parties under Section 9.1(i) (to the other for lost profitsextent relating to an inaccuracy, lost revenuesviolation or breach of a representation or warranty in Section 3.1(b), lost opportunity costs, costs of financingSection 3.4(b) (as applicable), or punitive damagesSections 3.5 through 3.15, or Sections 3.18 through 3.20) relating to Damages suffered or incurred by the Partnership Indemnified Parties, attributable to any SNG Entity or its assets, businesses or operations shall be limited to the Partnership Parties’ proportionate share of the total (100%) Damages attributable to any such inaccuracy, violation or breach, which proportionate share shall be equal to the Subject Interest Percentage. If The Parties agree that the Closing occurs, Contributing Parties are jointly and severally liable for any indemnification or payment obligation pursuant to this Section VIII shall be the exclusive remedy Article 9 of the parties for money damages under this Agreement. No indemnification is available pursuant Contributing Parties relating to this Section VIII in respect of any liability to Damages suffered or incurred by the extent the same is included in the Statement of Working Capital as defined in Section 2.3Partnership Indemnified Parties.

Limitations on Indemnification. The Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions Company, the Sellers and MDPLC shall not be required to indemnify the Purchaser Indemnified Parties in respect of any Loss: (i) unless and until the previous sentence aggregate of all Losses otherwise indemnifiable hereunder (not including Losses which are not limited hereby pursuant to the proviso below) exceeds $850,000 (in which case the Sellers shall be required to indemnify the Purchaser Indemnified parties for only such Losses in excess of $425,000, subject to the other limitations herein); provided that such limitation shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss Losses arising out of any inaccuracy in or any from a breach of the representations and warranties contained set forth in the last sentence of Section 2.3(a) or in Sections 3.13.1(b), Section 3.2, 3.4Section 3.3(a), 3.9 or 3.20Section 3.7, Section 3.11, Section 4.1(a), and Section 4.2; (ii) to the extent the Company’s and Sellers’ aggregate liability for all Losses would otherwise exceed $6,375,000; provided, however, provided that the Seller such limitation shall have no liability, nor be subject not apply to any claim, under Section 8.2(a) in respect of any inaccuracy in or any Losses arising from a breach of the representations and warranties contained set forth in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate3.1(b), Section 3.2, Section 3.3(a), Section 3.7, Section 3.11, Section 4.1(a), and then only Section 4.2; (iii) to the extent such Loss consists of Losses liabilities included in excess of such amount and such $100,000 in Losses retained by (x) the Buyer shall not apply toward Closing Date Funded Indebtedness which reduced the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable Estimated Purchase Price pursuant to the other for lost profits, lost revenues, lost opportunity costs, costs of financingSection 1.1, or punitive damages. If (y) the Closing occurs, indemnification Working Capital as finally determined pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability 1.3; (iv) to the extent the same Purchaser reasonably could have mitigated or prevented such Loss (including, without limitation, seeking indemnification or other redress pursuant to the terms of any contract to which the Company is included a party and by which the Company has the right to seek indemnification from any third party); (v) to the extent such Loss consists of consequential, special, exemplary or punitive damages, and in valuing a Loss, no adjustment shall be made as a result of any multiple, increase factor, or any other premium over fair market value, book or historical value which may have been paid by the Statement Purchaser for the Stock whether or not such multiple, increase factor or other premium had been used by the Purchaser at the time of, or in connection with, calculating or preparing its bid, its proposed purchase price for the Stock or its final purchase price for the Stock; and/or (vi) arising from a claim or breach, to the extent the Purchaser had knowledge of Working Capital as defined in Section 2.3such claim or breach at the time of the Closing.

Limitations on Indemnification. (i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Purchaser pursuant to this Agreement, whether from the Escrow Fund or otherwise, until the amounts which the Purchaser would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $250,000, which shall be treated as a reduction of Purchaser's damages. The Seller indemnification provisions set forth in Sections 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(vii), 5.3(a)(v)(2) and 5.3(a)(ix) or a claim for "fraud" (as hereinafter defined) shall have no liability, nor not be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained limitations set forth in this Agreement unless Section 5.3(d)(i) and until the amount of Losses exceeds $720,000 in the aggregate, and then only shall be indemnified to Purchaser dollar for dollar to the extent of Losses in excess of such amount; provided, however, that in no event shall the any liability of the Seller with respect to Losses such matters exists. (ii) The maximum liability of all Sellers to Purchaser and any and all Indemnified Parties for any claim arising from or relating to this Agreement or the transactions contemplated hereby, whether asserted as breach of contract, tort, violation of statute or otherwise, irrespective of the theory or basis of such claim, shall not exceed $10,000,000. Notwithstanding 20,000,000, provided, that the foregoing, the provisions of the previous limitation set forth in this sentence shall not apply to (1) any breach by Sellers of the representations, warranties or covenants contained in Sections 4.1, 4.2, 4.11, 4.12, 4.15, 4.43, 5.3(a)(ix),7.6 or 7.7 of this Agreement, or (2) the commission of "fraud" by the Sellers with respect to any matters pertaining to this Agreement and the indemnities contained in consummation of the transactions contemplated hereby. For purposes of this Section 8.2(b) 5.3(d)(ii), the term "fraud" shall mean the making, by the Company or to any Loss arising out Seller, directly or indirectly of any inaccuracy untrue statement of a material fact or the omission to state a material fact necessary in or any breach order to make the statements made, in light of the representations circumstances under which they were made, not misleading; provided, that with respect to this portion of the definition of "fraud", the person making any untrue statement of a material fact or omitting to state a material fact knows such statement or omission to be untrue when made or omitted. "Knowledge" for purposes of the definition of "fraud" under this Section 5.3(d)(ii) and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that 5.6 shall mean the Seller shall have no liability, nor be subject conscious awareness of such person as to any claim, under Section 8.2(a) in respect the lack of any inaccuracy in or any breach truthfulness of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, statement or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3omission.

Limitations on Indemnification. The Seller (a) No party shall have no liability, nor be subject entitled to assert any claim, under Section 8.2(aclaim for indemnification pursuant to Sections 6.2(b) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement 6.3(b) above unless and until the amount of the Losses sustained by such party with respect to any individual matter exceeds $720,000 in 20,000. In addition, no party shall be obligated to indemnify another party with respect to any Losses pursuant to Section 6.2(b) or Section 6.3(b) as to which a party is otherwise entitled to assert any claim for indemnification unless and until the aggregateaggregate amount of the Losses attributable to the Purchaser Indemnitees or the Sellers Indemnitees, as the case may be, exceeds $1,360,000.00 (the “Basket Amount”); and then only to the extent excess of, but not including, the Basket Amount. Notwithstanding anything in this Agreement to the contrary, the maximum aggregate obligation of Losses in excess of such amountthe Sellers pursuant to Section 6.2(b) shall not exceed $6,800,000.00; provided, however, that in no event neither the limitations provided by the first two sentences of this Section 6.4(a) nor such maximum obligation shall the liability of the Seller with respect apply to Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach caused by breaches of the representations and warranties contained in the last sentence of Section 2.3(a) or set forth in Sections 3.12.1 (Organization; Corporate Power and Authorization), 3.23.1 (Authorization), 3.43.3 (Capital Stock), 3.9 or 3.204.1 (Organization; Qualification and Corporate Power), 4.3 (Capitalization; Subsidiaries) and 4.10 (Tax Matters) above, and provided, howeverfurther, that the Seller limitations provided by the first and second sentences of this Section 6.4(a) shall have no liability, nor be subject not apply to any claimLoss suffered by the Purchaser Indemnitees resulting from a possible preference claim (the “Delphi Claim”) by Delco Electronics Corporation or its Affiliates or trustee representing any of them against the Company or its Subsidiaries in connection with payments made under the Settlement and Release Agreement dated July 1, under Section 8.2(a2005 between the Company and Delphi Electronics Corporation or from the Lease Loss. (b) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until In calculating the amount of Losses exceeds $100,000 in suffered or incurred by a party for which indemnification is sought hereunder there shall be deducted the aggregate, and then only amount of any insurance paid to such party or otherwise actually inuring to the extent of Losses in excess benefit of such amount party as a result of any such Loss, it being agreed that each Party shall use reasonable commercial efforts to mitigate such Loss and such $100,000 to use reasonable commercial efforts to pursue insurance claims in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, connection therewith. (c) The foregoing indemnification pursuant to this Section VIII provisions shall be the sole and exclusive remedy and procedure for all claims for breach of the parties for money damages under any representation or warranty contained in this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included , except in the Statement case of Working Capital as defined in Section 2.3fraud or intentional misrepresentation.

Limitations on Indemnification. The Seller shall have no liabilityFor the avoidance of doubt, nor be each of the provisions in this Section ‎7.2.2 is subject to any claim, the last sentence of Section ‎7.5. 7.3.1 The provisions for indemnity under Section 8.2(a‎7.1.1(a) or Section ‎7.1.2(a) shall be effective only (a) for any individual claim where the Loss exceeds $[***] and (b) when the aggregate amount of all Losses for claims in respect excess of $[***] for which indemnification is sought from any Indemnifying Party exceeds $[***], in which case the Indemnified Party shall be entitled to indemnification of the Indemnified Party’s Losses in excess of $$[***]; provided, however, that the foregoing limitation shall not be applicable for breaches of any inaccuracy Fundamental Rep or in the case of claims based on fraud, intentional breach or willful breach. 7.3.2 In no event shall any Indemnifying Party have liability for indemnification under Section ‎7.1.1(a) or Section ‎7.1.2(a), as applicable, for any amount exceeding, in the aggregate, (a) the sum of (i) $[***] and (ii) [***], with respect to any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregateSpecified Rep, and then only to (b) the extent sum of Losses in excess (i) $[***] and (ii) [***], with respect any breach of such amountany other representation or warranty; provided, however, that in no event shall Seller have liability for indemnification under Section ‎7.1.1(a) for any amount exceeding, in the liability of the Seller with respect to Losses exceed $10,000,000. Notwithstanding the foregoingaggregate, the provisions sum of (x) $[***] and (y) [***]; and provided, further, that the previous sentence foregoing limitations on indemnification described in this Section 7.3.2 shall not apply with respect to breaches of any Fundamental Rep. 7.3.3 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such party upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party under Section ‎7.1.1 or Section ‎7.1.2, as applicable, shall be reduced by [***]. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall repay to the indemnities contained in Section 8.2(b) or to Indemnifying Party, promptly after such receipt, any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, amount that the Seller shall Indemnifying Party would not have no liability, nor be subject had to pay pursuant to this Article 7 had such amounts been received prior to such payment. 7.3.4 If the Indemnified Party receives any claim, under Section 8.2(a) payment from an Indemnifying Party in respect of any inaccuracy in Losses pursuant to Section 7.1.1 or any breach Section 7.1.2 and the Indemnified Party could have recovered all or a part of such Losses from a Third Party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment. 7.3.5 The representations and warranties of Seller and Buyer contained in Section 3.20 unless this Agreement shall survive the Closing and until continue in full force and effect thereafter through and including the amount of Losses exceeds $100,000 date that is [***] following the Closing Date; provided, that (a) the Fundamental Reps shall remain in full force and effect and shall survive indefinitely or, if applicable (and in the aggregatecase of Section3.1.10 (Taxes)), until [***]; and (b) the Specified Reps shall remain in full force and effect and shall survive through and including the [***], and then only provided further, that if a Claim Notice or Indemnification Certificate relating to the extent breach of Losses any representation or warranty is given to the Indemnifying Party on or prior to the date on which the applicable survival period described in excess of this Section ‎7.3.4 expires, then, notwithstanding anything to the contrary contained in this Section ‎7.3.4, such amount and such $100,000 in Losses retained by the Buyer Claim Notice or Indemnification Certificate, as applicable, shall not apply toward expire at the $720,000 applicable expiration date, but rather shall remain in Losses retained by full force and effect until such time as the Buyer under Claim Notice or the preceding sentence. In no event shall either party be liable to the other for lost profitsIndemnification Certificate has been fully and finally resolved. 7.3.6 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF THIRD PARTY INDEMNIFICATION CLAIMS OR FRAUD, lost revenuesINTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, lost opportunity costsNEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER, costs of financingOR THEIR AFFILIATES, or punitive damages. If the Closing occursFOR ANY CLAIMS, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (WHETHER OR NOT FORESEEABLE AT THE EXECUTION DATE) CONNECTED WITH OR RESULTING FROM ANY BREACH AFTER THE CLOSING DATE, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES THAT ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY.

Limitations on Indemnification. The Seller (a) No Indemnified Party shall assert any claim (other than a Third Party Claim) for indemnification hereunder until such time as the aggregate of all claims which such Indemnified Party may have no liabilityagainst an Indemnifying Party shall exceed $62,400, nor at which time an Indemnified Party shall be subject entitled to any claimseek indemnification for all claims, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and until the amount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of including all such amountclaims not previously asserted; provided, however, that with respect to the item listed Schedule 6.25 under Section 6.25(b), if UniCapital or the Surviving Corporation is the Indemnified Party then the Indemnified Party shall have the right to assert a claim against the Indemnifying Party for the first dollar of claim. (b) Notwithstanding any other term of this Agreement, in no event shall any Stockholder be liable under this Article 12 for an amount which exceeds the liability aggregate value (determined at the Closing Date) of the Seller with respect to Losses exceed $10,000,000. Notwithstanding Merger Consideration received by such Stockholder under this Agreement; provided, however, that the foregoing, the provisions of the previous sentence limitations upon indemnification contained in this Section 12.4(b) shall not apply with respect to the indemnities contained in Section 8.2(b(i) or to any Loss Losses arising out of any inaccuracy in or any breach of the representations and warranties of the Stockholders contained in the last sentence of Section 2.3(aSections 6.3 (authority; ownership), 6.5 (capital stock), 6.14 (accounts and notes receivable), 6.27 (taxes) or and 6.33 (environmental matters) hereof and (ii) Losses described in Sections 3.112.1(b), 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a12.2(c) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.312.2 (d) hereof.

Limitations on Indemnification. The Seller shall have Notwithstanding the foregoing: (i) any claim for indemnification must be made on or prior to the August 31, 2003, and (ii) no liability, nor be subject party to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained in this Agreement unless and shall be entitled to indemnification pursuant to this Article IX until the aggregate amount of Losses for which indemnification is sought exceeds $720,000 in the aggregate75,000 and, and then then, only to the extent of Losses in excess of such indemnification exceeds such amount; provided, however, that in no event and (iii) the aggregate obligations of either party under this Article IX shall the liability of the Seller with respect to Losses not exceed $10,000,000. Notwithstanding the foregoing, the provisions of the previous sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20750,000; provided, however, that the limitations contained in the foregoing clauses (i), (ii) and (iii) shall not apply to (A) claims based upon the Purchase Price Adjustment under Section 2.4; or (B) claims for indemnification based on fraud or intentional misrepresentation; (C) product liability claims and warranty claims arising from or related to products sold by Seller shall have no liabilityand asserted against Buyer, nor be but subject to any claim, Buyer's obligations under Section 8.2(a6.7 above; (D) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless Sections 4.1, 4.2, the first sentence of 4.6, 5.1, 5.2, 5.7, or 5.9 or Buyer's failure to pay amounts due Seller under the Lease, the MIS Services Agreement, the Transition Services Agreement or the Preferred Stock. Seller and until the amount of Losses exceeds $100,000 Buyer each hereby acknowledge and agree that, except as set forth in the aggregateRegistration Rights Agreement, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII Article IX shall be the each party's sole and exclusive remedy of the parties for money damages with respect to any loss, injury, damage or other liability under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to Agreement or the extent the same is included in the Statement of Working Capital as defined in Section 2.3transactions contemplated hereby.